Common use of Corporate Securities Law Clause in Contracts

Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. The parties have executed this Membership Interest Purchase Agreement as of the date first written above. COMPANY: TNP SRT SECURED HOLDINGS, LLC, A Delaware limited liability company By: TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P., AS SOLE MEMBER OF TNP SRT SECURED HOLDINGS, LLC By: TNP STRATEGIC RETAIL TRUST, INC., AS GENERAL PARTNER OF TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P. By: /s/ Jxxxxxx X. Xxxxxx Jxxxxxx X. Xxxxxx PURCHASER: SRT SECURED HOLDINGS MANAGER, LLC, A Delaware limited liability company By: /s/ Axxxxx Xxxxxxxxxx Name: Axxxxx Xxxxxxxxxx Title: CEO Exhibit A - Amended and Restated Operating Agreements Exhibit B - Disclosure Schedules EXHIBIT A AMENDED AND RESTATED OPERATING AGREEMENTS [See attached] EXHIBIT B DISCLOSURE SCHEDULES [See attached]

Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. The parties have executed this Membership Interest Common Stock Purchase Agreement as of the date first written above. COMPANY: TNP SRT SECURED HOLDINGS, LLC, A Delaware limited liability company By: TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P., AS SOLE MEMBER OF TNP SRT SECURED HOLDINGS, LLC By: TNP STRATEGIC RETAIL TRUSTCATALYST SEMICONDUCTOR, INC., AS GENERAL PARTNER OF TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P. . By: /s/ Jxxxxxx X. Xxxxxx Jxxxxxx X. Xxxxxx Radu Xxxxx ------------------------------------ Radu Xxxxx President and Chief Executive Officer PURCHASER: SRT SECURED HOLDINGS MANAGER, LLC, A Delaware limited liability company ELEX N.V. By: /s/ Axxxxx Rolaxx Xxxxxxxxxx Name: Axxxxx ------------------------------------ Rolaxx Xxxxxxxxxx Title: CEO Exhibit A - Amended and Restated Operating Agreements Exhibit B - Disclosure Schedules Chairman of the Board EXHIBIT A AMENDED SCHEDULE OF EXCEPTIONS TO REPRESENTATIONS AND RESTATED OPERATING AGREEMENTS [See attached] EXHIBIT B DISCLOSURE SCHEDULES [See attached]WARRANTIES This Schedule of Exceptions is made and given pursuant to Section 2 of the Common Stock Purchase Agreement dated as of September 14, 1998 (the "AGREEMENT") between Catalyst Semiconductor, Inc., a corporation organized and existing under the laws of the State of Delaware (the "COMPANY"), and Elex N.V., a corporation organized and existing under the laws of the Country of Belgium ("PURCHASER"). Unless the context otherwise requires, all capitalized terms used herein shall have the same meanings as set forth in the Agreement. All disclosures and exceptions contained herein are intended to modify all of the Company's representations and warranties contained in the Agreement, and the section headings used below are for convenience only. NONE.

Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DELAWARE AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA DELAWARE CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. The parties have executed this Membership Interest Convertible Note and Warrant Purchase Agreement as of the date first written above. COMPANY: TNP SRT SECURED HOLDINGS, LLC, A Delaware limited liability company ByMTI MICROFUEL CELLS INC. Xxxx X. Xxx Chief Executive Officer Address: TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P., AS SOLE MEMBER OF TNP SRT SECURED HOLDINGS, LLC By: TNP STRATEGIC RETAIL TRUST, SIGNATURE PAGE TO MTI MICROFUEL CELLS INC., AS GENERAL PARTNER OF TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P. By: /s/ Jxxxxxx X. Xxxxxx Jxxxxxx X. Xxxxxx . CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND The parties have executed this Convertible Note Purchase and Warrant Agreement as of the date first written above. PURCHASER: SRT SECURED HOLDINGS MANAGER, LLC, A Delaware limited liability company ByPrint Name of Purchaser Signature Print Name and Title of Signatory (if entity) Address: /s/ Axxxxx Xxxxxxxxxx NameE-mail: Axxxxx Xxxxxxxxxx Title: CEO Exhibit A - Amended and Restated Operating Agreements Exhibit B - Disclosure Schedules SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND EXHIBIT A AMENDED AND RESTATED OPERATING AGREEMENTS [See attached] SCHEDULE OF PURCHASERS First Closing: _______________ Name and Address of Purchaser Original Principal Amount of Note EXHIBIT B DISCLOSURE SCHEDULES [See attached]FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. MTI MICROFUEL CELLS INC. SECURED CONVERTIBLE PROMISSORY NOTE «Principal» «Date» Albany, New York For value received, MTI MicroFuel Cells Inc., a Delaware corporation (the “Company”), promises to pay to «Holder» (the “Holder”), the principal sum of «Principal». Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to 10.0% per annum, compounded annually. This Note is one of a series of Secured Convertible Promissory Notes containing substantially identical terms and conditions issued pursuant to that certain Convertible Note and Warrant Purchase Agreement dated _________ __, 2008 (the “Purchase Agreement”). Such Notes are referred to herein as the “Notes,” and the holders thereof are referred to herein as the “Holders.” This Note is subject to the following terms and conditions.

Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. The parties have executed this Membership Interest Convertible Note Purchase Agreement as of the date first written above. COMPANY: TNP SRT SECURED HOLDINGSUCA Services, LLCInc., A Delaware limited liability company Byd/b/a Netfabric Technologies, Inc. By:/s/ Fxxxx Xxxx, CEO Address: TNP STRATEGIC RETAIL OPERATING PARTNERSHIP200 Xxxxxx Xxxx Xxxx Xxxxxxxxxx, L.P.XX 00000 Facsimile Number: 900-000-0000 GUARANTOR: Netfabric Holdings, AS SOLE MEMBER OF TNP SRT SECURED HOLDINGSInc. By:/s/ Fxxxx Xxxx, LLC ByCEO Address: TNP STRATEGIC RETAIL TRUST200 Xxxxxx Xxxx Xxxx Xxxxxxxxxx, INC., AS GENERAL PARTNER OF TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P. ByXX 00000 Facsimile Number: /s/ Jxxxxxx X. Xxxxxx Jxxxxxx X. Xxxxxx 900-000-0000 PURCHASER: SRT SECURED HOLDINGS MANAGERFortify Infrastructure Services, LLC, A Delaware limited liability company By: /s/ Axxxxx Xxxxxxxxxx Inc. By:/s/ Name: Axxxxx Rxxxxxxx Xxxxxxxxxx TitleAddress: CEO 2000 Xxxxx Xxxxxx, Suite A Santa Clara, CA 95051 Facsimile Number: 400-000-0000 SIGNATURE PAGE TO CONVERTIBLE NOTE PURCHASE AGREEMENT LIST OF SCHEDULES/EXHIBITS Schedule l - Schedule of Liabilities/Creditors to be Paid at Closing Schedule 2- Amended Certificate Exhibit A - Amended and Restated Operating Agreements Form of Promissory Note Exhibit B - Disclosure Schedules EXHIBIT A AMENDED AND RESTATED OPERATING AGREEMENTS [See attached] EXHIBIT B DISCLOSURE SCHEDULES [See attached]Credit Agreement Exhibit C - Security Agreement Exhibit D - Pledge Agreement Exhibit E - Option Agreement Exhibit F - Form of Proxy Exhibit G - W-9 SCHEDULE 1

Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. The parties have executed this Membership Interest Common Stock Purchase Agreement as of the date first written above. COMPANY: TNP SRT SECURED HOLDINGSCATALYST SEMICONDUCTOR, LLC, A Delaware limited liability company INC. By: TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P., AS SOLE MEMBER OF TNP SRT SECURED HOLDINGS, LLC /s/ Radu Xxxxx --------------------------------------- Radu Xxxxx President and Chief Executive Officer PURCHASER: ELEX N.V. By: TNP STRATEGIC RETAIL TRUST/s/ Rolaxx Xxxxxxxxxx -------------------------------------- Rolaxx Xxxxxxxxxx Chairman of the Board SIGNATURE PAGE TO PURCHASE AGREEMENT Exhibit A - Schedule of Exceptions to Representations and Warranties Exhibit B - Form of Standstill Agreement Exhibit C - Form of Nondisclosure Agreement EXHIBIT A SCHEDULE OF EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES This Schedule of Exceptions is made and given pursuant to Section 2 of the Common Stock Purchase Agreement dated as of May __, 1998 (the "AGREEMENT") between Catalyst Semiconductor, Inc., a corporation organized and existing under the laws of the State of Delaware (the "COMPANY"), and Elex N.V., a corporation organized and existing under the laws of the Country of Belgium ("PURCHASER"). Unless the context otherwise requires, all capitalized terms used herein shall have the same meanings as set forth in the Agreement. All disclosures and exceptions contained herein are intended to modify all of the Company's representations and warranties contained in the Agreement, and the section headings used below are for convenience only. None. EXHIBIT B FORM OF STANDSTILL AGREEMENT STANDSTILL AGREEMENT This STANDSTILL AGREEMENT is made as of May 26, 1998 by and between CATALYST SEMICONDUCTOR, INC., AS GENERAL PARTNER OF TNP STRATEGIC RETAIL OPERATING PARTNERSHIPa corporation organized and existing under the laws of the State of Delaware (the "CATALYST"), L.P. By: /s/ Jxxxxxx X. Xxxxxx Jxxxxxx X. Xxxxxx and ELEX N.V., a corporation organized and existing under the laws of the Country of Belgium ("PURCHASER: SRT SECURED HOLDINGS MANAGER, LLC, A Delaware limited liability company By: /s/ Axxxxx Xxxxxxxxxx Name: Axxxxx Xxxxxxxxxx Title: CEO Exhibit A - Amended and Restated Operating Agreements Exhibit B - Disclosure Schedules EXHIBIT A AMENDED AND RESTATED OPERATING AGREEMENTS [See attached] EXHIBIT B DISCLOSURE SCHEDULES [See attached]").