Common use of Deliveries Clause in Contracts

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) A certificate of each Loan Party signed by an Authorized Officer of such Loan Party, dated the Closing Date stating that (a) all representations and warranties of the Loan Parties set forth in this Agreement duly executed by and the Companyother Loan Documents are true and correct,(b) no Event of Default or Potential Default exists and (c) no Material Adverse Change shall have occurred since December 31, 2016; (ii) a Note A certificate dated the Closing Date and signed by an Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by such Loan Party in connection with a principal amount this Agreement and the other Loan Documents; (b) the names of the Authorized Officers of such Loan Party authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents of such Loan Party as set forth in effect on the signature page hereto equal to each Purchaser’s Subscription Amount, registered Closing Date certified by the appropriate state official where such documents are filed in a state office (other than in the name case of such Purchaserany Canadian Loan Party) together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in its state of organization; (iii) This Agreement and each of the Registration Rights Agreement duly executed other Loan Documents signed by the Companyan Authorized Officer; (iv) a certificate executed on behalf Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinions of counsel for the Loan Parties, dated the Closing Date for the benefit of the Company Administrative Agent and each Lender; (vi) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured and lender loss payee; (vii) Evidence that all Indebtedness not permitted under Section 9.2.1 [Indebtedness] shall have been paid in full (and all commitments in respect thereof terminated) and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (viii) The Statements and the Projections; (ix) A duly completed Compliance Certificate signed by its Principal Executive an Authorized Officer or Chief Executive Officer (each as defined in of MDI evidencing, after giving effect to the Exchange Act) Loans to be made hereunder on the Closing Date and the consummation of the CompanyAcquisitions, dated a Leverage Ratio of less than 3.00 to 1.00, as of the end of the fiscal quarter most recently ended for which financial statements are available (the “Closing DateCompliance Certificate”); (x) A Borrowing Base Certificate, evidencing a pro forma calculation of Undrawn Availability of at least Five Million and 00/100 Dollars ($5,000,000.00) after giving effect to any Loans to be made and Letters of Credit to be issued on the Closing Date based on such certificate; (xi) A certificate of an Authorized Officer of MDI as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement and the Acquisition Documents; (xii) All material regulatory approvals and material consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Acquisition shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder; (xiii) Lien searches in acceptable scope and with acceptable results; (xiv) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location to the extent requested and required to be received by Administrative Agent; (xv) A true and correct copy of the Acquisition Documents, and any amendments, waivers and other documents executed in connection therewith; the transactions contemplated by the Acquisition Documents shall be consummated substantially concurrently with the closing of the Loans in accordance with terms and conditions thereof, as heretofore reviewed by the Administrative Agent without any amendment or waiver thereof by the Loan Parties not consented to by the Administrative Agent; (xvi) Receipt of Target’s Quality of Earnings report, in which such officer form and substance satisfactory to the Administrative Agent, supporting EBITDA in an amount not less than Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00) as of December 31, 2016 for the twelve (12) month period then ended; (xvii) Receipt of Target’s audited financial statements for the two (2) most recently ended fiscal years of Target, in each case in compliance with all SEC requirements; (xviii) Receipt of third-party due diligence initiated by MDI and certain other Loan Parties as it relates to the Acquisitions; (xix) Evidence that MDI shall certify that have received equity contributions in cash of not less than Six Million and 00/100 Dollars ($6,000,000); (xx) All documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the conditions set forth in Section 2.3(b) have been fulfilledUSA Patriot Act; and (vxxi) a certificate executed on behalf of Such other documents in connection with such transactions as the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary Administrative Agent or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datesaid counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) i. this Agreement duly executed by the Company; (ii) . a Note Debenture with a principal amount as set forth on the signature page hereto equal to each such Purchaser’s Subscription Debenture Principal Amount, registered in the name of such Purchaser; (iii) . [reserved]; iv. the Registration Rights Agreement duly Company’s wire instructions, on Company letterhead and executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Chief Executive Officer or Chief Executive Officer (each as defined Financial Officer; v. a legal opinion of Company Counsel, substantially in form and substance reasonably satisfactory to the Exchange Act) Purchasers; vi. a certificate, executed on behalf of the Company, dated as of the Closing Date, in which such officer shall certify that certifying the conditions set forth in Section 2.3(b) have been fulfilledresolutions adopted by the Board of Directors of the Company for the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s, certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and (v) vii. a certificate certificate, executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyChief Executive Officer or its Chief Financial Officer, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date Date, certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as fulfillment of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws conditions specified in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateSection 2.3(a). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Debenture as set forth on the signature page hereto executed by such Purchaser; ii. this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser▇▇▇▇▇▇▇▇▇; and (iv) the Registration Rights Agreement iii. a duly executed by each PurchaserInternal Revenue Service (“IRS”) Form W-9 or appropriate IRS Form W-8, as applicable.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Agreement duly executed by the CompanySection 7.1 and Section 7.2 have been satisfied; (ii) A certificate dated the Closing Date and signed by a Note with a principal amount Responsible Officer of each of the Loan Parties, certifying as set forth appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the signature page hereto equal Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Purchaser’s Subscription Amount, registered Loan Party in the name state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such Purchaserqualification; (iii) This Agreement and each of the Registration Rights Agreement other Loan Documents duly executed by the Companyparties thereto; (iv) a certificate executed on behalf of Appropriate transfer powers and stock or other certificates evidencing the Company by its Principal Executive Officer or Chief Executive Officer pledged Collateral; (each as defined in the Exchange Actv) Written opinion(s) of counsel for the CompanyLoan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in which form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such officer Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall certify have been paid in full and that the conditions set forth all necessary termination statements, release statements and other releases in Section 2.3(bconnection with all Liens (other than Permitted Liens) have been fulfilledfiled or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (vxiii) a certificate executed on behalf of Such other documents in connection with such transactions as the Company by Administrative Agent or its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datecounsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Purchaser shall deliver or cause to be delivered to each Purchaser have received the following: (i) this Agreement duly executed a complete and accurate Closing Financial Certificate, certified as such by the Companychief executive officer of Parent, containing such supporting documentation, information and calculations as are reasonably requested by Purchaser; (ii) a Note with a principal amount as set forth on the signature page hereto equal to properly completed and executed United States Internal Revenue Service Form W-9 from each Purchaser’s Subscription Amount, registered in the name of such PurchaserSeller and Management; (iii) resignations, effective as of the Registration Rights Agreement duly executed by Closing, of all of the managers, directors and officers of the Company, in form and substance reasonably satisfactory to Purchaser; (iv) Interest transfers, in form and substance reasonably satisfactory to Purchaser, duly executed by the registered holder thereof in favor of Purchaser; (v) a certificate certificate, dated the Closing Date and executed on behalf and delivered by a director (or similar authorized person) of each of the Company by its Principal Executive Officer or Chief Executive Officer (Selling Parties, certifying that each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b7.3(a) and Section 7.3(b) have been fulfilled; andsatisfied; (vvi) a certificate certificate, dated the Closing Date and executed on behalf and delivered by a director (or similar authorized person) of each Selling Party, certifying: (A) that attached thereto are the organizational documents of the Company by its Secretary’s certificate containing (i) copies as in effect at the time of the text of Closing, (B) that attached thereto are the resolutions by which (or similar authorizing documents) of such Selling Party authorizing the corporate action on the part execution, delivery and performance of the Company necessary to approve this Agreement and the other Transaction Documents transactions contemplated by this Agreement, and all such resolutions (or similar authorizing documents) are in full force and effect and are all of the resolutions (or similar authorizing documents) adopted in connection with the transactions contemplated hereby, and actions contemplated hereby (C) the names and thereby, which shall be accompanied by a certificate signatures of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Persons who are authorized to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed sign this Agreement on behalf of Company by its corporate secretary such Selling Party; (vii) a duly executed termination or one settlement agreement with the employees listed on Schedule 7.3(c)(vii) in form and substance reasonably satisfactory to Purchaser, (A) terminating such employees’ employment with IFM GmbH, (B) setting forth that any employment relationship between IFM GmbH or any of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, Affiliates and such employees have been validly terminated and (iiiC) copies certifying that such employees are not transferring from IFM GmbH to Odyssey GmbH pursuant to the Acquired Rights Directive (2001/23/EC) and its implementation in German law pursuant to Section 613a German Civil Code or otherwise; (viii) certificates duly executed by each Business Employee employed by IFM GmbH in form and substance reasonably satisfactory to Purchaser whereby such Business Employees waive their right to object to the transfer of their employment relationships from IFM GmbH to Odyssey GmbH prior to the expiration of the objection period pursuant to Section 613a(5) of the German Civil Code; (ix) certificates duly executed by (A) the Company’s Certificate of Incorporation and bylaws in effect employees listed on the Closing Date, Schedule 7.3(c)(vii) and (B) the certificate evidencing the good standing of Company as of a day within five (5employees listed on Schedule 7.3(c)(ix) Business Days prior in form and substance reasonably satisfactory to Purchaser certifying that such employees are not transferring from IFM GmbH to Odyssey GmbH pursuant to the Closing Date.Acquired Rights Directive (2001/23/EC) and its implementation in German law pursuant to Section 613a German Civil Code or otherwise; (bx) On or prior to employment contracts, Purchaser’s standard form of Confidentiality Agreement and other reasonable and customary employment documentation, duly executed by the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:Business Employees; (ixi) this an Adoption Agreement duly executed by such Purchaserthe Sellers to that certain Voting Agreement, dated as of August 31, 2021, by and among Purchaser and the stockholders of Purchaser party thereto, as amended; (iixii) such Purchaser’s Subscription Amountcomplete and accurate copies of the Ancillary Agreements executed and delivered by the parties thereto; (iiixiii) Accredited Investor Questionnaire a Termination Agreement, duly executed by each PurchaserManagement and the Company, terminating the Intercompany Services Agreement by and between the Company and Management, dated November 25, 2019; and (ivxiv) such other documents or instruments as Purchaser reasonably requests to consummate the Registration Rights Agreement duly executed transactions contemplated by each Purchaserthis Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly a legal opinion of Company Counsel, as to those matters set forth on Exhibit B attached hereto, that is reasonably satisfactory to Purchaser Majority; (ii) Copy of a new share certificate for the Shares registered under the name of the Registration Company of Bank Hapoalim Ltd., the registration company of the Company (the "Registration Company"); (iii) Copy of the notice of the Company to the Registration Company with respect to the issuance of the Shares (including all documents required by the Registration Company and/or Israeli Securities Laws, except for Form T87), with a stamp indicating the acceptance of such notice by the Registration Company (the "Registration Notice"), irrevocably instructing the Registration Company to credit the Shares to the Purchaser's Account, the details of which shall be provided by the Purchasers in writing to the Company at least 4 Business Days following the Escrow Date; (iv) The executed Warrants in the name of each Purchaser signed by the Company; (iiv) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserThe TASE Approval; (iiivi) A copy of an executed Form T87 reflecting the Registration Rights Agreement allocation of the Shares and the Warrants to the Purchasers; (vii) A certificate, duly executed by the Company; (iv) a certificate executed on behalf , confirming that, each of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions representations and warranties set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement Article III is full and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of if made on the Closing Date executed on behalf of and that the Company by has performed and complied in all material respects with all its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreementcovenants, or any other agreement, certificate or other instrument executed pursuant heretoagreements, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company undertakings as of a day within five (5) Business Days set forth herein required to be performed at or prior to the Closing DateDate (the “Company Certificate”); and (viii) Duly executed copy of the minutes, or a certified Corporate Secretary extract thereof, of the resolutions of the Board of Directors approving the Transaction Documents, and all corporate proceedings and required approvals related thereto, as required by Chapter 5 of the Companies Law have been obtained, all in accordance with the provisions of Section 282 of the Companies Law. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) The details of the Purchaser Account. (c) At the Closing, the Company shall file with the TASE the T87 Form, and immediately thereafter shall deliver such executed T87 form to the Registration Company. (d) No later than 4 Business Days following the Escrow Date, the Escrow Agent shall confirm in writing to the Company that the entire Subscription Amount is deposited in the Escrow Account. Upon the fulfillment of all conditions to the Closing set forth in this Agreement duly executed as confirmed to the Escrow Agent by Company and Purchasers' Israeli Counsel, the Subscription Amount shall be held by the Escrow Agent on behalf of the Company without any restrictions whatsoever as of the time that the Company files the Form T87 with the TASE. Subsequent to such Purchaser; filing of Form T87, the Escrow Agent shall deliver by wire transfer, subject to the terms of the Escrow Agreement (ii) such Purchaser’s which shall reflect, inter alia, the provisions of this sub-Section ‎2.2‎(c)), to the Company the Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Agreement duly executed by the CompanySection 7.1 and Section 7.2 have been satisfied; (ii) a Note with a principal amount as set forth on A certificate dated the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed Closing Date and signed by the Company; (iv) a certificate executed on behalf Secretary or an Assistant Secretary of each of the Company Loan Parties, certifying as appropriate as to: (A) all action taken by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyLoan Party to validly authorize, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve duly execute and deliver this Agreement and the other Transaction Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the transactions names, authority and actions contemplated hereby and thereby, which shall be accompanied by a certificate capacity of the corporate secretary or assistant corporate secretary of Company dated as of Authorized Officers authorized to sign the Closing Date certifying to the Purchasers that such resolutions were duly adopted Loan Documents and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, their true signatures; and (iiiC) copies of (A) the Company’s Certificate of Incorporation and bylaws its organizational documents as in effect on the Closing Date, and (B) to the certificate evidencing the good standing of Company extent applicable, certified as of a day within five (5) Business Days sufficiently recent date prior to the Closing Date. (b) On Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or prior to the Closing Date, each Purchaser shall deliver ownership or cause to be delivered to the Company the following: (i) this Agreement duly executed by lease of properties or assets requires such Purchaser; (ii) such Purchaser’s Subscription Amountqualification; (iii) Accredited Investor Questionnaire This Agreement and each of the other Loan Documents duly executed by each Purchaser; andthe parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the Registration Rights pledged Collateral; (v) Written opinion of Texas counsel for the Loan Parties, dated the Closing Date and in form and substance satisfactory to the Administrative Agent; (vi) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement duly is in full force and effect, with additional insured special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured; (vii) Evidence that all Indebtedness not permitted under Section 9.1 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (viii) Lien searches in acceptable scope and with acceptable results; (ix) A certificate of an Authorized Officer of the Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (x) The Statements and the Projections; (xi) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed by each PurchaserCertificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (xii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the CompanyCompany with the schedules, exhibits or appendices thereto, as applicable, current as of the Closing Date; (ii) a Note legal opinion of Company Counsel acceptable to the Purchaser; (iii) the Convertible Debenture Certificate with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amounthereto, registered in such name as the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the CompanyPurchaser may direct; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that that, to the best of his knowledge, the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its SecretaryOfficer’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the its corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers Purchaser that such resolutions were duly adopted and have not been amended or rescinded, and (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such the Purchaser; (ii) such Purchaser’s the Subscription Amount;Amount by wire transfer or as otherwise agreed upon by the Parties, to the Company; and (iii) Accredited Investor Questionnaire duly executed all documents that the Purchaser is required to execute and deliver under Applicable Laws and the rules and policies of the TSX Venture Exchange, including the forms set out in Schedules A to D attached hereto, as applicable, to the Company as the issue and sale of the Securities by each Purchaser; and (iv) the Registration Rights Agreement duly executed Company to the Purchaser will not be qualified by each Purchasera prospectus or registration statement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Stockholders Agreement duly executed by the Company; (iii) a Note with legal opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, substantially in the form of Exhibit C attached hereto; (iv) a principal amount as set forth on copy of the signature page hereto equal irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver to each Purchaser, on an expedited basis, a certificate evidencing the number of Shares set forth opposite such Purchaser’s Subscription Amountname on Exhibit A hereto, registered in the name of such Purchaser; (iiiv) a Warrant, substantially in the Registration Rights Agreement duly executed by form attached hereto as Exhibit D, registered in the Companyname of such Purchaser to purchase up to a number of shares of Common Stock set forth opposite their respective names on Exhibit A hereto (such Warrant certificate to be delivered as promptly as practicable after the Closing Date but no in no event more than three Trading Days after the Closing Date); (ivvi) the Company shall have delivered a certificate Certificate, executed on behalf of the Company by its Principal Chief Executive Officer or its Chief Executive Officer (each as defined in the Exchange Act) of the CompanyAccounting Officer, dated as of the Closing Date, in which such officer shall certify that certifying to the fulfillment of the conditions set forth specified in subsections (i), (ii), (iv), (v), (vi) and (vii) of Section 2.3(b) have been fulfilled2.4(b); and (vvii) the Company shall have delivered a certificate Certificate, executed on behalf of the Company by its Secretary’s certificate containing (i) copies , dated as of the text of Closing Date, certifying the resolutions adopted by which the corporate action on the part Board of Directors of the Company necessary to approve approving the transactions contemplated by this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Shares and Warrants, certifying the current versions of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on Bylaws of the Closing Date, Company and (B) the certificate evidencing the good standing of Company certifying as of a day within five (5) Business Days prior to the Closing Datesignatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire the Stockholders Agreement duly executed by each such Purchaser; and (iviii) the Registration Rights Agreement duly executed Purchase Price by each Purchaserwire transfer to the account specified by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by Copy of a new share certificate for the Shares registered under the name of the Registration Company of Bank Hapoalim Ltd., the registration company of the Company (the "Registration Company"); (ii) a Note Copy of the notice of the Company to the Registration Company with respect to the issuance of the Shares (including all documents required by the Registration Company and/or Israeli Securities Laws, except for Form T87), with a principal amount as set forth on stamp indicating the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name acceptance of such notice by the Registration Company (the "Registration Notice"), irrevocably instructing the Registration Company to credit the Shares to the Purchaser's Account, the details of which shall be provided by the Purchaser in writing to the Company at least 4 Business Days following the Escrow Date; (iii) The executed Warrants in the Registration Rights Agreement duly executed name of the Purchaser signed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andThe TASE Approval; (v) a certificate A copy of an executed on behalf Form T87 reflecting the allocation of the Company Shares and the Warrants to the Purchaser; (vi) A certificate, duly executed by its Secretary’s certificate containing (i) copies the Company, confirming that, each of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement representations and the other Transaction Documents warranties set forth in Article III is full and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of if made on the Closing Date executed on behalf of and that the Company by has performed and complied in all material respects with all its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreementcovenants, or any other agreement, certificate or other instrument executed pursuant heretoagreements, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company undertakings as of a day within five (5) Business Days set forth herein required to be performed at or prior to the Closing DateDate (the “Company Certificate”); and (vii) Duly executed copy of the minutes, or a certified Corporate Secretary extract thereof, of the resolutions of the Board of Directors approving the Transaction Documents, and all corporate proceedings and required approvals related thereto, as required by Chapter 5 of the Companies Law have been obtained, all in accordance with the provisions of Section 282 of the Companies Law. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, as applicabl the details of the Purchaser Account. (c) At the Closing, the Company shall file with the TASE the T87 Form, and immediately thereafter shall deliver such executed T87 form to the Registration Company. (d) No later than 4 Business Days following the Escrow Date, the Escrow Agent shall confirm in writing to the Company that the entire Subscription Amount is deposited in the Escrow Account. Upon the fulfillment of all conditions to the Closing set forth in this Agreement as confirmed to the Escrow Agent by Company and Purchasers' Israeli Counsel, the Subscription Amount shall be held by the Escrow Agent on behalf of the Company without any restrictions whatsoever as of the time that the Company files the Form T87 with the TASE. Subsequent to such filing of Form T87, the Escrow Agent shall deliver by wire transfer, subject to the terms of the Escrow Agreement (which shall reflect, inter alia, the provisions of this sub-Section ‎2.2‎(c)), to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance reasonably satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement duly executed by are true and correct in all material respects, (x) the CompanyLoan Parties are in compliance with each of the covenants and conditions hereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent; (ii) a Note A certificate dated the Closing Date and signed by the Secretary, an Assistant Secretary or other Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with a principal amount this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as set forth in effect on the signature page hereto equal Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Purchaser’s Subscription Amount, registered Loan Party in the name of such Purchasereach state where organized or qualified to do business; (iii) This Agreement and each of the Registration Rights Agreement duly executed other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the Companypledged Collateral; (iv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 7.1.1; (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a certificate executed on behalf mortgage in favor of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in Administrative Agent, for the Exchange Act) benefit of the CompanyLenders, dated and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (vi) A duly completed Compliance Certificate as of the Closing Date, in which such officer shall certify signed by an Authorized Officer of Borrowers and demonstrating for the fiscal period ending November 30, 2010: (1) a trailing twelve month Consolidated EBITDA of the Loan Parties and their Subsidiaries of greater than or equal to $40,000,000 and (2) that the conditions ratio of Consolidated Funded Debt of the Loan Parties and their Subsidiaries to trailing twelve month Consolidated EBITDA of the Loan Parties and their Subsidiaries is less than or equal to 3.25 to 1.00; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that each existing financing arrangement with any of the Loan Parties as set forth in Section 2.3(b) on Schedule 7.1 have been fulfilledterminated, and all outstanding obligations thereunder have been paid and all Liens securing such obligations have been released or have been agreed to be promptly released. (ix) A review of the amount and nature of all tax, employee retirement benefit, labor contracts and relations, environmental and all other contingent liabilities (including any litigation) to which the Loan Parties may be subject; (x) Evidence that the Borrowers have sufficient mine bonding capacity to conduct their operations as projected in accordance with the financial projections of the Borrowers and their Subsidiaries provided to the Administrative Agent; (xi) Evidence that all of the Loan Parties’ coal reserves are owned by subsidiaries of Elk Creek, L.P. (known as Western Mineral Development, LLC and Ceralvo Holdings, LLC), Western Diamond LLC, Western Land Company, LLC and ▇▇▇▇▇▇▇▇▇ Coal Company, Inc.; (xii) Evidence that a minimum cash equity infusion of $5,000,000 has been made into Elk Creek, L.P. by its partners; (xiii) An engineering report certified by an independent engineer acceptable to the Administrative Agent setting forth a review of matters satisfactory to the Administrative Agent, including (i) the coal mines, coal reserves and business operations of the Loan Parties as related to the financial projections of the Borrowers, (ii) the Loan Parties’ coal reserves, and/or (iii) the value of the coal reserves, equipment and infrastructure of the Loan Parties; (xiv) The Authorized Officer of each Loan Party, acting in their capacities as such officers, shall have delivered a certificate in form and substance satisfactory to the Administrative Agent as to the solvency of each Loan Party after giving effect to the transactions contemplated hereby; (xv) A Lien search in acceptable scope and with acceptable results; and (vxvi) a certificate executed on behalf of Such other documents in connection with such transactions as the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary Administrative Agent or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datesaid counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior Prior to the first Closing DateDate relating to the issuance of a Debenture under this Agreement, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth the Company’s wire instructions, on Company letterhead and executed by the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserChief Executive Officer or Chief Financial Officer; (iii) a security agreement relating to the net proceeds of each purchase of Debentures pursuant to this Agreement as well as such other executed documents and agreements as Purchaser may reasonably request in order for Purchaser to perfect a security interest in such net proceeds; (iv) a Registration Rights Agreement duly executed by the Company; (ivv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of an account control agreement among the Company, dated as the Purchase and City National Bank of Florida, reasonably acceptable to Purchaser and duly executed by the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledCompany and City National Bank of Florida; and (vvi) a certificate executed on behalf of the Company shall have delivered to Purchaser the payment required under Section 5.2 by its Secretary’s certificate containing (i) copies wire transfer of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Dateimmediately available funds. (b) On or prior to the first Closing DateDate relating to the issuance of a Debenture under this Agreement, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserP▇▇▇▇▇▇▇▇; and (ivii) the Registration Rights Agreement duly executed by P▇▇▇▇▇▇▇▇; (iii) a security agreement relating to the net proceeds of each purchase of Debentures pursuant to this Agreement, duly executed by the Purchaser; and (iv) an account control agreement among the Company, the Purchase and City National Bank of Florida, duly executed by the Purchaser. (c) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following: (i) a Debenture with the principal amount specified in the applicable Purchase Notice issued on such Closing Date, registered in the name of Purchaser; and (ii) a Registration Rights Agreement with respect to Underlying Shares for the Debentures to be issued on such Closing Date the duly executed by the Company; (iii) the Company shall have provided Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (iv) the Company shall have provided Purchaser with a certificate executed by the Chief Financial Officer, on Company letterhead under penalties of perjury and certifying the representations and warranties of the Company set forth in this Agreement continue to be true and correct as of such Closing Date. (d) On or prior to each Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following: (i) the amount set forth in the applicable Purchase Notice by wire transfer to the account specified in the Account.

Deliveries. (a) On or prior to the Closing Date, the The Company shall deliver have delivered or cause caused to be delivered to each Purchaser of the following: (i) this Agreement a certificate signed by an authorized officer of the Company dated the Closing Date, stating that the conditions specified in Section 8.2(a), Section 8.2(b) and Section 8.2(d) have been satisfied; (ii) the payoff letters in customary form relating to the repayment of the Company Indebtedness outstanding under the Company Credit Documents as of the Closing Date together with UCC-3 termination statements or similar documents evidencing the termination of, or Company’s right to terminate, all Encumbrances relating to such Company Indebtedness; (iii) a Certificate of Merger in the form required by Delaware Law, duly executed by the Company.; (iiiv) reasonable evidence that the Company has obtained the consents required under those Material Contracts identified with an asterisk on Schedule 3.12 as requiring consent to a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name “change of such Purchaser; (iii) the Registration Rights Agreement duly executed by control” of the Company; (ivv) a certificate executed on behalf resignations of the directors of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in and the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andCompany Subsidiaries; (vvi) a certificate executed on behalf copy of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation certified by the Secretary of State of Delaware and bylaws a certificate of good standing of the Company from Delaware and each jurisdiction in effect on which the Company is duly qualified to transact business, in each case dated within ten (10) days (30 days in the case of any non-U.S. jurisdiction) of the Closing Date; (vii) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing its execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party and the consummation of all transactions contemplated hereby and thereby; (Bviii) the certificate evidencing Price Certification Certificate, duly executed by the good standing President or Chief Financial Officer of Company as of a day within five (5) Business Days prior to the Closing Date.Company; (bix) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agency Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaserthe parties thereto other than Acquiror; and (ivx) a certificate, in form and substance as required by the Registration Rights Agreement duly executed by each PurchaserTreasury Regulations promulgated under Code Sections 897 and 1445 stating that the Company is not and has not been a “United States Real Property Holding Company” as such term is defined in Section 897 of the regulations thereunder.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit C attached hereto; (iii) a Note with a principal amount as set forth on the signature page hereto equal to of $1.00 for each Purchaser’s $0.90 of Subscription Amount, Amount paid by each Purchaser registered in the name of such Purchaser; (iiiiv) Warrants in the Registration Rights Agreement duly executed form of Exhibit B hereto registered in the names of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of such Purchaser’s principal Note amount divided by the CompanyConversion Price in effect on the Closing Date with a per share Exercise Price of $1.20, subject to adjustment as provided therein; (ivv) the Lockup Agreement signed by each of the holders of the Company’s securities identified on Schedule 2.2(a)(v); (vi) a certificate executed on behalf of the Company by its Principal Executive Officer or and Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (vvii) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of the Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of the Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of the Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate Articles of Incorporation and bylaws Association in effect on the Closing Date, and (B) the certificate evidencing the good standing existence of Company as of a day within five (5) Business Days prior to the Closing Date.; and (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed by each PurchaserCompany.

Deliveries. (a) On At or prior to the Closing DateClosing, the Company shall deliver deliver, or cause caused to be delivered delivered, to each Purchaser Parent the following: (i) this Agreement duly executed by evidence, reasonably satisfactory to Parent, that Company has complied in all respects with the Companyrequirements under Section 228 and 262 of the DGCL; (ii) a Note with certificate of the Secretary of Company dated the Closing Date, in form and substance reasonably satisfactory to Parent as to the Company Certificate of Incorporation and the Company’s bylaws and Company being in good standing (including attaching the Company Certificate of Incorporation and Company’s bylaws and a principal amount as set forth on certificate of good standing dated not more than five (5) business days prior to the signature page hereto equal to each Purchaser’s Subscription Amount, registered in Closing issued by the name Secretary of such PurchaserState of the State of Delaware); (iii) a certificate of the Registration Rights Agreement duly executed by Chief Executive Officer and Chief Financial Officer of Company dated the CompanyClosing Date, in form and substance reasonably satisfactory to Parent, as to (A) Company not having paid any Transaction Expenses and (B) Company having taken all necessary and appropriate steps such that all Company Securities, including Company Options, will be treated as set forth in Article II; (iv) a certificate evidence, reasonably satisfactory to Parent, as to the termination of the Related Party Agreements (and the releases with respect thereto contemplated by Section 7.9); (v) evidence, reasonably satisfactory to Parent, as to the termination of the Employee Plans in accordance with Section 7.7, without any obligations or liabilities thereunder on the part of Company; (vi) the Certificate of Merger, duly executed by Company; (vii) Stockholders’ Written Consents necessary to secure the Requisite Stockholder Approval from holders of at least ninety-five percent (95%) of the shares of Company Stock (on behalf an as converted basis), duly executed and delivered by the holders of Company Stock that are parties thereto, and the duly executed Approval Certificate; (viii) an updated Section 3.2(a) of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyDisclosure Schedule, dated current as of the Closing Date; (ix) [intentionally omitted]; (x) a certificate duly executed by Company, in form and substance reasonably satisfactory to Parent, stating that no interest in Company is a United States real property interest within the meaning of Section 897 of the Code, which such officer shall certify that certificate (and delivery thereof) will comply in all respects with the conditions requirements set forth in Treasury Regulations Section 2.3(b) have been fulfilled1.1445-2(c)(3); and (v) a certificate executed on behalf provided, however, that if Company fails to deliver such certificate, the Closing shall proceed at Parent’s option, and Parent shall be entitled to withhold such amounts required to be withheld pursuant to Section 1445 of the Company Code, as determined by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, Parent in good faith; and (iii) copies of (Axi) the legal opinion of Goulston & Storrs, P.C. in the form previously agreed upon by Parent and Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Existing Noteholder the following: (i) this Agreement duly executed by evidence of the Companynumber of shares of the Exchanged Shares issued to such Existing Noteholder having been issued in book-entry form to such Existing Noteholder; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in Payoff Letter duly executed by the name of such PurchaserCompany and the other parties thereto; (iii) evidence that the Registration Rights Agreement duly executed by Exchanged Shares have been approved, subject to official notice of issuance, for listing on the CompanyTrading Market; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer Company’s Secretary or Chief Executive Officer (each as defined in the Exchange Act) another authorized officer of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws bylaws, as then in effect and attached thereto, (B) the resolutions adopted by the Board of Directors authorizing the transactions contemplated hereby and (C) as to the signatures and authority of the Persons signing the Transaction Documents and related documents on behalf of the Company; (v) a certificate of the Company signed on behalf of the Company by an executive officer and dated as of the Closing Date, and certifying that the conditions in Section 2.4(a) (Bother than clause (vi) thereof) have been satisfied; and (vi) evidence that the certificate evidencing Payoff Amount (as defined in the good standing of Company as of a day within five (5Payoff Letter) Business Days prior has been received by the applicable parties to the Closing Datewhich such amount is owed. (b) On or prior to the Closing Date, each Purchaser Existing Noteholder shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchasersuch Existing Noteholders; and (ii) the Payoff Letter duly acknowledged and countersigned by such Existing Noteholders.

Deliveries. At the Closing : (a) On or prior Sellers will deliver to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingBuyer: (i) this Agreement certificates representing 100% of the Sellers’ Shares, duly endorsed or accompanied by duly executed by the Company;stock powers (ii) a Note with a principal amount certificate executed by each Seller representing and warranting to Buyer that, except as set forth otherwise stated in such certificate, each of the Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the signature page hereto equal to each Purchaser’s Subscription AmountClosing Date, registered in the name except that representations and warranties that are by their express provisions made as of a specific date need be true and correct only as of such Purchaserspecific date; (iii) the Registration Rights Agreement duly a certificate executed by Company representing and warranting to Buyer that, except as otherwise stated in such certificate, each of Company’s representations and warranties in this Agreement was accurate in all respects as of the Companydate of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date, except that representations and warranties that are by their express provisions made as of a specific date need be true and correct only as of such specific date; (iv) a certificate executed on behalf of good standing; (v) appropriate board resolutions and shareholder’s consents granting the Company and its officers the authority to enter into this transaction; and (vi) an attorney’s opinion in the form of APPENDIX B to this Agreement stating, among other things, that the Company is in good standing, has no material claims or litigation and is licensed and authorized to do business in the states in which it is presently conducting business. (vii) appropriate documents converting all loans to Company from shareholders or other related parties into equity, except for the debt in the amount of $125,000 loaned to Company by ▇▇▇▇ ▇▇▇▇▇▇▇, which is secured by the home of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) shareholder. It is agreed that this loan shall be converted into preferred stock of the Company, dated as and shall be redeemed from the operating cash flow of the Closing DateCompany, in which such officer without the approval of the TBeck. The preferred stock shall certify that remain part of the conditions set forth in Section 2.3(b) have been fulfilled; andoutstanding shares of the Company and will not be transferred to the Buyer. (vb) Buyer will deliver to Company: (i) written resignation of the entire board of directors of the Buyer, as well as its officers, with a consent to appoint to the board of directors of the Buyer the appointees of the Seller, which shall include one designee of TBeck on such board. (ii) a certificate executed on behalf by Buyer to the effect that, except as otherwise stated in such certificate, each of the Company by its SecretaryBuyer’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve representations and warranties in this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated is accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed if made on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (biii) On or prior to a financial statement of the Closing Date, each Purchaser shall deliver or cause to be delivered to Buyer showing no assets and no liabilities at the date of the Closing. (iv) a certificate of god standing from Buyer’s state of incorporation dated within three days of closing. (v) Appropriate board resolutions and shareholder’s consents granting the Company and its officers the following: (i) authority to enter into this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchasertransaction; and (ivvi) an attorney’s opinion in the Registration Rights form of Appendix B to this Agreement stating, among other things, that no third-party consents are necessary to consummate this transaction, that the Company is in good standing, has no material claims or litigation and is licensed and authorized to do business in the jurisdictions in which it is presently conducting business, and legally issued the Buyer’s common stock. (vii) Prior to the Closing, the Buyer shall have taken all corporate action necessary to amend and restate its Articles of Incorporation and have such Amended Articles be effective immediately following the Closing. (c) Buyer will issue and deliver to Sellers, free and clear of all liens, charges, encumbrances and restrictions of any kind (other than those imposed pursuant to the terms of this Agreement), 22,000,000 shares of the restricted Buyer Common Stock to Sellers on a pro rata basis of their holdings of Company Stock. The exact number of shares to be issued to each seller is set forth on Schedule 1, Sellers. (1) Paragraph 2.3(c) immediately above notwithstanding, Buyer shares will be issued at Closing only to Sellers who tender their Company shares at Closing with duly executed stock powers. (d) Buyer will issue and deliver to TBeck, free and clear of all liens, charges, encumbrances and restrictions of any kind (other than those imposed pursuant to the terms of this Agreement), 4,000,000 shares of the restricted Buyer Common Stock and 14,000,000 of the free trading stock of the Buyer’s Common Stock. (e) TBeck will deliver to Buyer $1,000,000 in net equity funds. Payment shall be made by each PurchaserTBeck’s forgiveness of the $506,000 loan made by TBeck to the Company prior to Closing; by payment by TBeck of $250,000 for the acquisition costs of Buyer and other expenses incurred by TBeck in connection with this Agreement, and the issuance of a promissory note that has been issued to the Company by TBeck in the original principal amount of $500,000. Such note now has a reduced principal of $244,000. In this connection, TBeck will deliver any evidence of indebtedness relating to the loan and a release from the loan in form acceptable to the Company, and shall release any claim to the 1,126,745 shares of the stock of the Company that had been held in the name of TBeck and 3 JP since the original funding.

Deliveries. (a) On or prior to the Closing Date, the Company shall execute and deliver or cause to be delivered to each Purchaser the following, each fully executed by the appropriate authorized officer or officers of the Company: (i) this Agreement duly executed by the Company(along with all Disclosure Schedules); (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserDebenture; (iii) the Registration Rights Agreement duly executed by the CompanyWarrant; (iv) a certificate executed on behalf the Security Agreement along with all Security Documents; (v) the Subordination Agreement; (vi) SBA Form 480 (Size Status Declaration), SBA Form 652 (Assurance of the Company by its Principal Executive Officer or Chief Executive Officer Compliance) and SBA Form 1031 (each as defined Portfolio Finance Report), Parts A and B, in the Exchange Actforms of Exhibit D, Exhibit E and Exhibit F, respectively, attached hereto; (vii) Approval by the Board of Directors of the Company, dated done in conformance with all applicable law and the Bylaws of the Company, certified by the Secretary of the Company as of the Closing Date, in which approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of this Agreement and the Transaction Documents, and authorizing execution, delivery, and performance thereof; (viii) A copy of the Certificate of Incorporation of the Company, as amended to date, certified by an official of the Company's jurisdiction of formation or incorporation and further certified by the Secretary of the Company not to have been altered or amended since certification by such officer shall certify that official; a Certificate of Good Standing dated within 30 days of the conditions set forth date first written above from the Secretary of State of the Company's jurisdiction of formation or incorporation; and a copy of the Bylaws of the Company, certified as true and correct by the Secretary of the Company; (ix) Payment of the origination and commitment fees, if any, referenced in Section 2.3(b) have been fulfilled2.1 hereof; and (vx) a certificate executed on behalf of the Company by its Secretary’s certificate containing (iSuch other instruments, documents or items as Purchaser may reasonably request. b) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on On the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount;Amount by wire transfer to the account as specified in writing by the Company; and (iii) Accredited Investor Questionnaire the Security Agreement, duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Dateeach Closing, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) as to the Initial Closing, this Agreement duly executed by the Company; (ii) as to each Closing, a Note with a principal amount certificate representing the number of shares of Preferred Stock as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserSchedule 1; (iii) as to the Initial Closing, the Registration Rights Agreement duly executed by the Company; (iv) as to the Initial Closing, the Leak Out Agreement duly executed by the Company; (v) as to each Closing, the Company shall have delivered to the Purchaser a certificate certificate, in the form acceptable to the Purchaser and its counsel, executed on behalf by the secretary of the Company dated as of the Closing Date, as to (i) the resolutions as adopted by its Principal Executive Officer the Company’s board of directors in a form acceptable to the Purchaser, (ii) certificate of incorporation or other organizational document of each of the Company, and (iii) the Bylaws or other organizational document of the Company, each as in effect at the applicable Closing; (vi) as to each Closing, the Purchaser shall have received a certificate, duly executed by the Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of each the Closing Date, confirming compliance with Section 2.3(a)(i) and (ii) below and as to such other matters as may be reasonably requested by the Purchaser and its counsel in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andform acceptable to the Purchaser; (vvii) as to the Initial Closing, a certificate executed on behalf evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by its Secretary’s certificate containing the Secretary of State (ior comparable office) copies of the text such jurisdiction of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company formation as of a day date within five (5) Business Days prior days of applicable Closing Date; (viii) as to the Initial Closing, a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within five (5) days of the applicable Closing Date; (ix) as to the Initial Closing, the Company shall have delivered to the Purchaser a certified copy of its certificate of incorporation, as amended, as certified by the Delaware Secretary of State within five (5) days of the Closing Date; (x) as to each Closing, an opinion of counsel to the Company, in such form as reasonably acceptable to the Purchaser; (xi) as to the Initial Closing, the Company shall have delivered the consent of the holder of the Debentures for the establishment of the Segregated Cash Account; and (xii) as to each Closing, the Company and the Subsidiaries shall have delivered to the Purchaser such other documents, instruments, opinions or certificates relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request. (b) On or prior to each Closing, the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) as to the Initial Closing, this Agreement duly executed by such the Purchaser; (ii) such Purchaser’s Subscription Amountas to the Initial Closing, the Initial Closing Purchase Price subject to the closing by wire transfer; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) as to the Initial Closing, the Purchaser shall deliver the Registration Rights Agreement duly executed by each the Purchaser; (iv) as to the Initial Closing, the Purchaser shall deliver the Leak Out Agreement duly executed by the Purchaser; and (v) as to the Subsequent Closing, the Subsequent Closing Purchase Price subject to the closing by wire transfer.

Deliveries. At the Closing on the Closing Date: (a) On each Seller will deliver to Buyer: (i) certificates representing the Company Shares, duly endorsed (or prior accompanied by duly executed stock powers); (ii) a statement of the chief executive officer and chief financial officer of the Company, that there are no material liabilities, claims, debts, accounts or litigation that are not shown on the Company Balance Sheets, the Schedules to this Agreement or made in writing to the Buyer in writing. (iii) a certificate executed by the Company, representing and warranting to Buyer that, except as otherwise stated in such certificate, each of the Company’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date, ; (iv) the appropriate shareholders or board of directors resolutions appointing one designee of the Buyer to the board of directors of the Company; (v) certified copy of the resolutions duly adopted by the board of directors of the Company shall approving this Agreement and consummation of the transactions contemplated hereby; (vi) statement of good standing, absence of litigation, and transfer of financial statements per Exhibit C. (b) Buyer will deliver or cause to be delivered to each Purchaser the followingSellers: (i) this Agreement duly executed by the Companyportion of the Purchase Consideration payable in cash as described in paragraph 2.3 above, with the $300,000 cash consideration or promissory note being paid to each Seller in the amount listed on Exhibit “A’’; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in certificates evidencing the name of such PurchaserConsideration Shares; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf by Buyer to the effect that, except as otherwise stated in such certificate, each of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined Buyer’s representations and warranties in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated is accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect if made on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date; and. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire certified copies of resolutions duly executed adopted by each Purchaser; and (iv) the Registration Rights board of directors of Buyer approving this Agreement duly executed by each Purchaserand the consummation of the Purchase and the transactions contemplated hereby.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (viv) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the followingfollowing to be effective concurrently with the Closing and no transaction shall be deemed to have been completed or any document delivered until all such Transaction have been completed and all required documents delivered: (i) this Agreement duly executed by the CompanyAgreement; (ii) a Note with copy of a principal amount as set forth on share certificate evidencing the signature page hereto equal to each Purchaser’s Subscription Amount, registered issuance of the Shares in the name of the Nominee Company and an issuance letter from Company to the Nominee Company. The Shares shall be credited to each of the securities accounts opened by their respective Purchaser with members of the TASE, in the names and in such Purchaseramounts set forth on Schedule I, hereto; (iii) the Registration Rights Agreement duly executed a certificate signed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) chief executive officer and chief financial officer of the Company, dated as of the Closing Date, in which such officer shall certify to the effect that the conditions set forth in Section 2.3(b) have been fulfilledsatisfied; (iv) a certificate signed by the Secretary of the Company or the General Counsel of the Company, dated as of the Closing Date, certifying: (i) the resolutions of the Board of Directors of the Company evidencing approval of the Transaction Documents and consummation of the Transaction contemplated therein and other matters contemplated hereby; (ii) a copy of the Articles of Association of the Company; (iii) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement; and (iv) the names, titles and signatures of the officers of the Company authorized to sign any of the Transaction Documents, together with the true signatures of such officers; and Purchaser shall have received an opinion from Company Counsel, dated the Closing Date, substantially in the form attached hereto on Exhibit I; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Registration Rights Agreement, or any other agreement, certificate or other instrument duly executed pursuant hereto, and (iii) copies of (A) by the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the followingfollowing to be effective concurrently with the Closing and no transaction shall be deemed to have been completed or any document delivered until all such Transaction have been completed and all required documents delivered: (i) this Agreement duly executed by such Purchaser; (ii) such the Purchaser’s Subscription Amount;Amount by wire transfer to the account as specified in writing in escrow for the Company after all of the other Closing Conditions have been satisfied; and (iii) Accredited Investor Questionnaire the Registration Rights Agreement, duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. At the Closing: (a) On or prior to the Closing DateSeller will deliver, the Company shall deliver or cause to be delivered delivered, the following to each Purchaser the followingBuyer: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companycertificate, dated as of the Closing Date, in which such signed by an officer shall certify of Seller certifying that the conditions set forth in Section 2.3(b) Sections 6.2 and 6.3 have been fulfilledsatisfied; (ii) duly executed resignations of all directors and officers of the Sale Entities elected or appointed by Seller or its Affiliates effective as of the Closing; (iii) copies of the consents, authorizations, approvals, notices, filings and registrations obtained or made as contemplated by Section 3.10; (iv) a certificate complying with Section 1445 of the Code and Treasury Regulations thereunder, duly executed and acknowledged, certifying that Seller is not a foreign person; (v) (A) certificates representing the Class B Interests accompanied by transfer powers with respect to the Class B Interests, duly endorsed in blank, in proper form for transfer, with appropriate transfer stamps, if any, affixed, or (B) evidence reasonably satisfactory to Buyer that the certificates representing the Class B Interests will be delivered to Buyer promptly following the payment of the Existing Back-Leverage Financing and termination of the interest rate hedging arrangements associated with the Existing Back-Leverage Financing in accordance with Section 5.12; (vi) the Payoff Agreement; (vii) counterparts of each Swap Novation Agreement, duly executed by Seller and each other party thereto that is not Buyer or an Affiliate of Buyer; (viii) a counterpart of the Transition Services Agreement, duly executed by Seller; and (ix) all such other documents, agreements, or instruments as shall, in the reasonable opinion of Buyer and its counsel, be reasonably necessary in connection with the Contemplated Transactions, or required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement. (b) Buyer will deliver, or cause to be delivered, the following to Seller: (i) the Estimated Purchase Price required by Section 2.1(b) of this Agreement; (ii) a certificate, dated as of the Closing Date, signed by an officer of Buyer certifying that the conditions set forth in Sections 7.2 and 7.3 have been satisfied; (iii) copies of the consents, authorizations, approvals, notices, filings and registrations obtained or made as contemplated by Section 4.4; (iv) counterparts of each Swap Novation Agreement, duly executed by each party thereto that is Buyer or an Affiliate of Buyer; (v) a certificate executed on behalf counterpart of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Transition Services Agreement, or any other agreement, certificate or other instrument duly executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date.by Buyer; and (bvi) On all such other documents, agreements, or instruments as shall, in the reasonable opinion of Seller and its counsel, be reasonably necessary in connection with the Contemplated Transactions, or required to be delivered by Buyer at or prior to the Closing Date, each Purchaser shall deliver or cause Date pursuant to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserAgreement.

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that the Loan Parties are in compliance with each of their representations, warranties, covenants and conditions hereunder and no Event of Default or Potential Default exists and no Material Adverse Change has occurred since the date of the last audited financial statements of ATI and its Subsidiaries delivered to the Administrative Agent. (ii) A certificate dated the Closing Date and signed by the Secretary, an Assistant Secretary, Officer or Manager, as the case may be, of each of the Loan Parties, certifying as appropriate as to: (a) On all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iii) A good standing certificate for each Loan Party dated not more than sixty (60) days prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed issued by the Company; (ii) a Note with a principal amount Secretary of State or other appropriate official of each Loan Party’s jurisdiction of incorporation or formation, as set forth on the signature page hereto equal to case may be, and each Purchaserjurisdiction where the conduct of each Loan Party’s Subscription Amount, registered in business activities or the name ownership of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Companyits properties necessitates qualification; (iv) a certificate executed on behalf This Agreement and each of the Company other Loan Documents signed by an Authorized Officer. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date for the benefit of the Administrative Agent and each Lender and in form and substance satisfactory to the Administrative Agent and its Principal Executive counsel. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, in form and substance satisfactory to the Administrative Agent and its counsel. (vii) A duly completed Compliance Certificate as of March 31, 2007, signed by an Authorized Officer of ATI; (viii) All material consents required to effectuate the transactions contemplated hereby; (ix) Evidence that (i) no litigation, investigation or Chief Executive Officer proceeding before or by any arbitrator or Official Body shall be continuing or threatened against any Loan Party or against the officers or directors of any Loan Party (each as defined A) in connection with the Loan Documents or any of the transactions contemplated thereby and which, in the Exchange Actreasonable opinion of Administrative Agent, is deemed material or (B) which could, in the reasonable opinion of Administrative Agent, constitute a Material Adverse Change; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Loan Party or the conduct of its business or inconsistent with the due consummation of the Company, dated as transactions contemplated by this Agreement shall have been issued by any Official Body; (x) A copy of the Projections; (xi) A Lien search in acceptable scope and with acceptable results (including results with respect to judgment and tax Lien searches to be provided after the Closing DateDate with respect to certain Loan Parties at certain additional (secondary) locations of such Loan Parties); (xii) Evidence that all necessary termination statements, release statements and other releases in which such officer shall certify that the conditions set forth in Section 2.3(bconnection with all Liens (other than Permitted Liens) have been fulfilledfiled or satisfactory arrangements have been made for such filing (including payoff letters, if applicable); (xiii) Evidence of the amount and nature of all contingent liabilities of the Loan Parties including tax, ERISA, employee retirement benefit and other contingent liabilities as more fully set forth on Schedule 5.1.12; and (vxiv) a certificate executed on behalf of Such other documents in connection with such transactions as the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary Administrative Agent or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datesaid counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the The Company shall deliver or cause to be have delivered to each Purchaser and the Collateral Agent fully executed (where applicable) copies of the following: 3.1.1.1. this Agreement; 3.1.1.2. the Notes; 3.1.1.3. the Security Agreement; 3.1.1.4. the Patent License Agreement; 3.1.1.5. the Patent Security Agreement; 3.1.1.6. the Patent Assignment Agreement; (i) this Agreement duly executed a copy of the certificate or articles of incorporation or other constitutive document, including all amendments thereto, of the Company, certified as of a recent date by the Company; Secretary of State of the state of its organization and a certificate as to the good standing of the Company as of a recent date, from such Secretary of State (or, in each case, a comparable governmental official, if available); (ii) a Note with a principal amount as set forth on certificate of the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf Secretary or Assistant Secretary of the Company by its Principal Executive Officer or Chief Executive Officer dated the Closing Date and certifying (each as defined in the Exchange ActA) that attached thereto is a true and complete copy of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf by-laws of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing DateDate and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of the Company authorizing the execution, delivery and performance of the Documents, and that such resolutions and consents have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Company have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (BD) as to the incumbency and specimen signature of each officer executing this Agreement or any other Document on behalf of the Company; and (iii) a certificate of another officer as to the incumbency and **** Certain confidential information has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. Certain confidential portions of this exhibit, including schedules and exhibits, have been filed separately with the Securities and Exchange Commission (the “SEC”) pursuant to a confidential treatment request filed in accordance with Rule 24b-2 of the Exchange Act and these confidential portions have been omitted from this exhibit. The location of each omitted portion is indicated by a series of four asterisks in brackets (“[****]”). specimen signature of the Secretary or Assistant Secretary executing the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior pursuant to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; clause (ii) such Purchaser’s Subscription Amountabove; (iii) Accredited Investor Questionnaire duly executed by 3.1.1.8. an opinion of counsel for the Company addressed to the Collateral Agent and each Purchaserother party hereto in customary form and otherwise in form and substance reasonably satisfactory to the Collateral Agent; 3.1.1.9. an officer’s certificate from an Authorized Officer of the Company certifying that the condition set forth in Section 3.1.2 has been satisfied; and (iv) 3.1.1.10. all documentation and other information about the Registration Rights Agreement duly executed Company requested by each Purchaserthe Revenue Participants or the Note Purchasers or the Collateral Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly a legal opinion of Company Counsel, as to those matters set forth on Exhibit B attached hereto, that is reasonably satisfactory to Purchaser Majority; (ii) Copy of a new share certificate for the Shares registered under the name of the Registration Company of Bank Hapoalim Ltd., the registration company of the Company (the "Registration Company"); (iii) Copy of the notice of the Company to the Registration Company with respect to the issuance of the Shares (including all documents required by the Registration Company and/or Israeli Securities Laws, except for Form T87), with a stamp indicating the acceptance of such notice by the Registration Company (the "Registration Notice"), irrevocably instructing the Registration Company to credit the Shares to the Purchaser's Account, the details of which shall be provided by the Purchasers in writing to the Company at least 4 Business Days following the Escrow Date; (iv) The executed Warrants in the name of each Purchaser signed by the Company; (iiv) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserThe TASE Approval; (iiivi) A copy of an executed Form T87 reflecting the Registration Rights Agreement allocation of the Shares and the Warrants to the Purchasers; (vii) A certificate, duly executed by the Company; (iv) a certificate executed on behalf , confirming that, each of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions representations and warranties set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement Article III is full and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of if made on the Closing Date executed on behalf of and that the Company by has performed and complied in all material respects with all its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreementcovenants, or any other agreement, certificate or other instrument executed pursuant heretoagreements, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company undertakings as of a day within five (5) Business Days set forth herein required to be performed at or prior to the Closing Date.Date (the “Company Certificate”); and (viii) Duly executed copy of the minutes, or a certified Corporate Secretary extract thereof, of the resolutions of the Board of Directors approving the Transaction Documents, and all corporate proceedings and required approvals related thereto, as required by Chapter 5 of the Companies Law have been obtained, all in accordance with the provisions of Section 282 of the Companies Law (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) The details of the Purchaser Account. (c) At the Closing, the Company shall file with the TASE the T87 Form, and immediately thereafter shall deliver such executed T87 form to the Registration Company. (d) No later than 4 Business Days following the Escrow Date, the Escrow Agent shall confirm in writing to the Company that the entire Subscription Amount is deposited in the Escrow Account. Upon the fulfillment of all conditions to the Closing set forth in this Agreement duly executed as confirmed to the Escrow Agent by Company and Purchasers' Israeli Counsel, the Subscription Amount shall be held by the Escrow Agent on behalf of the Company without any restrictions whatsoever as of the time that the Company files the Form T87 with the TASE. Subsequent to such Purchaser; filing of Form T87, the Escrow Agent shall deliver by wire transfer, subject to the terms of the Escrow Agreement (ii) such Purchaser’s which shall reflect, inter alia, the provisions of this sub-Section ‎2.2(c)), to the Company the Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) Upon the Company’s receipt of Exchange Approval, the Commitment Shares; (iii) a Note with a principal amount as set forth on the signature page hereto Principal Amount equal to the amount subscribed for at each Purchaser’s Subscription AmountClosing, registered in the name of the Purchaser, which Note shall become convertible upon the Company’s receipt of Exchange Approval in addition to the fulfillment of the other conditions for such PurchaserNote to become convertible set forth in the Transaction Documents; (iiiiv) the Registration Rights Agreement Warrants, duly executed by the Company; (ivv) the Transfer Agent Instruction Letter, duly executed by the Company and the Transfer Agent; (vi) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date; (vii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (viii) a certificate executed on behalf by the Secretary of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, and dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing as to (i) copies the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the text Purchaser, approving the entering into and performance of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions issuance, offering and actions contemplated hereby and thereby, which shall be accompanied by a certificate sale of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedSecurities, (ii) an incumbency the Company’s certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant heretoincorporation, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws bylaws, each as in effect on at the Closing DateClosing; and (ix) such other documents, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior instruments or certificates relating to the Closing Datetransactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each the Purchaser; and (ivii) the Registration Rights Agreement duly executed Purchaser’s Subscription Amount by each Purchaserwire transfer to the account specified in writing by the Company.

Deliveries. (a) On In a form, scope and substance satisfactory to Agent, the Guarantors shall deliver or prior cause to be delivered, to Agent (or to the Closing Dateextent the items described below are to be executed or delivered by the Administrative GP, its officers, directors or attorneys, or otherwise relate to the Irrevocable Instruction, the Company Guarantors shall exert their reasonable commercial efforts to deliver or cause to be delivered to Agent), as soon as practicable following the execution of this Guaranty, the Credit Agreement and the L/C Agreement, each Purchaser of the following: (i) this Agreement duly executed by the CompanyIrrevocable Instruction; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated Pegasus Investors GP, Inc., a Delaware corporation ("Corporate GP"), as general partner of Pegasus Investors, L.P., a Delaware limited partnership and the managing general partner of each Guarantor (the "Managing GP"), certifying (A) that attached thereto are true, correct and current copies of the Closing Date certifying to Partnership Agreements, the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as agreement of limited partnership of the Closing Date Managing GP and the certificate of incorporation and bylaws of the Corporate GP (in each case, including any and all signatures, exhibits, schedules, annexes and amendments thereto, as applicable); (B) that the execution, delivery and performance of this Guaranty and all other agreements, documents and instruments executed and delivered in connection herewith by the Guarantors, the Managing GP and the Corporate GP, individually or on behalf of Company by its corporate secretary the Guarantors (or either one of its assistant them) (1) are within the partnership, corporate secretaries certifying the office power (as applicable) of each officer such Person, (2) have been duly authorized by all necessary and proper partnership, corporate, partner or shareholder action (as applicable) of Company executing this Agreementsuch Persons, (3) do not contravene any provision of such Person's partnership agreement, certificate of incorporation or bylaws, (4) do not violate any law or regulation, or any other agreementorder or decree of any court or Governmental Authority applicable to such Person, certificate (5) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound, (6) do not result in the creation or imposition of any Lien upon any of the property of such Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to this Guaranty, (7) do not require the consent or approval of any Governmental Authority or any other Person except as has been previously obtained and (8) do not result in an Event of Dissolution or any Trigger Event; (C) that attached thereto are true, correct and current copies of all partnership and corporate resolutions and other authorizations of the limited partnership panel, board of directors, management committee or other managing bodies of the Guarantors, the Managing GP and the Corporate GP which were adopted and approved in connection with, and necessary to permit, the execution, delivery and performance of this Guaranty by of on behalf of either of the Guarantors and all other agreements, documents and instruments executed pursuant heretoand delivered by or on behalf of either of the Guarantors in connection herewith; (D) the incumbency and true or facsimile signatures of all officers of the Corporate GP on behalf of the Managing GP and the Guarantors, which will or have executed and delivered this Guaranty or any other agreements, documents or instruments executed and delivered by or in behalf of either of the Guarantors in connection herewith and (E) that no Event of Dissolution or other Trigger Event has occurred and is continuing; (iii) a certificate of the company secretary (or other equivalent) of Pegasus Administration Limited, a Cayman Islands limited duration company and the administrative general partner of each Guarantor (the "Administrative GP"), certifying (A) that attached thereto are true, correct and current copies of the charter and bylaws of the Administrative GP (including any and all signatures, exhibits, schedules, annexes and amendments thereto); (B) that the execution, delivery and performance of the Irrevocable Instruction and all other agreements, documents and instruments executed and delivered in connection therewith by the Administrative GP, (1) are within the company power of the Administrative GP, (2) have been duly authorized by all necessary and proper company action of the Administrative GP, (3) do not contravene any provisions of the Administrative GP's charter or bylaws, (4) do not violate any law or regulation, or any order or decree of any court or Governmental Authority applicable to the Administrative Agent, and (iii5) do not require the consent or approval of any Governmental Authority or any other person, except as has been previously obtained, (C) that attached thereto are true, correct and current copies of all company resolutions and other authorizations of the board of directors or other managing body of the Administrative GP which were adopted and approved in connection with, and necessary to permit, the execution, delivery and performance of the Irrevocable Instruction on behalf of the Administrative GP and all other agreements, documents and instruments executed and delivered by the Administrative GP and (D) the incumbency and true or facsimile signatures of all officers of the Administrative GP which will or have executed and delivered the Irrevocable Instruction or any other agreements, documents or instruments executed and delivered by the Administrative GP in connection therewith; (iv) certificates of limited partnership of each Guarantor and the Managing GP, and a certificate of incorporation of the Corporate GP, in each case certified, as of a date no earlier than thirty (30) days prior to the date on which the Irrevocable Instruction is executed and delivered, by the Secretary of State of Delaware together with good standing certificates of such Person from the Secretary of State of Delaware, and certificates of existence and good standing with respect to the Administrative GP certified by the Cayman Islands (or appropriate agency thereof) as of a date no earlier than thirty (30) days prior to the date on which the Irrevocable Instruction is executed and delivered; and (v) an opinion of counsel to the Guarantors, the Managing GP and the Corporate GP, favorably addressing, as a matter of Delaware partnership and corporate law and New York law, as applicable, as to this Guaranty, substantially in the form delivered by such counsel as of October 27, 1997 with respect to that certain Limited Supplemental Guaranty of even date herewith; and (vi) an opinion of counsel to the Administrative GP, favorably addressing, as a matter of the laws of the Cayman Islands, (A) the Company’s Certificate organization, existence and good standing in the jurisdiction of Incorporation organization and bylaws in effect on principal place of business of the Closing DateAdministrative GP, and (B) each of the certificate evidencing matters described in Section 3(a)(iii)(B) hereof, (C) the good standing enforceability of Company as the provisions of a day within five the Irrevocable Instruction against the Administrative GP and (5D) Business Days prior to the Closing Dateirrevocability of the Irrevocable Instruction. (b) On or prior Promptly following the execution and delivery by Borrower to the Closing DateGuarantors of the "Litigation Warrants" referred to defined in and in accordance with the Series A Preferred Stock Documents and delivery by Borrowers of the Litigation Warrant Opinion (or waiver thereof by the Guarantors), each Purchaser the Guarantors shall deliver or cause to be confirm such occurrence in a writing delivered to the Company the following: Agent and shall deliver to Agent a certificate (i) this Agreement duly executed by setting forth a calculation of (and showing in reasonable detail) the Net Assets and Unpaid Capital Obligations of each Guarantor, and the Aggregate Net Capital and Aggregate Portfolio Cash Flow as of the date of such Purchaser; certification and (ii) stating that each of the representatives and warranties set forth in Section 4 hereof are true and correct as of the date thereof. Promptly following Agent's receipt of each of the items described in Section 3(a) hereof and the Guarantors written confirmation and certification referred to in the immediately preceding sentence (or waiver thereof by Agent), Agent shall confirm such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) occurrence in a writing delivered to Guarantors. Upon Agent's delivery of such confirmation and the Registration Rights Agreement duly executed by each Purchaserissuance of the Litigation L/C, and notwithstanding anything herein or any fact to the contrary, the Effectiveness Conditions shall, for all purposes of this Guaranty, be deemed to have been satisfied and the Effective Date shall be deemed to have occurred.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingfollowing to be effective concurrently with the Closing and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (i) this Agreement the APA and the Consulting Agreement, duly executed by the Company; (ii) a Note with copy of a principal amount as set forth on share certificate evidencing the signature page hereto equal to each Purchaser’s Subscription Amount, registered issuance of the Shares in the name of the Nominee Company and an issuance letter from Company to the Nominee Company. The Shares shall be credited to each of the securities accounts opened by their respective Purchasers with members of the TASE, in the names and in such Purchaseramounts set forth on Schedule I, hereto; (iii) a copy of a share certificate evidencing the issuance of the APA Shares in the name of the Nominee Company and an issuance letter from Company to the Nominee Company. The Shares shall be credited to the securities accounts opened by the Seller under the APA with a member of the TASE, in the names and in such amounts set forth thereunder; (iv) Warrants shall be issued to ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇ (or any entity or entities designated by them) in accordance with the terms and conditions set forth in Exhibit B; (v) the Registration Rights Agreement Agreement, duly executed by the Company; (ivvi) a certificate executed on behalf of signed by the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) chief executive officer and chief financial officer of the Company, dated as of the Closing Date, in which such officer shall certify to the effect that the conditions set forth in Section 2.3(b) have been fulfilled; andsatisfied; (vvii) a certificate executed on behalf signed by the Secretary of the Company by its Secretary’s certificate containing (i) copies or the General Counsel of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyCompany, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to Date, certifying: (i) the Purchasers that such resolutions were duly adopted of the Board of Directors of the Company evidencing approval of the Transaction Documents and have not been amended or rescinded, consummation of the transactions contemplated therein and other matters contemplated hereby; (ii) an incumbency certificate dated as a copy of the Closing Date executed on behalf Articles of Company by its corporate secretary or one Association of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and Company; (iii) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement; and (Aiv) the Company’s Certificate names, titles and signatures of Incorporation the officers of the Company authorized to sign any of the Transaction Documents, together with the true signatures of such officers; and bylaws in effect on Purchasers shall have received an opinion from Company Counsel, dated the Closing Date, substantially in the form attached hereto on Exhibit D; and (viii) resignation letters and (B) no claim letters by the certificate evidencing the good standing of following Company as of a day within five (5) Business Days prior to the Closing Date.directors: ▇▇▇▇▇ ▇▇▇▇▇▇; Shirith Kasher and Avi ▇▇▇▇▇▇▇▇; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the followingfollowing to be effective concurrently with the Closing and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each such Purchaser; (iii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing in escrow for the Company after all of the other Closing Conditions have been satisfied; and (iv) Consulting Agreement duly executed by the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement the Transaction Agreements duly executed by the CompanyCompany and, in the case of the Notes and the Indenture, the Trustee; (ii) a Note with a one or more certificated Notes in such names and denominations as the Purchaser may request duly authenticated by the Trustee in an aggregate principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser$125,000,000; (iii) a certificate in form and substance reasonably satisfactory to the Registration Rights Agreement Purchaser duly executed on behalf of the Company by an authorized executive officer of the Company, certifying that (A) the representations and warranties of the Company contained in Article III shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), and (B) the conditions to Closing set forth in Section 2.3(a)(ii) of this Agreement have been fulfilled; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) secretary of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying (A) that attached thereto is a true and complete copy of the bylaws of the Company as in effect at the time of the actions by the Board referred to in clause (B) below, and on the Purchasers Closing Date; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board authorizing the execution, delivery and performance of the Transaction Agreements and that all such resolutions were duly are in full force and effect and are all the resolutions adopted and have not been amended or rescinded, (ii) an incumbency certificate dated in connection with the transactions contemplated hereby as of the Closing Date executed on behalf Date; (C) that attached thereto is a true and complete copy of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws as in effect at the time of the actions by the Board referred to in clause (B) above, and on the Closing Date, ; and (BD) as to the certificate evidencing incumbency of any officer of the good standing Company executing a Transaction Agreement on behalf of the Company; and (v) a legal opinion of Company as Counsel, in substantially the form of a day within five (5) Business Days prior to the Closing DateExhibit C attached hereto. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement the Transaction Agreements to which the Purchaser is a party duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each the Purchaser; and (ivii) the Registration Rights Agreement duly executed Subscription Amount by each Purchaserwire transfer to the account specified by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Agent and the Purchasers the following: (i) this Agreement duly executed by the Company; (ii) a Note Security Agreement providing the Agent (for the benefit of the Purchasers) with a lien on all of the assets of the Company and its Subsidiaries, duly executed by the Company and its Subsidiaries; (iii) a Note registered in the name of each Purchaser with such principal amount as set forth on Schedule 1, duly executed by the signature page hereto equal to each Purchaser’s Subscription AmountCompany; (iv) the Commitment Shares, registered in the name of such Purchasereach Purchaser as set forth on Schedule 1; (iiiv) a Warrant, registered in the name of each Purchaser as set forth on Schedule 1, duly executed by the Company; (vi) the Registration Rights Agreement duly executed by the Company; (ivvii) the Individual Guaranty Agreement, duly executed by the Individual Guarantors; (viii) the Individual Pledge Agreement, duly executed by the Individual Guarantors; (ix) UCC financing statements with respect to each Obligor; (x) a certificate certificate, in the form acceptable to the Purchasers and their counsel, executed on behalf by the secretary of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing as to (i) copies of the text of the resolutions as adopted by which the corporate action on Company’s board of directors relating to the part of the Company necessary to approve transactions contemplated by this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by in a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying form acceptable to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedPurchasers, (ii) an incumbency certificate dated as Certificate of Incorporation or other similar organizational document of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying Company, (iii) the office of each officer of Company executing this Agreement, or any other agreement, certificate Bylaws or other instrument similar organizational document of the Company, (iv) the NRJ Acquisition Agreement and each of the documents executed pursuant heretoin connection therewith (along with a certification that such documents are in full force and effect), and (iii) copies of (Av) the Company’s Certificate of Incorporation and bylaws Exchange Agreement, each as in effect on the Closing Date; (xi) a certificate for each Subsidiary of the Company, in the form acceptable to the Purchasers and (B) their counsel, executed by the certificate evidencing the good standing secretary of Company such Subsidiary dated as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause as to be delivered to the Company the following: (i) the resolutions as adopted by the Subsidiary’s board of directors or other governing body relating to the transactions contemplated by this Agreement duly executed by such Purchaser; in a form acceptable to the Purchasers, (ii) Certificate of Incorporation or other similar organizational document of such Purchaser’s Subscription Amount; Subsidiary, and (iii) Accredited Investor Questionnaire duly executed by the Bylaws or other similar organizational document of such Subsidiary, each Purchaser; and (iv) as in effect on the Registration Rights Agreement duly executed by each Purchaser.Closing Date;

Deliveries. (a) On The following items or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, documents dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Buyer by the followingSeller and shall be in form and substance satisfactory to the Buyer: (i) this Agreement duly executed a true, correct and complete copy of the Contract, including the Base Contract and the Task Order (including all modifications, amendments and supplements thereto), providing for the Contract Payments and Termination Amount as set forth in the Contract Schedule, and of the notice of the cancellation ceiling relating thereto, certified as such by such Purchaserthe Seller; (ii) such Purchaser’s Subscription a completed Contract Schedule identifying the Contract, Contract Payments and Termination Schedule Amount, substantially in the form of Schedule 1, duly executed by the Seller; (iii) Accredited Investor Questionnaire an Acceptance of the Project duly executed by each Purchaserthe Government; (iv) a final report from the Independent Engineer; (v) the Instrument of Assignment substantially in the form of Exhibit A, duly executed by the Seller; (vi) a notice of assignment duly executed by the Government acknowledging the assignment of the Contract Payments to the Buyer and authorizing the grant of security in the Collateral and the right of the Buyer to cure defaults by the Seller in the performance of the Contract; (vii) certificates of insurance that comply with the requirements set forth in Section 6.3; (viii) a secretary's certificate of the Seller certifying the Seller's articles of organization, bylaws, resolutions and incumbency of the officers executing this Agreement and the Purchase Documents, duly executed by the corporate secretary or an assistant secretary of the Seller; (ix) a closing certificate of the Seller certifying the accuracy of all representations and warranties and that all conditions for the purchase of the Contract Revenues have been satisfied; (x) the Initial Financial Statements and the Pro Forma Projections; (xi) UCC-1 financing statements in form and substance satisfactory to the Buyer, duly executed by the Seller and covering, among other things, the sale of all of the Seller's right, title and interest in the Contract Payments and the security interest in the Collateral; (xii) a financing statement, judgment lien and tax lien search in such jurisdictions as the Buyer shall elect showing no Liens of record affecting the Contract Payments or the Collateral; (xiii) an opinion of counsel to the Seller, substantially in the form of Exhibit B, duly executed and delivered by counsel to the Seller; and (ivxiv) such other documents, instruments, agreements and other writings as may be reasonably requested by the Registration Rights Agreement duly executed Buyer to effectuate the transactions contemplated by each Purchaserthis Agreement.

Deliveries. (a) On or prior The Purchaser shall have delivered to the Seller at the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (ia) this Agreement duly executed A certificate, in form and substance reasonably acceptable to the Seller, dated the Closing Date and signed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf an executive officer of the Company by its Principal Executive Officer or Chief Executive Officer (each Purchaser, certifying as defined in to the Exchange Act) fulfillment of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and7.1 and Section 7.2; (vb) a A certificate in form and substance reasonably acceptable to the Seller, dated the Closing Date, executed on behalf by an executive officer of the Company Purchaser, and attested to by its Secretary’s certificate containing the Secretary or Assistant Secretary of the Purchaser, and certifying: (i) copies of the text that attached thereto is a true and complete copy of the resolutions duly adopted by which the corporate action on the part Board of Directors of the Company necessary Purchaser authorizing the execution and delivery of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Closing Date; and (ii) as to approve the incumbency of the officers of the Purchaser executing this Agreement and the other Transaction Documents certificates delivered hereunder and their signatures; (c) A certificate in form and substance reasonably acceptable to the transactions and actions contemplated hereby and therebySeller, which shall be accompanied dated the Closing Date, executed by a certificate an executive officer of the corporate secretary Parent, and attested to by the Secretary or assistant corporate secretary Assistant Secretary of Company dated the Parent, and certifying: (i) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Director of the Parent authorizing the execution and delivery of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an as to the incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company the Parent executing this Agreement, Agreement and his or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaserher signature; (iid) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserA certificate of existence for the Purchaser from the Secretary of State of the State of Delaware; and (ive) A certificate of incorporation of Parent ("extrait K-bis"). In the event that the Closing does not take place on the Transfer Date, then, prior to the first Transfer, (i) the Registration Rights Agreement duly executed Purchaser shall deliver to the Seller on the Transfer Date the certificates described in Section 7.6 hereof, which certificate shall be dated the Transfer Date, and upon the delivery of such certificates from the Purchaser to the Seller, the conditions to Closing set forth in Sections 7.1, 7.2 and 7.6 hereof shall be deemed to be satisfied, and (ii) the Seller shall deliver to the Purchaser a certificate, which certificate shall be dated the Transfer Date and signed by each an executive officer of the Seller, stating that the conditions to Closing set forth in Sections 7.3, 7.4 and 7.5 are satisfied or, to the extent not satisfied, waived, and upon the delivery of such certificate from the Seller to the Purchaser, the conditions to Closing set forth in Sections 7.3, 7.4 and 7.5 shall be deemed to be satisfied.

Deliveries. (a) On or prior The Seller shall have delivered to the Purchaser at the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (ia) this Agreement duly executed A certificate, in form and substance reasonably acceptable to the Purchaser, dated the Closing Date and signed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf an executive officer of the Company by its Principal Executive Officer or Chief Executive Officer (each Seller, certifying as defined in to the Exchange Act) fulfillment of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and6.1, Section 6.2 and Section 6.7; (vb) a A certificate in form and substance reasonably acceptable to the Purchaser, dated the Closing Date, executed on behalf by an executive officer of the Company Seller, and attested to by its Secretary’s certificate containing the Secretary or Assistant Secretary of the Seller, and certifying: (i) copies that attached thereto is a true, correct and complete copy of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws of the Seller, including all amendments thereto, as in effect on the Closing Date; (ii) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Seller authorizing the execution and delivery of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Closing Date; and (Biii) as to the incumbency of the officers of the Seller executing this Agreement and the certificates delivered hereunder and their signatures; (c) A certificate evidencing in form and substance reasonably acceptable to the Purchaser, dated the Closing Date, executed by an executive officer of the Company, and attested to by the Secretary or Assistant Secretary of the Company, and certifying: (i) that 62 attached thereto is a true, correct and complete copy of the Certificate of Incorporation of the Company, including all amendments thereto, as in effect on the Closing Date; (ii) that attached thereto is a true and complete copy of the resolutions duly adopted by the Boards of Director of each Subsidiary of the Company which is a party to one or more of the International Agreements authorizing the execution and delivery of such International Agreements, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Closing Date; (d) Certificates of good standing of the Company and each of its Subsidiaries which is a U.S. Company from the Secretaries of State of each jurisdiction listed on Schedule 3.5 in which the Company and each of its Subsidiaries which is a U.S. Company are authorized to conduct business as of a day within five foreign corporation, each dated not earlier than ten (510) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (ive) A certificate of existence for the Seller from the Secretary of State of the State of Delaware. With regard to the conditions to the Closing set forth above, if the Closing does not take place on the Transfer Date, then, prior to the first Transfer, (i) the Registration Rights Agreement duly executed Seller shall deliver to the Purchaser the certificates described in Section 6.8 above, which certificates shall be dated the Transfer Date, and, upon delivery of such certificates by each the Seller to the Purchaser, the conditions to Closing set forth in Sections 6.1, 6.2, 6.7 and 6.8 above shall be deemed to be satisfied, (ii) the Seller shall cause the Persons listed on Schedule 6.6 hereto to deliver the resignations required to be delivered by Section 6.6 hereof, and upon delivery of such resignations, the conditions to Closing set forth in Section 6.6 shall be deemed to be satisfied, and (iii) the Purchaser shall deliver to the Seller a certificate, which certificate shall be signed by dated the Transfer Date and signed by an executive officer of the Purchaser, stating that the conditions to Closing set forth in Sections 6.3, 6.4 and 6.5 are satisfied or, to the extent not satisfied, waived, and upon the delivery of such certificate from the Purchaser to the Seller the conditions to Closing set forth Sections 6.3, 6.4 and 6.5 shall be deemed to be satisfied.

Deliveries. (a) On or prior In a form, scope and substance satisfactory to the Closing DateAgent, the Company Guarantors shall deliver or cause to be delivered to Agent, concurrently with the execution of this Guaranty and the Credit Agreement, each Purchaser of the followingfollowing in connection with this Guaranty: (ia) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated Pegasus Investors GP, Inc., a Delaware corporation ("Corporate GP"), as general partner of Pegasus Investors, L.P., a Delaware limited partnership and the managing general partner of each Guarantor (the "Managing GP"), certifying (i) that attached thereto are true, correct and current copies of the Closing Date certifying to Partnership Agreements, the Purchasers that such resolutions were duly adopted agreement of limited partnership of the Managing GP and have not been amended or rescindedthe certificate of incorporation and bylaws of the Corporate GP (in each case, including any and all signatures, exhibits, schedules, annexes and amendments thereto), as applicable; (ii) an incumbency certificate dated as that the execution, delivery and performance of this Guaranty and all other agreements, documents and instruments executed and delivered in connection herewith by the Closing Date executed Guarantors, the Managing GP or the Corporate GP, respectively, by or on behalf of Company by its corporate secretary the Guarantors (or either one of its assistant them) (A) are within the partnership or corporate secretaries certifying the office power (as applicable) of each officer such Person, (B) have been duly authorized by all necessary and proper partnership, corporate, company, partner, shareholder or member action (as applicable) of Company executing this Agreementsuch Persons, (C) do not contravene any provision of such Person's partnership agreement, certificate of incorporation or bylaws, (D) do not violate any law or regulation, or any other agreementorder or decree of any court or Governmental Authority applicable to such Person, certificate (E) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument executed to which such Person is a party or by which such Person or any of its property is bound, (F) do not result in the creation or imposition of any Lien upon any of the property of such Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant heretoto this Guaranty, (G) do not require the consent or approval of any Governmental Authority or any other Person, except as has been previously obtained and (H) do not result in an Event of Dissolution or any Trigger Event; (iii) that attached thereto are true, correct and current copies of (A) all partnership, corporate and company resolutions and other authorizations of the Company’s Certificate limited partnership panel, board of Incorporation directors, management committee or other managing bodies of the Guarantors, the Managing GP and bylaws the Corporate GP which were adopted and approved in effect on the Closing Dateconnection with, and (B) necessary to permit, the certificate evidencing execution, delivery and performance of this Guaranty by of on behalf of either of the good standing Guarantors and all other agreements, documents and instruments executed and delivered by or on behalf of Company as either of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserGuarantors in connection herewith; and (iv) the Registration Rights Agreement duly incumbency and true or facsimile signatures of all officers of the Corporate GP on behalf of the Managing GP and the Guarantors which will or have executed and delivered this Guaranty or any other agreements, documents or instruments executed and delivered by each Purchaser.or in behalf of either of

Deliveries. (a) On At or prior to the Closing DateInitial Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amountlegal opinion of Company Counsel, registered substantially in the name of such Purchaserform attached hereto as Exhibit D; (iii) a Note in the Registration Rights Agreement duly executed by the Companyprincipal amount equal to such Purchaser’s Pro Rata Share of Cdn.$275,000; (iv) a certificate executed by the Corporate Controller of the Company on behalf of the Company (A) certifying the satisfaction of the conditions to closing listed in Sections 2.6(b) (ii) and the absence of the occurrence of any Material Adverse Effect since the date hereof and (B) attaching and certifying to the truth and correctness of (1) the Company’s constating documents and (2) the board resolutions adopted in connection with the transactions contemplated by this Agreement; (v) satisfactory evidence of the good standing of the Company in its Principal Executive Officer jurisdiction of organization and as a foreign corporation in such other jurisdictions as the Purchasers may reasonably request, in each case in writing or Chief Executive Officer any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions; (each vi) in accordance with the terms of the Security Agreement, the Company shall have delivered to the Collateral Agent appropriate PPSA financing statements filed at the Personal Property Registry (British Columbia) and such other instruments, collateral assignments and other documents to be duly filed in such office or offices as defined may be necessary or, in the Exchange Act) opinion of the CompanyCollateral Agent, dated as of desirable to perfect the Closing Date, in which such officer shall certify that security interests purported to be created by the conditions set forth in Section 2.3(b) have been fulfilledSecurity Agreement; and (vvii) a certificate executed on behalf of the Company by its Secretary’s certificate containing within six (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (56) Business Days prior to the Closing DateInitial Closing, the Company shall have delivered or caused to be delivered to each Purchaser (A) copies of PPSA search results, listing all effective financing statements which name as debtor the Company to perfect an interest in any assets thereof, none of which, except for such financing statements evidencing Permitted Liens or as otherwise agreed in writing by the Purchasers, shall describe any of the Collateral (as defined in the Security Agreement); (B) clear litigation search results covering British Columbia Supreme Court Civil and Bankruptcy registries; (C) clearance certificates from Canada Revenue Agency and Ministry of Finance (British Columbia) regarding all excise tax, corporate income tax, social services tax or equivalent; (D) clear writ of execution search results for each region in which the Company has assets or carries on business; and (E) a verification statement evidencing registration of a financing statement against the Company in favour of the Collateral Agent, in form and substance satisfactory to the Purchasers. (b) On or prior to the Closing DateInitial Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) an amount in cash equal to the aggregate principal amount of the Note to be issued to such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Purchaser by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed account as specified in writing by each Purchaserthe Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Prospectus Supplement; (iii) a Note with a principal amount as set forth on copy of the signature page hereto equal executed treasury direction to each Purchaser’s Subscription Amountthe Transfer Agent instructing the Transfer Agent to deliver the Purchased Shares, registered in the name of the Purchaser or such Purchaser; (iii) the Registration Rights Agreement duly executed other registration information as directed by the CompanyPurchaser; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companycertificate, dated as of the Closing Date, signed by an executive officer of the Company (in which such his or her capacity as an officer shall certify that and without personal liability), certifying the conditions set forth matters in Section 2.3(bSections 2.3(b)(i) have been fulfilled; andand (ii) below; (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies secretary of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted (1) attached thereto is a true and have not been amended or rescinded, (ii) an incumbency certificate dated as complete copy of each of the Closing Date executed on behalf Company’s constating documents and all resolutions adopted by the Board of Directors of the Company by its corporate secretary or one authorizing the execution, delivery and performance of its assistant corporate secretaries certifying this Agreement and that all such documents and resolutions are in full force and effect and (2) the office incumbency of each officer of Company executing signing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, Agreement and the certificates and the documents to be delivered hereunder; (iii) copies of (Avi) the Company’s Certificate wire instructions, on Company letterhead and signed by the Chief Executive Officer or Chief Financial Officer of Incorporation and bylaws in effect on the Company; (vii) a certificate of good standing of the Company, dated within one (1) Business Day of the Closing Date, in form and substance reasonably satisfactory to the Purchaser; (Bviii) a customary opinion of the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to Company’s outside legal counsel, dated the Closing Date, relating to the Purchased Shares, in form and substance reasonably satisfactory to the Purchaser; and (ix) the Purchased Shares (subject to receipt of the Subscription Amount). (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each the Purchaser; and (ivii) the Registration Rights Agreement duly executed Subscription Amount, with respect to the Purchased Shares purchased by each the Purchaser, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription AmountNote, registered in duly executed by the name of such PurchaserCompany; (iii) the Registration Rights Agreement Agreement, duly executed by the Company; (iv) a certificate the Security Agreement, duly executed on behalf of by the Company; (v) the Subsidiary Guarantee, duly executed by the Company’s Subsidiaries; (vi) the Transfer Agent Instruction Letter, duly executed by the Company by its Principal Executive Officer or Chief Executive Officer and the Transfer Agent; (each as defined in vii) the Exchange Act) opinion of Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Company’s counsel, dated as of the Closing Date; (viii) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date; (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which such officer shall certify that the conditions set forth in Section 2.3(bCompany conducts business and is required to so qualify, as of a date within ten (10) have been fulfilled; anddays of the Closing Date; (vx) a certified copy of the Company’s articles of incorporation, as certified by the Secretary of State of California within two (2) days of the Closing Date; (xi) a certificate executed on behalf by the Secretary of the Company by its Secretary’s certificate containing and dated as of the Closing Date, as to (i) copies the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the text Purchaser, approving (A) the entering into and performance of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions issuance, offering and actions contemplated hereby and thereby, which shall be accompanied by a certificate sale of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, Securities and (B) the certificate evidencing performance of the good standing Company and each of Company its Subsidiaries of their respective obligations under the Transaction Documents contemplated therein, (ii) the Company’s articles of incorporation and (iii) the Company’s bylaws, each as of a day within five in effect at the Closing; and (5xii) Business Days prior such other documents, instruments or certificates relating to the Closing Datetransactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement Agreement, duly executed by such the Purchaser; (ii) such the Purchaser’s Subscription AmountAmount by wire transfer to the account specified in writing by the Company; (iii) Accredited Investor Questionnaire the Registration Rights Agreement, duly executed by each the Purchaser; and (iv) the Registration Rights Agreement Security Agreement, duly executed by each the Purchaser.

Deliveries. (a) On or prior to the Closing DateInitial Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement This Agreement, duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription AmountThe Debenture, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iviii) a certificate The Company’s wire transfer instructions, on Company letterhead and executed on behalf of by the Company by its Principal Chief Executive Officer or Chief Executive Officer Financial Officer; (each iv) An Officer’s Certificate of an executive officer of the Company, dated as defined of the Initial Closing Date, certifying that (A) the representations and warranties of the Company in the Exchange ActTransaction Documents are true and correct as of such date (or as of an earlier date if so specified), and (B) the Company has performed all obligations required to be performed as of the Initial Closing Date; (v) A Certificate of the Secretary (or Assistant Secretary) of the Company, dated as of the Initial Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement certifying and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of attaching (A) a true, complete and correct copy of the Company’s Certificate of Incorporation Incorporation, as amended and bylaws in effect on the Initial Closing Date, and (B) a true, complete and correct copy of the certificate evidencing Company’s Bylaws, as amended and in effect on the good standing of Company as of a day within five (5) Business Days prior to the Initial Closing Date., (C) the resolutions of the Board of Directors authorizing the execution, delivery, and performance of the Transaction Documents and the issuance of the Debenture(s), and (D) the incumbency and signatures of the officers of the Company executing the Transaction Documents; (b) On or prior to the Closing DateInitial Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) To the Company, this Agreement Agreement, duly executed by such Purchaser; (ii) To the Company, such Purchaser’s Subscription Amount;, by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company and (iii) Accredited Investor Questionnaire duly executed To the Company and/or the Financial Advisor, such other information, certificates, or documents reasonably requested to consummate the transactions contemplated by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaserthis Agreement.

Deliveries. (a) On or prior to the Closing DateDate (except as otherwise agreed by the Purchaser), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note the Notes with a principal an aggregate Principal Amount equal to the amount as set forth opposite such Purchaser’s name in column (2) on the signature page hereto equal to each Purchaser’s Subscription AmountSchedule of Purchasers attached hereto, registered in the name of such the Purchaser; (iii) the Registration Rights Agreement Security Agreement, duly executed by the Company (and for all Closings after the first Closing, additional Purchasers shall merely sign a signature page and be an additional party to the Security Agreement); (iv) the Intellectual Property Security Agreement, duly executed by the Company (and for all Closings after the first Closing, additional Purchasers shall merely sign a signature page and be an additional party to the Intellectual Property Security Agreement); (v) the Subsidiary Guarantee, duly executed by the Company’s Subsidiaries (and for all Closings after the first Closing, additional Purchasers shall merely sign a signature page and be an additional party to the Subsidiary Guarantee); (ivvi) a certificate executed on behalf [Reserved]; (vii) the opinion of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, the Company’s counsel, dated as of the Closing Date; (viii) [Reserved]; (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which such officer shall certify that the conditions set forth in Section 2.3(bCompany conducts business and is required to so qualify, as of a date within ten (10) have been fulfilled; anddays of the Closing Date; (vx) a certificate executed on behalf by the Secretary of the Company by its Secretary’s certificate containing and dated as of the Closing Date, as to (i) copies the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the text Purchasers, approving (A) the entering into and performance of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions issuance, offering and actions sale of the Securities and (B) the performance of the Company of its obligations under the Transaction Documents contemplated hereby therein, (ii) referencing links to the Company’s amended and therebyrestated certificate of incorporation, which shall be accompanied by as amended, (iii) referencing links to the Company’s amended and restated by-laws, each as in effect at the Closing and (iv) attaching a certificate of incumbency; (xi) a certificate executed by the corporate secretary or assistant corporate secretary Secretary of Company the each Guarantor and dated as of the Closing Date certifying Date, as to (i) the resolutions, as adopted by the board of directors of such Guarantor in a form reasonably acceptable to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedPurchasers, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of approving (A) the Company’s Certificate entering into and performance of Incorporation and bylaws in effect on the Closing Date, Transaction Documents to which it is a party and (B) the performance of Guarantor of its obligations under the Transaction Documents to which it is a party contemplated therein, (ii) referencing links to Guarantor’s constating documents and (iii) attaching a certificate evidencing the good standing of Company as of a day within five incumbency; and (5xii) Business Days prior such other documents, instruments or certificates relating to the Closing Datetransactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement Agreement, duly executed by such the Purchaser; (ii) such the Purchaser’s Subscription AmountAmount by wire transfer to the account specified in writing by the Company; (iii) Accredited Investor Questionnaire the Security Agreement, duly executed by each the Purchaser; and (iv) the Registration Rights Agreement Intellectual Property Security Agreement, duly executed by each the Purchaser.

Deliveries. At the Closing: (a) On or prior The Company will deliver to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingPurchaser: (i) copies of the resolutions of the Board of Directors of the Company, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement duly executed and other documents on behalf of the Company, all certified by an executive officer of the Company; (ii) a Note with a principal amount resignations, effective as set forth on of the signature page hereto equal to Closing, of each Purchaser’s Subscription Amount, registered in of the name directors and executive officers of such Purchaserthe Company and its Subsidiaries; (iii) evidence reasonably satisfactory to the Registration Rights Agreement duly executed by Purchaser that all Indebtedness which can be satisfied as of the CompanyClosing (all of which is identified in Section 7.2(a)(iii) of the Disclosure Schedule) has been repaid and all Liens securing such Indebtedness have been released; (iv) a certificate executed on behalf evidence reasonably satisfactory to the Purchaser that all agreements with any Affiliate of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in and to which the Exchange Act) of the CompanyCompany is a party, dated as of the Closing Dateincluding, in which such officer shall certify that the conditions but not limited to, those agreements set forth in Section 2.3(b) 3.23 of the Disclosure Schedule, have been fulfilledterminated; and (v) a certificate executed on behalf evidence reasonably satisfactory to the Purchaser that the employment of the Company by its Secretary’s certificate containing ▇▇▇▇▇▇▇ ▇▇▇▇▇ with Seller has been terminated. (b) The Seller will deliver to Purchaser: (i) copies of the text resolutions of the resolutions Board of Directors of the Seller, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement and other documents on behalf of the Seller, all certified by which an executive officer of the corporate action on Seller; (ii) the part certificates representing the Shares, endorsed in blank or accompanied by duly executed assignment documents; and (iii) all books and records of the Company necessary to approve this Agreement and the other Transaction Documents its Subsidiaries and the transactions any and actions contemplated hereby all of Seller’s books and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying records relating to the Purchasers Business; provided, however, that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) Seller may maintain copies of (A) the Company’s Certificate of Incorporation any books and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior records relating to the Closing DateBusiness. (bc) On or prior Purchaser will deliver to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the followingSeller: (i) copies of the resolutions of the Board of Directors of the Purchaser, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement duly executed and other documents on behalf of the Purchaser, all certified by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each an executive officer of the Purchaser; and (ivii) an amount equal to the Registration Rights Agreement duly executed Purchase Price, less any Indebtedness that cannot be satisfied as of the Closing, paid by each Purchaserwire transfer of immediately available funds to the account designated by Seller to Purchaser prior to the Closing.

Deliveries. (a) On or prior to At the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingClosing: (i) Each Purchaser shall pay to Parent, on behalf of the Seller, an amount in cash equal to such Purchaser’s Aggregate Cash Payment Amount by wire transfer of immediately available funds to the account designated in writing by Parent to such Purchaser prior to the Closing. (ii) Each Purchaser shall deliver to Parent a certificate of a duly authorized executive officer of such Purchaser certifying as to the matters set forth in Section 8.01(a) and Section 8.01(b). (iii) Each Purchaser shall deliver to Parent a true and complete copy, certified by the Secretary or an Assistant Secretary of such Purchaser, of the resolutions duly and validly adopted by the Board of Directors or members of such Purchaser evidencing their approval and authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (iv) EBS Acquisition LLC and Master LLC shall each deliver to Parent a release, the form of which is attached hereto as Exhibit 2.02(b)(iv). (v) Parent shall deliver to each Purchaser a certificate of a duly authorized executive officer of Parent certifying as to the matters set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(d). (vi) Parent shall deliver to each Purchaser a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, of the resolutions duly and validly adopted by the respective Board of Directors of Parent and the Seller evidencing their approval and authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (vii) Parent shall deliver to each Purchaser an affidavit of non-foreign status duly executed by the Company;Seller in a form that is in compliance with Section 1445 of the Code and the Regulations promulgated thereunder and reasonably satisfactory to the Purchasers. (iiviii) a Note with a principal amount as set forth on the signature page hereto equal Parent shall deliver to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Purchaser evidence reasonably satisfactory to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedof the resignation, (ii) an incumbency certificate dated effective as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office Closing, of each officer director of Company executing this Agreement, the Companies and of EBS Executive Incentive Plan LLC designated (directly or any other agreement, certificate indirectly) by Parent or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateSeller. (bix) On or prior Parent shall deliver to each Purchaser evidence reasonably satisfactory to the Closing DatePurchasers of a valid election by Master LLC, each Purchaser shall deliver or cause pursuant to be delivered to Section 754 of the Company the following:Code and effective as of November 16, 2006. (ix) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by Parent and the Seller shall each Purchaser; and (iv) deliver to Master LLC, EBS Acquisition LLC and the Registration Rights Agreement duly executed by each PurchaserPurchasers a release, the form of which is attached hereto as Exhibit 2.02(b)(x).

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a legal opinion of Company Counsel, in the form of Exhibit D attached hereto; (iii) Notes (in the principal amounts as such Purchaser shall request) representing such principal amount as set forth of the Notes that such Purchaser is purchasing hereunder at the Closing, duly executed on behalf of the signature page hereto equal to each Purchaser’s Subscription Amount, Company and registered in the name of such Purchaser; (iiiiv) the Subsidiary Guarantees duly executed by each of the Subsidiary Guarantors; (v) a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares required to be delivered to such Purchaser on the Closing Date in connection with the Additional Interest (as such term is defined in the Notes) and registered in the name of such Purchaser; (vi) the Registration Rights Agreement duly executed by the Company; (ivvii) a certificate executed on behalf evidencing the incorporation and good standing of the Company and each Subsidiary in such entity’s state or other jurisdiction of incorporation or organization issued by its Principal Executive Officer the Secretary of State (or Chief Executive Officer (each as defined in the Exchange Actother applicable authority) of such state or jurisdiction of incorporation or organization as of a date within thirty (30) days of the CompanyClosing Date; (viii) a secretary’s certificate, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary certifying as to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Resolutions (as defined in Section 2.3(b)(iv) below), (B) the Fourth Amended and Restated Certificate of Incorporation and bylaws in effect on of the Company, certified as of a date within ten (10) days of the Closing Date, and (BC) the certificate evidencing bylaws of the good standing Company, each as in effect as of Company the Closing Date, (D) the organizational documents of each Subsidiary, certified as of a day date within five ten (510) Business Days days of the Closing Date by the applicable governmental authority of the applicable jurisdiction, except that, with respect to Hollywood Software, Inc., such certification may be dated prior to the date that is ten (10) days prior to the Closing DateDate and a certification made as of a current date will be provided promptly upon receipt by the Company from the Secretary of State of the State of California, and (E) the by-laws, limited partnership agreement or limited liability company agreement of each Subsidiary, as the case may be; and (viii) such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request; and (ix) such other documents relating to the transactions contemplated by the Transaction Documents as such Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer to the account as specified in writing by the Company; and (iviii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) i. a Note with a in the principal amount as set forth on the signature page hereto equal to each the Purchaser’s Subscription Amount, registered in the name of such the Purchaser; (iii) the Registration Rights ii. a Security Agreement duly executed by the Company; iii. a copy of Co-Sale Agreement, duly executed by the parties thereto; and iv. an Officer’s Certificate attesting that (ivi) a certificate executed on behalf of the Company has performed in all material respects its obligations required to be performed by its Principal Executive Officer it under this Agreement at or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of prior to the Closing Date, in which such officer shall certify that the conditions including those set forth in Section 2.3(b2.4(b), and has obtained all consents and approvals required for the consummation of the transactions contemplated hereby; and (ii) have been fulfilled; and (v) a certificate executed on behalf the representations and warranties of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve contained in this Agreement and in any certificate or other writing delivered by the other Transaction Documents Company pursuant hereto are true and the transactions correct at and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted as if made at and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this i. the Purchaser’s delivery of the Subscription Amount to the Company; ii. the Security Agreement duly executed by such the Purchaser; iii. a copy of the Co-Sale Agreement; iv. an Investor Questionnaire (in the form attached hereto as Exhibit B duly executed by the Purchaser. v. an Officer’s Certificate attesting that (i) the Purchaser has performed in all material respects its obligations required to be performed by it under this Agreement at or prior to the Closing Date, including those set forth in Section 2.4(a), and has obtained all consents and approvals required for the consummation of the transactions contemplated hereby; and (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed the representations and warranties of the Purchaser contained in this Agreement and in any certificate or other writing delivered by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserPurchaser pursuant hereto are true and correct at and as of the Closing Date as if made at and as of the Closing Date.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s 's Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s 's certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s 's Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to No later than the Closing DateDate (or such later date as CoBank shall specify in its sole discretion), CoBank shall have received each of the Company shall deliver or cause following (which, in the case of instruments and documents, must (unless otherwise stated below) be originals, duly executed, and in form and substance satisfactory to be delivered to each Purchaser the following:CoBank): (i) this This Agreement, the Notes, the Working Capital Maintenance Agreement and the Environmental Indemnity and Reimbursement Agreement duly executed by an Authorized Officer of the Companyapplicable Loan Parties; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserA Delegation Form; (iii) the Registration Rights Agreement duly executed (A) all resolutions and other corporate or other organizational action taken by the CompanyLoan Parties in connection with this Agreement and the other Loan Documents; (B) the names and titles of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of the Organizational Documents of the Loan Parties as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Loan Parties in each state where organized or qualified to do business; (iv) a certificate A security agreement duly executed on behalf by an Authorized Officer of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) granting to CoBank a first priority Lien, subject only to Permitted Liens, on all Personal Property Collateral of the Company, whether now owned or hereafter acquired, and UCC-1 Financing Statements; (v) Evidence, including a Lien search in acceptable scope from a provider satisfactory to CoBank, that the security interests in and Liens on the Collateral are valid, enforceable, and properly perfected in a manner acceptable to CoBank and prior to all other Liens (other than Permitted Liens); (vi) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator, or other applicable Person for each Collateral location as required under or in connection with any security agreement; (vii) Mortgages or deeds of trust in recordable form and duly executed by an Authorized Officer of the Company, in a face amount of no less than $61,000,000, granting to CoBank a first priority Lien (subject only to Permitted Liens) on the Real Property Collateral; (viii) A commitment to issue an ALTA lender’s title insurance policy, in a form and from a title insurance company acceptable to CoBank, in a face amount of no less than $30,500,000, insuring CoBank’s first priority Lien on the Real Property Collateral, with only such exceptions as may be approved by CoBank, together with such endorsements as CoBank may require (the “Title Policy”); (ix) An appraisal of the Real Property Collateral which indicates that the Real Property Collateral has an appraised value of $150,000,000 or more and which is otherwise satisfactory to Agent; (x) Surveys of the Real Property Collateral satisfactory to CoBank, with identification of each item with the corresponding exception number from the Title Policy, together with a certificate of the surveyor or other Person acceptable to CoBank that the Real Property Collateral is or is not, as the case may be, in a special flood hazard area for purposes of the National Flood Insurance Program; (xi) Evidence that the Company has taken all actions required under the Flood Laws or requested by CoBank to assist in ensuring that CoBank is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing CoBank with the address or GPS coordinates of each structure on any real property that will be subject to mortgages or deeds of trust, and to the extent required under Section 6.6, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (xii) A written opinion of counsel for the Company, dated no later than the Closing Date, in form and substance and from counsel reasonably satisfactory to CoBank; (xiii) Evidence that adequate insurance, including flood insurance on any Real Property Collateral, if applicable, required to be maintained under this Agreement or any other Loan Document is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to CoBank and counsel (retained, engaged or employed by CoBank) naming CoBank as additional insured, mortgagee and lender loss payee; (xiv) Evidence of filing of all Official Body consents, approvals and filings, and all material third party consents and approvals required to effectuate the transactions contemplated hereby; (xv) Phase I environmental assessments of the Real Property Collateral performed by an environmental assessment firm satisfactory to CoBank or other environmental assessments and due diligence satisfactory to CoBank; (xvi) Evidence of compliance with Section 6.2 and a favorable determination of eligibility of the Company to borrow from CoBank; (xvii) A complete copy of the fully executed JV Agreement and Closing Documents. The JV shall have been, or substantially simultaneously with the making of the first Loan hereunder, shall be, consummated in accordance with the JV Agreement and Closing Documents, without any amendment to or waiver of any terms or conditions of the JV Agreement and Closing Documents not approved by CoBank (such approval not to be unreasonably withheld or delayed). CoBank shall have received copies of all material due diligence relating to the JV; (xviii) A pro forma balance sheet of the Company as of the Closing Date which gives effect to the JV, the transactions contemplated thereby and the financing thereof, together with a duly completed Compliance Certificate as of the Closing Date, in which such officer each case, certified by the Chief Executive Officer, President, Chief Financial Officer, Controller or comparable Authorized Officer of the Company as having been prepared in good faith and fairly presenting in all material respects the financial position of the Company as of the date thereof. Such pro forma balance sheet and Compliance Certificate shall certify that the conditions set forth Working Capital of the Consolidated Group is not less than $23,000,000 as of the Closing Date; (xix) A sources and uses statement for the JV, certified by the Chief Executive Officer, President, Chief Financial Officer, Controller or comparable Authorized Officer of the Company as having been prepared in Section 2.3(bgood faith and fairly presenting in all material respects the sources and uses for the JV; (xx) have been fulfilledA payoff letter from Citibank, N.A. confirming the amount required to pay off all Indebtedness owing to such lender by the Company and confirming the discharge, release and termination of all Liens on the property of the Company; (xxi) Lien releases from Metropolitan Life Insurance Company confirming the discharge, release and termination of all Liens on the property of the Company; (xxii) A copy of the Risk Management Policy of the Company; and (vxxiii) a certificate executed on behalf All other Loan Documents and due diligence materials as CoBank or its counsel may request in connection with this Agreement or any of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyforegoing documents, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreementinstruments, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Dateagreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Aztec the following: (i1) a copy of this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii2) the Registration Rights Agreement Convertible Note duly executed by the Company; (iv3) a certificate executed on behalf waiver of LMD Capital, LLC with respect to its rights under Section 4.13 of that certain Securities Purchase Agreement dated April 19, 2012; (4) certificates of the appropriate government officials of the state of incorporation or organization of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in to the Exchange Act) existence and good standing of the CompanyCompany and each of its Subsidiaries, each dated as of within ten (10) days prior to the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v5) a certificate executed on behalf Certificate of the Secretary of the Company by its Secretary’s certificate containing certifying (i) copies resolutions of the text Board of the resolutions by which the corporate action on the part Directors of the Company necessary to approve which authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as the names of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate individuals or other instrument executed pursuant hereto, Persons authorized to sign this Agreement and (iii) copies the other Transaction Documents to which the Company is a party together with specimen signatures of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datesuch Persons. (b) On or prior to the Closing Date, each Purchaser Aztec shall deliver or cause to be delivered to the Company the followingCompany: (i1) A copy of this Agreement duly executed by such PurchaserAztec; (ii2) such Purchaser’s Subscription Amountthe Note; (iii3) Accredited Investor Questionnaire duly executed by evidence that the Accounts Payable have been marked “paid in full” on the accounting books of Aztec in exchange for the Convertible Note; (4) a waiver letter from The F&M Bank & Trust Company with respect to the exchange of the Note for the Convertible Note; (5) certificates of the appropriate government officials of the state of incorporation or organization of the Company as to the existence and good standing of the Company and each Purchaserof its Subsidiaries, each dated within ten (10) days prior to the Closing Date; and (iv6) Certificate of the Secretary of Aztec certifying (i) resolutions of the Board of Directors of Aztec which authorizes the execution, delivery and performance by Aztec of this Agreement and (ii) the Registration Rights names of the individuals or other Persons authorized to sign this Agreement duly executed by each Purchasertogether with specimen signatures of such Persons.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit E attached hereto; (iii) a Note with a principal amount equal to 108% of such Purchaser’s Subscription Amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser (the “Initial Notes”); (iv) Common Stock Purchase Warrants registered in the name of such Purchaser, each representing the right to purchase up to a number of shares of Common Stock equal to such Purchaser’s Note principal amount divided by the Conversion Price in effect on the Initial Closing Date, having an initial per share Exercise Price equal to $1.40, subject to adjustment as provided herein and therein; (iiiv) An AIR Warrant to purchase such Purchaser’s pro rata portion of $4,000,000 of Subscription Amount of additional Notes and Warrants; (vi) the Security Agreement and documents referred to therein duly executed by the Company and Subsidiaries; (vii) the Registration Rights Agreement duly executed by the Company; (ivviii) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company), dated as of the Initial Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (vix) a certificate executed on behalf of the Company by its Secretary’s certificate Secretary containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Initial Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Initial Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Seconded Amended and Restated Certificate of Incorporation and bylaws in effect on the Initial Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Initial Closing Date. (b) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription AmountAmount by wire transfer to the Company; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser; (iv) Accredited Investor Questionnaire duly executed by each Purchaser; (v) the Security Agreement duly executed by each Purchaser and the Collateral Agent; and (vi) a certificate executed on behalf of each Purchaser by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act), dated as of the Initial Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(a) have been fulfilled by such Purchaser.

Deliveries. (a) On or prior THE COMPANY'S DELIVERIES. At the request of Investor, which Investor hereby repeats, a stock certificate shall be issued to "Visteon Corporation, a Delaware corporation." Under the terms and subject to the conditions of this Agreement, as soon as practicable after the Closing Date(but in no event ten (10) business days after the Closing) and after confirmation of receipt of the Purchase Price, the Company shall issue and deliver or cause to be delivered to each Purchaser the followingInvestor: (i) this Agreement duly executed by a certificate evidencing Investor's ownership of the CompanyShares against payment of the Purchase Price; (ii) a Note with a principal amount as set forth A Voting Agreement ("Voting Agreement") by and between the Company and certain shareholders of the Company, on the signature page hereto equal to each Purchaser’s Subscription Amountone hand, registered and Investor, on the other hand, in the name of such Purchaserform attached to this Agreement as EXHIBIT A (the "Voting Agreement"); (iii) a Compliance Certificate of the Registration Rights Agreement duly Company, executed by its President or other executive officer dated the Companydate of Closing, certifying that each of the representations and warranties made by the Company (if any) in Section 4 of this Agreement and in the Voting Agreement are true and correct in all respects when made and at the Closing, and that all covenants, agreements and conditions contained in this Agreement and in the Voting Agreement to be performed or complied with by the Company at or before the Closing (if any) have been performed or complied with in all respects; (iv) a certificate executed Secretary's Certificate attaching true and correct copies of the following documents on behalf the date of Closing: (a) the Articles of Incorporation of the Company certified by its Principal Executive Officer or Chief Executive Officer the Secretary of State of California on a date not more than ten (each as defined in 10) days before the Exchange ActClosing; (b) a good standing certificate with respect to the Company certified by the Secretary of State of California on a date not more than ten (10) days before the Closing; (c) the Bylaws of the Company; and (d) resolutions of the Board of Directors of the Company, dated as and, if necessary, the shareholders of the Closing DateCompany, in which such officer shall certify that authorizing the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf execution, delivery and performance of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents Voting Agreement, and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate including the issuance and sale of the corporate secretary or assistant corporate secretary Shares to Investor, including (without limitation) the election of Company dated as a nominee of Investor to the Board of Directors of the Closing Date certifying to Company in accordance with the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Voting Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, all in form and substance satisfactory to Investor; (iiiv) copies of (A) the Company’s Certificate of Incorporation all necessary governmental and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior third party consents to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) transactions described in this Agreement duly executed and the Voting Agreement, certified by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaserthe President or other executive officer dated the date of the Closing, in form and substance satisfactory to Investor; and (ivvi) copies of all documents and agreements executed (if any) with Sofinov Societe financiere d'innovation Inc. ("Sofinov"), Gaz de France ("GDF") and any other investor that is investing in the Registration Rights Agreement duly executed by each Purchasersame round of financing with Investor.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a an ink-original Note with a principal amount as set forth on the signature page hereto equal to each such Purchaser’s Subscription Principal Amount, registered in the name of such Purchaser, provided that such ink-original Note may be delivered promptly after the Closing by the Company, in which case the Company will provide an electronically signed version of the Note on or prior to the Closing Date; (iii) the Security Agreement duly executed by the Company, along with all of the Security Documents, including the Account Control Agreement; (iv) the Registration Rights Agreement duly executed by the Company; (ivv) a certificate certificates, executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that certifying the conditions set forth in Section 2.3(b) have been fulfilledresolutions adopted by the boards of directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, and related documents on behalf of the Company; and (vvi) a certificate certificate, executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyChief Executive Officer or its Chief Financial Officer, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date Date, certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as fulfillment of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws conditions specified in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateSection 2.3. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser; (ii) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchasersuch ▇▇▇▇▇▇▇▇▇, and (iv) the Security Documents duly executed by such Purchaser and the Agent, as applicable.

Deliveries. (a) On or prior to the Closing Date, the Company and the Partnership shall deliver or cause to be delivered to each Purchaser the following: (i) this evidence of the Purchased Units and the Purchased Preferred Stock having been issued in book-entry form to Purchaser; (ii) the Investor Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed certificate of the Company contemplated by the CompanySection 2.3(b)(iii); (iv) (A) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company’s Secretary, dated as of the Closing Date, certifying (1) the Company Charter and the Company Bylaws, as then in which effect and attached thereto, including, in the case of the Company Bylaws, the amendment contemplated by Section 2.2(a)(ix), (2) the resolutions adopted by the Board of Directors (a) authorizing the transactions contemplated hereby and (b) increasing the size of the Board of Directors from four to nine and filling five of the vacancies caused by such increase with individuals designated by the Permitted Series A Owners (as defined in the Certificate of Designation) and (3) as to the signatures and authority of the Persons signing the Transaction Documents and related documents on behalf of the Company, and (B) a certificate executed by an authorized officer shall certify that of the conditions set forth General Partner and dated as of the Closing Date, certifying (1) the Partnership’s and the General Partner’s respective Organizational Documents, as then in Section 2.3(beffect and attached thereto, (2) have been fulfilled; andthe resolutions adopted by the General Partner authorizing the transactions contemplated hereby and (3) as to the signatures and authority of the Persons signing the Transaction Documents and related documents on behalf of the Partnership; (v) a certificate cross-receipt, duly executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate Partnership, acknowledging receipt from Purchaser of Incorporation and bylaws in effect on the Closing Date, Purchase Price and (B) the certificate Company, acknowledging receipt from Purchaser of the aggregate par value for the Purchased Preferred Stock; (vi) the Interest Assignment Agreement duly executed by the Company and the Partnership; (vii) the A&R LP Agreement duly executed by the Company and the General Partner; (viii) a copy of the Certificate of Designation file stamped by the State Corporation Commission of the Commonwealth of Virginia evidencing that the good standing same has been accepted for filing and filed with the State Corporation Commission of the Commonwealth of Virginia; (ix) an amendment to the Company as Bylaws deleting Section 3.12(b) thereof in its entirety; (x) copies of a the applicable instruments file stamped by the appropriate Governmental Entities, at least one day within five (5) Business Days prior to the Closing Date, evidencing the Conversions; (xi) a certificate in compliance with the requirements of Treasury Regulation section 1.1445-2(b)(2) to the effect that the Company is not a “foreign person” within the meaning of Treasury Regulation section 1.1445-2(a)(1); and (xii) such additional documents as Purchaser may reasonably request them to execute in order to implement or document the Closing or give effect to the transactions contemplated by this Agreement. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Partnership, as applicable, the following: (i) this Agreement duly executed payment of (A) the Purchase Price in cash by such Purchaserwire transfer of immediately available funds to an account designated in advance of the Closing Date by the Partnership, and (B) the aggregate par value for the Purchased Preferred Stock in cash by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Company; (ii) such Purchaser’s Subscription Amountthe certificate of Purchaser contemplated by Section 2.3(c)(iii); (iii) Accredited the Investor Questionnaire Agreement duly executed by each Purchaser and RCR; (iv) a valid Internal Revenue Service Form W-9; (v) a counterpart of the A&R LP Agreement duly executed by Purchaser and RCR; (vi) a cross-receipt, duly executed by Purchaser, acknowledging Purchaser’s receipt of the Purchased Units and the Purchased Preferred Stock; and (ivvii) such additional documents as the Registration Rights Agreement duly executed Company may reasonably request it to execute in order to implement or document the Closing or give effect to the transactions contemplated by each Purchaserthis Agreement.

Deliveries. (a) On or prior to the Closing Date, the The Company shall deliver or cause to be delivered to each Purchaser Buyer on the Closing Date each of the following: (i) this Agreement duly executed by The opinion of ▇▇▇▇▇▇▇▇ Brog Leinwand ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ P.C., the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companycounsel, dated as of the Closing Date, in which such officer shall certify the form previously provided to the Company. (ii) A copy of the Irrevocable Transfer Agent Instructions, in the form previously provided to the Company, that the conditions set forth in Section 2.3(b) have been fulfilled; anddelivered to and acknowledged in writing by the Transfer Agent. (viii) a A certificate executed on behalf evidencing the formation and good standing of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one each of its assistant corporate secretaries certifying Subsidiaries in each such entity’s jurisdiction of formation issued by the office Secretary of each officer State (or comparable office) of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies such jurisdiction of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company formation as of a day date within five ten (510) Business Days prior to days of the Closing Date. (biv) On A certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date. (v) A certified copy of the Certificate of Incorporation and the Certificate of Designations as certified by the Secretary of State of Delaware within two (2) days of the Closing Date. (vi) A certificate, in the form previously provided to the Company, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation and the Certificate of Designations and (iii) the Bylaws, each as in effect at the Closing. (vii) A letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing. (viii) Written evidence in form and substance satisfactory to the Buyers that the Company Stockholder Approval has been obtained shall have been delivered to the Buyers on or prior to the Closing Datedate of this Agreement. (ix) Such other documents, each Purchaser shall deliver instruments or cause to be delivered certificates relating to the Company the following: (i) transactions contemplated by this Agreement duly executed by as such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserBuyer or its counsel may reasonably request.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amountlegal opinion of Company Counsel, registered substantially in the name form of such PurchaserExhibit B attached hereto; (iii) a certificate, in form and substance satisfactory to such Purchaser, dated the Closing Date and signed by the secretary of the Company (the “Secretary’s Certificate”), certifying (A) that the attached copies of the certificate of incorporation (including all certificates of designation thereto), the bylaws and resolutions of the Board of Directors approving this Agreement and each of the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby, are, in each such case, all true, complete and correct and remain unamended and in full force and effect and (B) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, each other Transaction Document and any other document delivered in connection herewith on behalf of the Company; (iv) a certificate, in form and substance satisfactory to such Purchaser, dated the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company (the “Compliance Certificate”), certifying that each of the conditions set forth in Section 2.3(b) have been fulfilled or satisfied; (v) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (vvi) a certificate executed facsimile or “.pdf” copies of one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on behalf such Purchaser’s signature page to this Agreement (the “Stock Certificates”), with the original Stock Certificates delivered by the Transfer Agent within three Trading Days of Closing (unless such Purchaser has specified to the Company by its Secretary’s certificate containing (i) copies at the time of the text execution of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, that it shall settle “delivery versus payment” in which case such original Stock Certificates shall be accompanied by a certificate of the corporate secretary delivered on or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription AmountAmount by wire transfer or certified check to the account specified by the Company in writing to such Purchaser; (iii) Accredited Investor with respect to a Purchaser that is an individual, an executed Confidential Subscriber Questionnaire duly executed by each Purchaserin the form attached hereto as Exhibit C; and (iv) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. At the Closing and as a condition to Closing: (a) On or prior to the Closing Date, the Company shall deliver or cause to be have delivered to each Purchaser the followingPurchaser: (i) this Agreement duly executed by the Companyphysical possession of all tangible Purchased Assets; (ii) a Note with a principal amount evidence in form and substance reasonably satisfactory to the Purchaser that all of the Required Consents have been obtained or delivered, as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaserapplicable; (iii) the Registration Rights Agreement onboarding documentation for each Prospective Employee, including, but not limited to, employment agreements, duly executed by each Prospective Employee, which agreements will be effective immediately after the CompanyClosing (collectively, the “Employment Documentation”); (iv) a certificate counterpart, duly executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of to the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andAssignment and Assumption Agreement; (v) a certificate counterpart, duly executed on behalf by the Company, to the Bill of Sale; (vi) a counterpart, duly executed by the Company by its Secretary’s certificate containing Company, to the IP Assignment Agreement; (ivii) copies of the text of the resolutions by which the corporate action on the part of the Company necessary duly executed counterparts to approve this Agreement and the other Transaction Documents and to which any member of the transactions and actions contemplated hereby and thereby, which shall be accompanied by Company Group is a party; (viii) a certificate of the corporate secretary or assistant corporate secretary of Company dated as Secretary of the Company, duly executed and dated the Closing Date certifying Date, as to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of the Company executing a Transaction Document or any document related thereto, attaching and certifying the Charter Documents of the Company, all of the resolutions adopted by the board of directors of the Company relating to this Agreement, the Transactions or any other agreement, certificate or other instrument executed pursuant heretodocument related thereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the a good standing certificate for the Company issued by the Secretary of Company State of Delaware dated as of a day within five no more than two (52) Business Days prior to the Closing Date; (ix) a properly completed IRS Form W-9 duly executed by the Company and dated as of the Closing Date; (x) evidence in form and substance reasonably satisfactory to the Purchaser that any and all Liens on any Purchased Asset have been released and terminated, including releases from the Persons listed on Schedule 3.2(a)(x), in each case in accordance with Section 6.6; (xi) evidence in form and substance reasonably satisfactory to the Purchaser that all of the Terminated Contracts have been terminated effective prior to or as of the Closing; (xii) duly executed certificate of dissolution to be filed by the Company with respect to Furmacy, Inc. immediately after Closing as required by Section 6.9; and (xiii) such other documents, instruments, certificates and Contracts as may be reasonably required by the Purchaser to consummate and give effect to the Transactions. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the followingCompany: (i) this Agreement duly executed by such Purchaserthe Closing Payment; (ii) such a counterpart, duly executed by the Purchaser’s Subscription Amount, to the Assignment and Assumption Agreement; (iii) Accredited Investor Questionnaire a counterpart, duly executed by each the Purchaser, to the IP Assignment Agreement; and (iv) the Registration Rights Agreement duly executed by each Purchasercounterparts to the other Transaction Documents to which the Purchaser is a party.

Deliveries. (a) On At the Closing, Seller has delivered, or prior to the Closing Date, the Company shall deliver or cause caused to be delivered delivered, to each Purchaser the following:(and, as applicable, has executed): (i) this Agreement stock certificates representing the Stock, duly executed by the Companyendorsed in blank, and with all necessary stock transfer stamps, if any, attached; (ii) a Note with a principal amount as set forth on the signature page hereto equal resignations or evidence of removal pursuant to duly authorized and approved corporate action, each in form reasonably satisfactory to Purchaser’s Subscription Amount, registered in the name of such of the directors and officers of the Company and the Subsidiaries as shall have been requested by Purchaser, effective as of the Closing Date, which resignations shall include a statement that neither the Company nor any Subsidiary is indebted or obligated to the resigning party in any way whatsoever; (iii) certificates as to the Registration Rights Agreement duly executed by good standing of the CompanyCompany and the Subsidiaries from the appropriate officials of the jurisdictions in which the Company and the Subsidiaries are incorporated all dated within thirty (30) days of the Closing; (iv) a certificate executed on behalf certified copy of resolutions adopted by the Company Seller's Board of Directors, and a copy of resolutions adopted by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company's Board of Directors, dated as each authorizing the execution, delivery and performance of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andthis Agreement; (v) a certificate executed on behalf copy of the Company's Articles of Incorporation, as amended, certified by the Office of the Secretary of State of the State of Michigan, and a copy of the By-Laws of the Company by its Secretary’s certificate containing as in the Seller's possession; (ivi) copies a copy of the text certificate of incorporation, as amended, of each of the resolutions Subsidiaries certified by the office of the Secretary of State of the state of its incorporation (or other applicable governing body), and a copy of the By-Laws of each such Subsidiary as in the Seller's possession; (vii) an Assignment and Assumption Agreement (the "Lease Assignments") in a form specified by the respective Landlords for the assignment by Seller to the Purchaser of each Lease listed on Exhibit 4(a)(vii) (the "Leases"), which Lease Assignments shall be duly executed by Seller; provided, however, that all such Lease Assignments shall provide that any security deposits held by the corporate action Landlords on account of such Leases shall be promptly returned to the part Seller; (viii) all Consents set forth on Schedule 6(m); (ix) that certain Release in the form attached hereto as Exhibit 4(a)(ix); (x) an opinion or opinions from either or both of Seller's Counsel, Hopk▇▇▇ & ▇utt▇▇ ▇▇▇ Honigman, Miller, Schw▇▇▇▇ ▇▇▇ Cohn, ▇▇ the form or forms attached hereto as Exhibit 4(a)(x); (xi) a release of its security interest in the Stock and an acknowledgement that it has no security interest in the assets of the Company necessary to approve this Agreement and the other Transaction Documents and Subsidiaries duly executed by the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Bank in form reasonably satisfactory to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date.Purchaser; (bxii) On or prior to the Closing Date, each Purchaser shall deliver or cause that certain Trademark Assignment and Assumption Agreement attached hereto as Exhibit 4(a)(xii); (xiii) that certain Employment Agreement Termination Agreement attached hereto as Exhibit 4(a)(xiii); (xiv) that certain Termination Agreement attached hereto as Exhibit 4(a)(xiv); (xv) all other documents and instruments required to be delivered to Purchaser by Seller and the Company pursuant to the following: (i) provisions of this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserAgreement; and (ivxvi) the Registration Rights Agreement duly executed by minute book and stock records of each Purchaserof the Company, SBMC and UANS as in the possession of the Seller.

Deliveries. (a) On The Vendors shall have delivered or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause caused to be delivered to the Company Purchaser the followingfollowing in form and substance satisfactory to the Purchaser, acting reasonably: (a) share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record thereof; (b) certified copies of (i) the charter documents and extracts from the by-laws of the Corporation relating to the execution of documents; (ii) all resolutions of the board of directors of the Corporation approving the entering into of this Agreement and the completion of all transactions contemplated hereunder; (iii) all other instruments evidencing necessary corporate action of the Corporation with respect to such matters; and (iv) specimen signatures of the officers of the Corporation; (c) a certificate of status, compliance, good standing or like certificate with respect to each of the Corporation issued by appropriate government officials of the jurisdiction of its incorporation; (d) the certificates referred to in Subsections 6.01(1) and (2); (e) the non-competition agreements referred to in Subsection 6.01(5); (f) a favourable opinion of counsel to the Vendors and the Corporation in form and substance satisfactory to the Purchaser, acting reasonably; (g) all originals of the Corporate Records of the Corporation and access to the said Corporate Records; (h) evidence that all necessary steps and proceedings as approved by counsel for the Purchaser to permit all of the Purchased Shares to be fully and validly transferred to the Purchaser or its nominee(s) have been taken; (i) this Agreement duly executed by such Purchaserresignations effective as of the Time of Closing of each director and officer of the Corporation as the Purchaser may specify; (iij) a release in favour of the Corporation of each of the Vendors and such officers and directors of the Corporation as the Purchaser may specify in form and substance satisfactory to the Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser, acting reasonably; and (ivk) all necessary assurances, transfers, assignments and consents, including all necessary Consents, and any other instruments necessary or reasonably required to effectively carry out the Registration Rights intent of this Agreement duly executed by each and any Ancillary Agreement and to transfer the Purchased Shares to the Purchaser, free and clear of all Encumbrances.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with legal opinion of Company counsel, substantially in the form of Exhibit B attached hereto; (iii) a principal amount as set forth copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on the signature page hereto an expedited basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription AmountAmount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iiiiv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Shares, with an exercise price equal to $0.72 subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Registration Rights Agreement duly executed by the Company; (ivvi) a Lock-Up Agreement, substantially in the form attached hereto as Exhibit D, executed by each person listed on Exhibit E hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date; (vii) a certificate executed on behalf of the Company by its Principal Chief Executive Officer or Chief Executive Financial Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that certifying to the fulfillment of the conditions set forth specified in Section 2.3(bSections 2.3(b)(i) have been fulfilledand (ii); and (vviii) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies Secretary of the text Company, dated as of the Closing Date, certifying the resolutions adopted by which the corporate action on Board of Directors or any duly authorized committee thereof approving the part of the Company necessary to approve transactions contemplated by this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Securities and certifying the current versions of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateBylaws. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer to the account specified in writing by the Company; and (iviii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to one or more stock certificates evidencing that number of Shares purchased by each Purchaser’s Subscription AmountPurchaser hereunder, registered in the name of such Purchaser; (iii) an originally executed Warrant evidencing that number of Warrants purchased by each Purchaser hereunder, registered in the name of such Purchaser; (iv) the Registration Rights Agreement duly executed by the Company; (ivv) a certificate executed on behalf an opinion of the ▇▇▇▇▇▇▇▇▇ Traurig, LLP ("Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyCounsel"), dated as of the Closing Date, in which substantially the form of Exhibit C attached hereto; (vi) a certificate evidencing the incorporation and good standing of the Company and each of its U.S domiciled operating Subsidiaries in such officer shall certify that corporation's state of incorporation issued by the conditions set forth in Section 2.3(b) have been fulfilledSecretary of State of such state of incorporation as of a date within 10 days of the Closing Date; and (vvii) a certificate certificate, executed on behalf by the Secretary of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Date, as to (i) the Purchasers that resolutions consistent with Section 3.1(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to such resolutions were duly adopted and have not been amended or rescindedPurchaser, (ii) an incumbency certificate dated as the Certificate of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, Incorporation and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws Bylaws, each as in effect on at the Closing DateClosing, and (B) in the certificate evidencing the good standing of Company form attached hereto as of a day within five (5) Business Days prior to the Closing Date.Exhibit D. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer or cashier's check to the account as specified by the Company in writing; and (iviii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this This Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each A certificate evidencing such Purchaser’s Subscription AmountPurchased Shares, registered in the name of such Purchaser; (iii) The Escrow Agreement and the Registration Rights Agreement Release Notice (as defined in the Escrow Agreement), duly executed by the Company; (iv) a An officer’s certificate executed on behalf of from the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyOfficer, dated as of the Closing Date, in certifying and setting forth (A) the names, signatures and positions of the Persons authorized to execute this Agreement and any other Transaction Documents to which such officer shall certify the Company is a party, (B) a copy of the resolutions of the Company authorizing the execution, delivery and performance of this Agreement, and (C) certifying that the representations and warranties of the Company are true and correct as of the Closing Date and that the Company has satisfied all of the conditions set forth in Section 2.3(b) have been fulfilledto the Closing; and (v) a certificate executed on behalf A Good Standing Certificate of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this This Agreement duly executed by such Purchaser; (ii) The Escrow Agreement and the Release Notice, duly executed by such Purchaser’s Subscription Amount; (iii) Accredited Investor The Purchaser Questionnaire attached hereto as Exhibit A, duly executed by each such Purchaser; and (iv) Such Purchaser’s Purchase Price by wire transfer or a certified check of immediately available funds to the Registration Rights Agreement duly executed by each PurchaserEscrow Agent pursuant to the Escrow Agreement.

Deliveries. (a) On or prior to The Company will have made each of the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) following deliveries: a certificate executed of merger, signed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined Company, in the Exchange Act) of the Companyform attached hereto as Exhibit H; a certificate, dated as of the Closing Date, in which such executed by the Secretary or other appropriate officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies confirming the satisfaction of the text conditions specified in Sections 6.1(a), 6.1(b) 6.1(d), 6.1(f) and 6.1(h); resignations effective as of the resolutions by which the corporate action on the part Closing Date of each director and officer of the Company necessary and its Subsidiaries requested by Purchaser in writing prior to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by Closing Date; a certificate of the corporate secretary Secretary or assistant corporate secretary Assistant Secretary of the Company in a form reasonably acceptable to the Purchaser dated as of the Closing Date certifying and attaching with respect to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate 's charter and all amendments thereto, certified by the Secretary of Incorporation and bylaws in effect on State of the Closing Date, and (B) the certificate evidencing the good standing state of Company as of a day within Delaware not more than five (5) Business Days prior to the Closing Date. , (bB) On or the Company's bylaws and all amendments thereto, (C) a certificate of good standing of the Company certified by the Secretary of State of the state of Delaware and issued not more than five Business Days prior to the Closing Date, each Purchaser shall deliver (D) all resolutions of the board of directors (or cause a duly authorized committee thereof) of the Company and of the Stockholders relating to this Agreement and the transactions contemplated by this Agreement and (E) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; the Final Merger Consideration Allocation Schedule; a list of all maintenance actions that must be delivered taken by the Company within 30 days after Closing including with respect to the Company payment of any fees or Taxes or the following: (i) filing of any documents necessary to maintain or renew any Registered Intellectual Property; and and such other documents, instruments and certificates as the Purchaser may reasonably request which are reasonably necessary for the purpose of consummating the transactions contemplated by this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserAgreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by a written evidence, to the Company;Purchaser’s reasonable satisfaction, from the Company Transfer Agent, evidencing (i) the issuance of the Issued Shares and (ii) that such Issued Shares are held on the official registry of the Company with the Purchaser as a record holder thereof. (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) Secretary of the Company, dated as of the Closing Date, in which such officer shall certify that (a) certifying the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of resolutions adopted by the Company Board of Directors or a duly authorized committee thereof approving the transactions contemplated by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Issued Shares, (b) attaching a certified true copy of the Closing Date certifying to shareholders’ resolutions approving the Purchasers that such resolutions were duly adopted allotment and have not been amended or rescindedissue of the Issued Shares, (iic) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries attaching and certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing DateOrganizational Documents, and (Bd) the certificate evidencing certifying the good standing of the Company under the laws of Singapore and that there are no Proceedings for the dissolution or liquidation of the Company or any of the Subsidiaries, and (e) certifying as of a day within five (5) Business Days prior to the Closing Datesignatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iii) the certificate referred to in Section6.1(g); (iv) a receipt acknowledging the Company’s receipt of the original share certificates representing the Consideration Shares held by the Purchaser; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Tag-Along Agreement, duly executed by the Major Shareholder; (vii) the Joint Venture Termination Agreement, duly executed by the Company MEMC Shareholders; (viii) a Waiver and Release duly executed by MKC for the director of MKC nominated or appointed by the Purchaser who tender his resignations pursuant to Section 2.3(b)(iii), together with a certified copy of the resolutions of the general meeting of shareholders of MKC duly adopted in accordance with Section 5.6 that authorize and approve the execution, delivery and performance of each such Waiver and Release; and (ix) all other documents required to be entered into by the Company pursuant hereto or reasonably requested by the Purchaser to consummate the transactions contemplated by the Transaction Documents. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaserthe original share certificates representing the Consideration Shares; (ii) such Purchaser’s Subscription Amountthe certificate referred to in Section 6.2(e); (iii) Accredited Investor Questionnaire the original letter of resignation of the director of MKC nominated by the Purchaser as are reasonably requested by the Company in writing no later than ten (10) Business Days prior to the Closing Date, executed in form and substance reasonably acceptable to the Purchaser and the Company; (iv) a receipt acknowledging the Purchaser’s receipt of the original share certificates representing the Issued Shares; (v) the Registration Rights Agreement, the Tag-Along Agreement and the Joint Venture Termination Agreement, each duly executed by each the Purchaser; and (ivvi) all other documents required to be entered into by the Registration Rights Agreement duly executed Purchaser pursuant hereto or reasonably requested by each Purchaserthe Company to consummate the transactions contemplated by the Transaction Documents.

Deliveries. (a) On or prior to the Initial Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with legal opinion of Company Counsel and Special Swiss Company Counsel, each in a principal amount as set forth on form acceptable to the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Initial Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (viv) a certificate executed on behalf of the Company by its Secretarysecretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Initial Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Initial Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate current Articles of Incorporation Association and bylaws in effect on the Initial Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Initial Closing Date, and (C) the resolutions adopted by the Company’s board of directors and shareholders, each in their relevant capacity, approving the Offering and Transaction Documents. (b) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Initial Closing Subscription Amount;Amount transferred and paid to the Company in accordance with the wire instructions set forth in Exhibit B, half (½) upon the execution of this Agreement and half (½) prior to the Initial Closing Date; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior The Seller shall have delivered the following to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingPurchaser: (i) this Agreement duly executed by the Company[Intentionally omitted]; (ii) The certificate attached hereto as Exhibit A, duly executed by an appropriate officer of the Seller, stating that the Seller is not a Note with a principal amount foreign person as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered defined in the name of such PurchaserCode Section 1445; (iii) The transition services agreement attached hereto as Exhibit E (the Registration Rights Agreement "Transition Services Agreement") duly executed by the CompanyHoldings; (iv) a certificate A copy of the Escrow Agreement, by and among Purchaser, the Seller and the Escrow Agent, attached hereto as Exhibit B (the "Escrow Agreement"), duly executed on behalf by the Seller and the Escrow Agent; (v) The Release attached hereto as Exhibit C (the "Seller Release"), duly executed by the Seller and Holdings; (vi) The consents specified in Schedule 6.02(b)(vi); (vii) Duly executed letters of resignation from each of the directors and officers of the Company and its Subsidiaries as of immediately prior to the Closing Date (other than any such resignations that Purchaser or Purchaser designates by its Principal Executive Officer or Chief Executive Officer written notice to the Company to be unnecessary); (each viii) A certificate of the Secretary of the Seller in form and substance reasonably acceptable to Purchaser, certifying as defined in to (A) the Exchange Act) authorization of the board of directors of the Seller and the boards of managers of Holdings and the Company, of the Company's sole member, of the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which the Seller, Holdings or the Company is a party and the consummation of the Sale and the other transactions contemplated hereby; (B) the names and the signatures of the Seller's, Holdings' and the Company's officers authorized to sign this Agreement and each of the Ancillary Agreements to which the Seller, Holdings or the Company is a party; and (C) the organizational documents of the Seller, Holdings, the Company and each of the Company's Subsidiaries, each as in effect immediately prior to the Closing; (ix) Certificates of good standing, dated as not more than fifteen (15) days prior to the date of the Closing DateClosing, of the Company and each of its Subsidiaries certified by the appropriate authority in the applicable jurisdiction of formation, and in each jurisdiction in which such officer shall certify that entity is qualified as a foreign corporation; (x) Certificates representing the conditions set forth Interests, duly endorsed in Section 2.3(b) have been fulfilledblank or accompanied by appropriate stock powers; and (vxi) a certificate executed on behalf Evidence reasonably satisfactory to Purchaser of the Company by its Secretary’s certificate containing (i) copies termination of the text participation of Intersections Business Services LLC in the resolutions 401(k) plan maintained by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyAmerican Background Information Services, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.Inc.

Deliveries. (a) On The Seller shall have delivered or prior to the Closing Date, the Company shall deliver or cause caused to be delivered to each Purchaser the followingfollowing for each Closing: (i) this Agreement share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable stock transfer powers duly executed in blank, in either case, by the Companyholders of record, conveying to Purchaser all right, title and interest in the Purchased Shares, free and clear of all Encumbrances, together with evidence that Purchaser or its nominee(s) have been entered upon the books of the Corporations as the holder of the Purchased Shares; (ii) a Note with a principal amount as set forth on certified copies of (i) the signature page hereto equal to each Purchaser’s Subscription AmountConstating Documents of the Corporations and (ii) all resolutions of the directors, registered in and if required the name shareholders, of such PurchaserSeller approving the entering into and completion of the transactions contemplated by this Agreement; (iii) the Registration Rights Agreement duly executed by the CompanyCorporate Records; (iv) a recent certificate executed on behalf of status, compliance, good standing or similar certificate with respect to each of the Company Corporations and Seller issued by the appropriate government officials of its Principal Executive Officer or Chief Executive Officer (each as defined jurisdiction of incorporation, and in the Exchange Act) case of the CompanyCorporations, dated of each jurisdiction in which it carries on business; (v) Seller Closing Certificate; (vi) duly executed resignations and releases effective as at Closing of each director and officer of the Closing Date, Corporations specified by Purchaser in writing; (vii) consents or releases in favour of the Corporations from the secured creditors identified in Schedule 9.1(b)(vii) with regard to assets of the Corporations which are subject to Encumbrances in their favour or an undertaking on their part that they will release any such officer shall certify that Encumbrances promptly after Closing; 113422456 (viii) a counterpart of the conditions set forth Transition Services Agreement duly executed by Seller (and/or applicable Corporation); (ix) a counterpart of the Statement of Work and related amendment to Ryplazim MSA duly executed by PBT; (x) a FIRPTA Certificate (in Section 2.3(b) have been fulfilledrespect of the Second Closing); and (vxi) a certificate executed on behalf letter evidencing the consent or waiver of the Company by its Secretary’s certificate containing (i) copies change of control provision set forth in the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateLease(s). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Investor the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, legal opinion dated as of the Closing Date, in which such officer a form acceptable to the Investor; (iii) a Note registered in the name of the Investor with the Subscription Amount reflected on to the Investor’s signature page; (iv) the Company shall certify that have provided the conditions set forth in Section 2.3(b) have been fulfilled; andInvestor with the Company’s wire instructions; (v) a letter executed by the Company and the Transfer Agent reserving the Required Minimum for the benefit of the Investor; (vi) an officer’s certificate executed on behalf certifying that the representations and warranties of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve in this Agreement are true and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated correct as of the Closing Date certifying to the Purchasers as though originally made at that such resolutions were duly adopted time (except for representations and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company warranties that speak as of a day within five (5specific date, which shall be true and correct as of such specific date) Business Days and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date and no Event of Default has occurred; (vii) a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date; (viii) an officer’s certificate, in the form acceptable to the Investor, executed by an officer of the Company, as to the resolutions adopted by the Company’s board of directors authorizing the transactions contemplated hereby in a form reasonably acceptable to the Investor, as in effect at the Closing; (ix) a letter from the Transfer Agent certifying the number of Common Shares outstanding on the Closing Date immediately prior to the Closing; and (x) such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser the Investor shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser;the Investor; and (ii) such Purchaser’s the Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed account specified in writing by each Purchaserthe Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with certificate evidencing a principal amount as set forth on the signature page hereto number of shares of Series C Preferred Stock equal to each such Purchaser’s 's Subscription AmountAmount divided by the Stated Value, registered in the name of such Purchaser; (iii) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 30% of such Purchaser's Subscription Amount divided by the Initial Conversion Price, with an exercise price equal to US$3.00 per share, subject to adjustment therein; (iv) the Registration Rights Agreement duly executed by the Company; (ivv) a certificate certificate, duly executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each Officer, certifying as defined in to the Exchange Act) satisfaction of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and); (vvi) a certificate executed on behalf of the Company by its Secretary’s certificate containing Secretary having attached thereto (i) copies the Company's Certificate of Incorporation, certified by the Secretary of State of the text State of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyDelaware, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of in effect at the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedDate, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws 's By-Laws as in effect on at the Closing Date, (iii) resolutions approved by the Board of Directors of the Company authorizing the transactions contemplated hereby, and (Biv) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior certificates with respect to the Closing DateCompany from the Secretary of State of the State of Delaware. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer to the ASTTC escrow account as specified in writing by ASTTC; and (iviii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note Security Agreement providing the Purchaser with a lien on all of the assets of the Company, duly executed by the Company; (iii) a Note registered in the name of the Purchaser with such principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, Schedule 1; (iv) shares of Preferred Stock registered in the name of the Purchaser with such PurchaserFace Amount as set forth on Schedule 1; (iiiv) a Warrant registered in the name of the Purchaser to purchase up to 2,370,370 shares of Common Stock with an exercise price equal to $4.00 per share of Common Stock, subject to adjustment therein; (vi) the Registration Rights Agreement duly executed by the Company; (ivvii) a certificate, in the form acceptable to the Purchaser and its counsel, executed by the secretary of the Company dated as of the Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors relating to the transactions contemplated by this Agreement in a form acceptable to the Purchaser, (ii) Certificate of Incorporation or other similar organizational document of the Company, and (iii) the Bylaws or other similar organizational document of the Company, each as in effect at the Closing; (viii) a certificate executed on behalf for each Subsidiary of the Company Company, in the form acceptable to the Purchaser and its counsel, executed by its Principal Executive Officer the secretary of such Subsidiary dated as of the Closing Date, as to (i) the resolutions as adopted by the Subsidiary’s board of directors or other governing body relating to the transactions contemplated by this Agreement in a form acceptable to the Purchaser, (ii) Certificate of Incorporation or other similar organizational document of such Subsidiary, and (iii) the Bylaws or other similar organizational document of such Subsidiary, each as in effect at the Closing; (ix) a certificate, duly executed by the Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in confirming compliance with Section 2.3(b2.3(a)(i) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated below and as of to such other matters as may be reasonably requested by the Closing Date executed on behalf of Company by Purchaser and its corporate secretary or one of its assistant corporate secretaries certifying counsel in the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and form acceptable to the Purchaser; (iiix) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate certificates evidencing the good standing of the Company and each Company Subsidiary in such entity’s jurisdiction of incorporation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a day date within five (5) Business Days prior to days of the Closing Date; (xi) an opinion of counsel to the Company, in such form as reasonably acceptable to the Purchaser; (xii) a Subsidiary Guaranty Agreement for each Subsidiary of the Company; and (xiii) such other documents, instruments, opinions or certificates relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request. (b) On or prior to the Closing DateClosing, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such the Purchaser; (ii) such Purchaser’s Subscription Amountthe Purchase Price subject to the closing by wire transfer; (iii) Accredited Investor Questionnaire the Security Agreement duly executed by each the Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserthePurchaser.

Deliveries. (a) On or prior to the Closing Date, unless waived by Purchaser, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, of $674,854.96 registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or and Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and; (viv) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing DateDate or a reference to where same are filed on ▇▇▇▇▇, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date; (v) Fully executed Guaranty and Subordination Agreement from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the form annexed hereto as Exhibit B; and (vi) Letter agreement reinstating the Letter of Intent between the Company and Emmanus Life Sciences Inc. (“Letter of Intent”) described in a Form 8-K filed by the Company on January 16, 2017. (b) On or prior to the Closing Date, each unless waived by Company, Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount;Amount by wire transfer; and (iii) Accredited Investor Questionnaire duly executed by each such Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser’s On Demand Promissory Note.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance reasonably satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) this Agreement duly executed A certificate of the Borrower signed by a Responsible Officer, dated the CompanyClosing Date stating (x) as to the accuracy of representations and warranties hereunder, (y) the absence of an Event of Default or Potential Default hereunder, and (z) no Material Adverse Change has occurred since the date of the Audited Financial Statements; (ii) a Note with a principal amount as set forth on A certificate dated the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed Closing Date and signed by the Company; (iv) a certificate executed on behalf Secretary or an Assistant Secretary of the Company Borrower, certifying as appropriate as to: (a) all action taken by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyBorrower to validly authorize, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve duly execute and deliver this Agreement and the other Transaction Loan Documents and attaching copies of such resolutions or other corporate or organizational action; (b) the transactions names, authority and actions contemplated hereby and thereby, which shall be accompanied by a certificate capacity of the corporate secretary or assistant corporate secretary of Company dated as of Responsible Officers authorized to sign the Closing Date certifying to the Purchasers that such resolutions were duly adopted Loan Documents and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, their true signatures; and (iiic) copies of (A) the Company’s Certificate of Incorporation and bylaws its organizational documents as in effect on the Closing Date, and (B) to the certificate evidencing the good standing of Company extent applicable, certified as of a day within five (5) Business Days sufficiently recent date prior to the Closing Date. (b) On or prior Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the Closing Datecontinued valid existence, each Purchaser shall deliver or cause good standing and qualification to be delivered to engage in its business of the Company Borrower in the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amountstate of its organization and in the state where its corporate headquarters is located; (iii) Accredited Investor Questionnaire This Agreement and each of the other Loan Documents duly executed by each Purchaser; andthe parties thereto; (iv) Customary written legal opinion(s) of counsel for the Registration Rights Agreement duly executed by each Purchaser.Borrower, dated the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent;

Deliveries. (a) On The Vendor shall have delivered or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause caused to be delivered to the Company Purchaser the followingfollowing in form and substance satisfactory to the Purchaser, acting reasonably: (a) share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record thereof; (b) certified copies of (i) the charter documents and extracts from the by-laws of the Corporation relating to the execution of documents; (ii) all resolutions of the board of directors of the Corporation approving the entering into of this Agreement and the completion of all transactions contemplated hereunder; (iii) all other instruments evidencing necessary corporate action of the Corporation with respect to such matters; and (iv) specimen signatures of the officers of the Corporation; (c) a certificate of status, compliance, good standing or like certificate with respect to each of the Corporation issued by appropriate government officials of the jurisdiction of its incorporation; (d) the certificates referred to in Subsections 6.01(1) and (2); (e) the non-competition agreements referred to in Subsection 6.01(5); (f) a favourable opinion of counsel to the Vendor and the Corporation in substantially the form set forth in Exhibit A; (g) all originals of the Corporate Records of the Corporation and access to the said Corporate Records; (h) evidence that all necessary steps and proceedings as approved by counsel for the Purchaser to permit all of the Purchased Shares to be fully and validly transferred to the Purchaser or its nominee(s) have been taken; (i) this Agreement duly executed by such Purchaserresignations effective as of the Time of Closing of each director and officer of the Corporation as the Purchaser may specify; (iij) a release in favour of the Corporation of each of the Vendor and such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaserofficers and directors of the Corporation as the Purchaser may specify in the form of the release attached hereto as Exhibit D; and (ivk) all necessary assurances, transfers, assignments and consents, including all necessary Consents, and any other instruments necessary or reasonably required to effectively carry out the Registration Rights intent of this Agreement duly executed by each and any Ancillary Agreement and to transfer the Purchased Shares to the Purchaser, free and clear of all Encumbrances.

Deliveries. (a) On or prior to the Closing Date, the Company Bank shall deliver or cause have received each of the following in form and substance satisfactory to be delivered to each Purchaser the followingBank: (i) this Agreement duly executed A certificate dated the Closing Date and signed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to Secretary or an Assistant Secretary of each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company Obligor, certifying as appropriate as to: (A) all action taken by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyObligor to validly authorize, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve duly execute and deliver this Agreement and the other Transaction Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the transactions names, authority and actions contemplated hereby and thereby, which shall be accompanied by a certificate capacity of the corporate secretary or assistant corporate secretary of Company dated as of Authorized Officers authorized to sign the Closing Date certifying to the Purchasers that such resolutions were duly adopted Loan Documents and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, their true signatures; and (iiiD) copies of (A) the Company’s Certificate of Incorporation and bylaws its organizational documents as in effect on the Closing Date, and (B) to the certificate evidencing the good standing of Company extent applicable, certified as of a day within five (5) Business Days sufficiently recent date prior to the Closing DateDate by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Obligor in the state of its organization. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount;This Agreement and each of the other Loan Documents (other than the Pledge Agreement) duly executed by the parties thereto. (iii) Accredited Investor Questionnaire duly executed by each Purchaser; andEvidence that all Indebtedness not permitted under Section 8.1 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Bank). (iv) Lien searches in acceptable scope and with acceptable results. (v) The Statements. (vi) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Bank shall have received, in form and substance acceptable to the Registration Rights Agreement duly Bank an executed by each PurchaserCertificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (vii) Such other documents in connection with such transactions as the Bank or its counsel may reasonably request.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with legal opinion of Company Counsel, dated as of the initial Closing Date, in the form and substance to be agreed to by the parties; (iii) a principal amount certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of incorporation or formation as set forth of a date within twenty (20) days of the Closing Date; (iv) a certificate executed by the Secretary of the Company and dated as of the Closing Date, certifying the resolutions adopted by its board of directors (i) approving and authorizing the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, (ii) certifying the current versions of its Amended and Restated Articles of Incorporation and By-laws, each as in effect at the Closing, and (iii) certifying as to the signatures and authority of persons signing this Agreement and the other Transaction Documents by the Company. The foregoing certificate shall only be required to be delivered on the signature page hereto equal first Closing Date, unless any information contained in the certificate has changed; (v) a certificate executed by the Secretary of each Subsidiary and dated as of the Closing Date, certifying the resolutions adopted by its board of directors (i) approving and authorizing the execution and delivery of the applicable Transaction Documents by the Subsidiary and the consummation by the Subsidiary of the transactions contemplated under such agreements, (ii) certifying the current versions of its Articles of Incorporation and By-laws, each as in effect at the Closing, and (iii) certifying as to each Purchaser’s Subscription Amountthe signatures and authority of persons signing the applicable Transaction Documents by the Subsidiary. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the certificate has changed; (vi) a Note, duly executed on behalf of the Company, registered in the name of such Purchaser, in a principal amount equal to such Purchaser’s Subscription Amount (or such Note certificate may be delivered within five (5) Trading Days after the final Closing Date if agreed to by the Purchaser and the Company); (iiivii) a First Warrant, duly executed on behalf of the Company, registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock into which such Purchaser’s Notes are initially convertible (or such Warrant certificate may be delivered within five (5) Trading Days after the final Closing Date if agreed to by the Purchaser and the Company); (viii) a Second Warrant, duly executed on behalf of the Company, registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock into which such Purchaser’s Notes are initially convertible (or such Warrant certificate may be delivered within five (5) Trading Days after the final Closing Date if agreed to by the Purchaser and the Company); (ix) the Registration Rights Agreement duly executed by the Company; (ivx) a certificate Guaranty, duly executed on behalf of each Subsidiary of the Company; (xi) the Security Agreement, duly executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (and each as defined in the Exchange Act) Subsidiary of the Company; (xii) the Escrow Agreement duly executed by the Company, dated as the Escrow Agent and Gottbetter Capital Markets, LLC; (xiii) in accordance with the terms of the Closing DateSecurity Documents, in which such officer shall certify that appropriate financing statements on Form UCC-1 for the conditions set forth in Section 2.3(b) have been fulfilledCompany and each Subsidiary to be duly filed with the Secretary of State of Nevada, Secretary of State of California and Los Angeles County, CA; and (vxiv) a certificate executed on behalf of such other documents relating to the Company transactions contemplated by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary as such Purchaser or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datecounsel may reasonably request. (b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) the Omnibus Signature Page to this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription AmountAmount by wire transfer, in same-day funds, to the account specified in the Escrow Agreement or by certified or bank check, in United States Dollars, in immediately available funds; (iii) completed and executed Accredited Investor Questionnaire duly Certification, Investor Profile and Anti-Money Laundering Information Form, in the form attached to this Agreement; (iv) an executed subordination agreement with Star Funding, Inc. in the form and substance satisfactory to Gottbetter Capital Markets, LLC and the Company, unless such requirement is waived by each Purchaserthe Company and Gottbetter Capital Markets, LLC; and (ivv) such other documents relating to the Registration Rights transactions contemplated by this Agreement duly executed by each Purchaseras the Company or its counsel may request.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement the Transaction Agreements duly executed by the Company; (ii) a Note with a principal amount as set forth copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) the signature page hereto equal to each Purchaser’s Subscription Amount, Shares registered in the name of such the Purchaser; (iii) the Registration Rights Agreement duly executed by Prospectus and Prospectus Supplement (which may be deemed delivered pursuant to Rule 172 under the CompanySecurities Act) which may be filed with the SEC within two days of the Closing Date; (iv) a certificate in form and substance reasonably satisfactory to the Purchaser duly executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) an authorized executive officer of the Company, dated certifying that (A) the representations and warranties of the Company contained in Article III shall be true and correct in all respects as of the Closing DateDate with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in which such officer shall certify all respects as of that specified date), and (B) the conditions to Closing set forth in Section 2.3(b2.3(a)(ii) of this Agreement have been fulfilled; and; (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies secretary of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying (A) that attached thereto is a true and complete copy of the bylaws of the Company as in effect at the time of the actions by the Board referred to in clause (B) below, and on the Purchasers Closing Date; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board authorizing the execution, delivery and performance of the Transaction Agreements and that all such resolutions were duly are in full force and effect and are all the resolutions adopted and have not been amended or rescinded, (ii) an incumbency certificate dated in connection with the transactions contemplated hereby as of the Closing Date executed on behalf Date; (C) that attached thereto is a true and complete copy of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws as in effect at the time of the actions by the Board referred to in clause (B) above, and on the Closing Date, ; and (BD) as to the certificate evidencing incumbency of any officer of the good standing Company executing a Transaction Agreement on behalf of the Company; and (vi) a legal opinion of Company as of a day within five (5) Business Days prior Counsel, in form and substance reasonably satisfactory to the Closing DatePurchaser. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement the Transaction Agreements duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each the Purchaser; and (ivii) the Registration Rights Agreement duly executed Subscription Amount by each Purchaserwire transfer to the account specified by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company The following shall deliver or cause to be delivered to each Purchaser New Entity by the followingCompany: (i) this Agreement Stock certificates or other applicable instruments evidencing full ownership of each of the Company Subsidiaries with transfer documents duly executed by the Companyexecuted; (ii) a Note with a principal amount as set forth on All existing books, records, papers and instruments of the signature page hereto equal Company of whatever nature and wherever located that relate to each Purchaser’s Subscription Amount, registered the Transferred Assets or which are required or necessary in order for New Entity to obtain title and control of the name of such PurchaserTransferred Assets; (iii) Copies of resolutions of the Registration Rights Board of Directors of the Company approving this Agreement and related transactions which resolutions shall be duly executed certified by the Secretary of the Company; (iv) a certificate executed on behalf Such other instruments of conveyance, assignment and transfer, in form and substance satisfactory to the parties, as may be necessary or effective to vest in New Entity title to the Transferred Assets including the assignment of Company by its Principal Executive Officer or Chief Executive Officer (each as defined Contracts which are included in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledTransferred Assets; and (v) a certificate executed on behalf of Executed copies, to the Company by its Secretary’s certificate containing (i) copies of extent in the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyCompany's possession, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of Contracts which are included in the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateTransferred Assets. (b) On or prior to the Closing Date, each Purchaser The following shall deliver or cause to be delivered to the Company by the followingparty indicated: (i) this New Entity shall deliver: (A) Stock certificates duly executed for 4,900 shares of New Entity's Nonvoting Common Stock; (B) An Assumption Agreement duly executed by such Purchaser;the New Entity in the form attached hereto as Exhibit "B-2" pursuant to which New Entity shall unconditionally assume, and indemnify and hold the Company harmless from and against all Company Liabilities; and (C) Copies of resolutions of the Board of Directors of the New Entity approving this Agreement and related transactions which resolutions shall be duly certified by the Secretary of New Entity. (ii) such Purchaser’s Subscription AmountLenders shall deliver: (A) Notes and other obligations constituting the Satisfied Debt marked satisfied; (iiiB) Accredited Investor Questionnaire The Satisfaction duly executed by each Purchaserthe Lenders; and (ivC) Copies of resolutions of the Registration Rights Board of Directors or other governing body of any Lender which is an entity approving this Agreement and related transactions which resolutions shall be duly certified by the Secretary of such Lender. (c) The following shall be delivered to Lenders by the party indicated: (i) New Entity shall deliver stock certificates duly executed for 5,000 shares of New Entity's Series A Stock as set forth in Schedule 2.3 and 100 shares of New Entity's Voting Common Stock all as set forth in Schedule 2.3; and (ii) The Company shall deliver stock certificates duly executed for the Company Shares as set forth in Schedule 2.4. (d) Each of the parties may request the delivery by each Purchaseranother party of such other instruments, and documents as such party deems reasonably necessary to consummate the transaction. (e) All documents and instruments required hereunder to be delivered by a party to another party at the Closing shall be delivered in form and substance reasonably satisfactory to such party and their counsel.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to of $1.00 for each Purchaser’s $0.90 of Subscription Amount, Amount paid by each Purchaser registered in the name of such Purchaser; (iii) Warrants in the Registration Rights Agreement duly executed form of Exhibit B hereto registered in the names of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of such Purchaser’s principal Note amount divided by the CompanyConversion Price in effect on the Closing Date with a per share Exercise Price of $1.20, subject to adjustment as provided therein; (iv) a certificate executed on behalf copy the Lockup Agreement signed by each of the Company by its holders of the Company’s securities identified on Schedule 2.2(a)(v); (v) a certificate of the Principal Executive Officer or and Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (vvi) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of the Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of the Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of the Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate Articles of Incorporation and bylaws Association in effect on the Closing Date, and (B) the certificate evidencing the good standing existence of Company as of a day within five sixty (560) Business Days prior to the Closing Date.; and (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount; Amount by wire transfer to the Company. Each Purchaser hereby acknowledges that the Previous Purchaser has certain rights that the Purchasers hereunder do not have, including without limitation the Previous Purchaser’s right to require that interest on the notes be paid in cash instead of shares if certain conditions are not met and the right to prevent subsequent investors from obtaining registration rights if certain milestones have not been attained. In addition, the Previous Purchaser has received a legal opinion from Company Counsel and a certificate of existence of the Company within five (iii5) Accredited Investor Questionnaire duly executed days of its closing date as opposed to sixty (60) days under this Agreement. These rights have been relinquished by each Purchaser; and (iv) Purchaser in order to reduce the Registration Rights Agreement duly executed by each PurchaserCompany’s expenses, to preserve cash and to limit the restrictions on the Company’s ability to obtain additional capital infusions.

Deliveries. (a) On or prior Parent and Merger Sub shall have delivered the following to Holdings and the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingCompany: (i) copies of resolutions duly adopted by the Board of Directors of Parent and resolutions duly adopted by the sole member of Merger Sub authorizing and approving the consummation of the transactions contemplated hereby, Parent’s and Merger Sub’s execution and delivery of this Agreement duly executed and Parent’s and Merger Sub’s execution and delivery of the other documents described herein, certified as true, complete and in full force and effect as of Closing by the Companyappropriate officers of Merger Sub; (ii) a Note with a principal amount as set forth copy of each of Parent’s and Merger Sub’s certificate of incorporation or formation (or similar organizational document), including all amendments to date, certified on or within ten (10) days prior to the signature page hereto equal to each Purchaser’s Subscription Amount, registered in Closing Date by the name Secretary of such PurchaserState of the State (or other appropriate Governmental Authority) of its jurisdiction of organization; (iii) a certificate of the Registration Rights Agreement duly executed by secretary of each of Parent and Merger Sub, dated the CompanyClosing Date, in form and substance reasonably satisfactory to Holdings, as to (i) no amendments to the certificate of incorporation or formation (or similar organizational document) of Parent or Merger Sub since the date specified in the certificate of incorporation or formation delivered pursuant to Section 7.01(f)(ii) and (ii) a true and correct copy of the current bylaws or operating agreement (or similar organizational document) of Parent and Merger Sub; (iv) a certificate executed on behalf one or more certificates of incumbency of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in respective officers of Merger Sub and the Exchange Act) of Parent, executing this Agreement and the Companyother documents described herein, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and; (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement status and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as Merger Sub and the Parent from the Secretary of State of the State (or other appropriate Governmental Authority) of its jurisdiction of organization, dated a day date within five ten (510) Business Days days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserClosing; and (ivvi) such other documents and instruments as may be reasonably necessary to consummate the Registration Rights Agreement duly executed transactions contemplated by each Purchaserthis Agreement.

Deliveries. Seller shall have delivered to Purchaser the following: (ai) On or prior to A certificate, dated the Closing Date, of an executive officer of Seller confirming the Company shall deliver matters set forth in Section 6.3(a) and (b) hereof; (ii) A certificate, dated the Closing Date, of the Secretary or cause Assistant Secretary of Seller certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of the charter and by-laws of Seller, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by Seller pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to each execute and deliver this Agreement, the Transaction Documents to which Seller is a party and any certificate, document or other instrument in connection herewith; (iii) An Assignment and Assumption Agreement executed by Seller, in form, scope and substance satisfactory to Purchaser; (iv) The Bond Assignment and Assumption Agreement executed by Seller and the DAHC; (v) An executed ▇▇▇▇ of sale for all Tangible Personal Property owned by Seller, in form and substance reasonably acceptable to Purchaser (the following: "▇▇▇▇ of Sale"); (vi) A Supply Agreement executed by Seller, in form, scope and substance satisfactory to Purchaser; (vii) A Transition Services Agreement executed by Seller, in form, scope and substance satisfactory to Purchaser; (viii) Certificate of good standing from the appropriate state agency, dated as of a recent date, certifying that Seller is in good standing in the State of Georgia; (ix) A signed opinion from (i) this Agreement duly executed by the Company; ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, P.C and (ii) a Note with a principal amount as set forth on the signature page hereto equal to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanySeller's legal counsel, dated as of the Closing DateDate and addressed to Purchaser, in which such officer shall certify that form and substance reasonably acceptable to Purchaser; (x) True, correct and complete copies of all consents or approvals necessary for the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf assignment or transfer of the Company by its Secretary’s certificate containing (i) copies of the text of Perry Real Property Lease, the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement Perry Equipment Lease and the other Transaction Documents Bond Documents, the Wastewater Facility Lease, the Garage Lease, the Assigned Contracts and any other required consents set forth on Schedule 3.5; (xi) Executed copies of such documents as may be required to assign the transactions Bond Encumbrances to Purchaser; (xii) An executed IRS Form 8594; (xiii) Possession and actions contemplated hereby and thereby, which shall be accompanied by a certificate control of the corporate secretary or assistant corporate secretary Purchased Assets; (xiv) A certificate, duly executed and acknowledged by Seller under penalties of Company dated as perjury, in the form prescribed by Treasury Regulation Section 1.1445- 2(b)(2)(iii), stating Seller's name, address and Federal tax identification number, and that Seller is not a "foreign person" within the meaning of Section 1445 of the Closing Date certifying Code; (xv) Duly executed special warranty deeds from Seller in favor of Purchaser or Purchaser's designee, in recordable form, transferring good and marketable fee simple title to any Real Property to be conveyed by Seller to Purchaser hereunder, subject only to the Purchasers that Permitted Encumbrances, and such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate affidavits or other instrument executed pursuant heretocustomary instruments as Purchaser's title insurance company may reasonably request, and (iii) copies of including, but not limited to: (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and owner's affidavits; (B) pay-off letters and lien releases; and (C) gap indemnities if, in a particular locality, the certificate evidencing title insurance company will not insure the good standing period between the Closing and the recordation of Company as the deeds; (xvi) Estoppel certificates from lessors, if any, in form and substance reasonably acceptable to Purchaser; (xvii) Uniform Commercial Code, Federal and State tax lien, bankruptcy and judgment searches with respect to Seller for the State of a day within five Georgia, prepared by search companies reasonably satisfactory to Purchaser, and not dated earlier than fifteen (515) Business Days days prior to the Closing Date. ; (bxviii) On releases of all Liens (other than the Permitted Encumbrances) held in any of the Purchased Assets, including, without limitation, UCC-3 termination statements; (xix) Articles of Transfer or prior other transfer document executed by Seller to the Closing Dateextent such transfer document is required to be filed with any Governmental Authority upon consummation of the Acquisition; (xx) Original certificates of title to all vehicles or rolling stock included in the Purchased Assets, each executed by Seller to the extent necessary to reflect the assignment by Seller to Purchaser of such assets; (xxi) An ALTA Owner's Policy of Title Insurance issued by the Chicago Title Insurance Company, or other national title insurance company acceptable to Purchaser, insuring Purchaser as owner of fee simple title to the Real Property and as holder of leasehold title to the Perry Leased Property and the Wastewater Facility Leased Property, subject only to Permitted Encumbrances, in the amounts and containing such endorsements as Purchaser shall deliver or cause reasonably request. In addition, Purchaser shall have received an ALTA/ACSM survey for the Perry Leased Property and the Wastewater Facility Leased Property satisfactory to Purchaser, showing no matters other than the Permitted Encumbrances. (xxii) Replacement Quitclaim Deed and ▇▇▇▇ of Sale from the DAHC to the Purchaser (which shall be delivered to SunTrust Bank, as trustee with respect to the Company Bonds); (xxiii) Memorandum of the following: Wastewater Facility Lease or the original executed copy of the Wastewater Facility Lease in form and substance suitable for recordation; and (ixxiv) this Agreement duly executed Such other documents and instruments as may be reasonably requested by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) Purchaser to consummate the Registration Rights Agreement duly executed by each PurchaserAcquisition and to carry out the obligations of the Parties hereunder.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount legal opinion of Company Counsel, substantially in the form of Exhibit E attached hereto; (iii) shares of Common Stock for the cash portion of such Purchaser’s Subscription Amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iiiiv) Warrants registered in the name of such Purchaser, each representing the right to purchase up to a number of shares of Common Stock equal to fifty percent (50%) of such Purchaser’s Subscription Amount as set forth on the signature page hereto registered in the name of such Purchaser, having a per share Exercise Price as set forth therein, subject to adjustment as provided herein and therein; (v) the Registration Rights Agreement duly executed by the Company; (ivvi) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (vvii) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription AmountAmount by wire transfer to the Company; (iii) the Registration Rights Agreement duly executed by each Purchaser; and (iv) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) 2.2.1 On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (ia) this the Convertible Note Agreement substantially in the form attached hereto as Schedule 2 duly executed by the Company; (iib) a Loan Note with a Certificate representing USD $20,000,000 principal value of Notes duly executed by the Company and delivered against delivery of the subscription amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of for such PurchaserNotes; (iiic) the Registration Rights Agreement duly executed by the Company; (ivd) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) secretary of the Company, dated in the customary form, certifying that all representations and warranties made by the Company pursuant to clause 3.2 of this Agreement are true in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date (unless as of the Closing Date, a specific date therein in which case they shall be accurate as of such officer shall certify date) and that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf all obligations, covenants and agreements of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary required to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On performed at or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to Date have been performed; (e) a certified copy of the Company resolutions of the following: Board of Directors at which (i) this Agreement duly executed the Transaction Documents are approved for execution by such Purchaser; the Company, (ii) such the application is accepted and, subject to receipt of the Share Consideration, the New ADSs are allotted and issued to the Purchaser’s Subscription Amount; , (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and the expansion of the Board of Directors to seven (7) members is approved, (iv) the resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ from the Board of Directors subject to but with effect from Closing is noted, (v) the appointment of the SPA Directors to the Board of Directors (to the extent the SPA Directors have been nominated by the Purchaser prior to the date of this Agreement), effective as of the Closing is approved, (vi) the appointment of the Convertible Note Directors to the Board of Directors (to the extent the Convertible Note Directors have been nominated by the Purchaser prior to the date of this Agreement) effective as of the Closing is approved, (vii) the ratification of the Nomination Committee of the Board of Directors consisting of not more than three members of the Board is approved, (viii) the appointment of at least one Purchaser Director and at least one Convertible Note Director to the Nomination Committee is approved and (viii) instructions are given for the required filings and submissions to be made to the Irish Companies Registration Rights Agreement duly executed by each Purchaser.Officer and any other office and/or register as may be necessary in connection with the Transaction Documents;

Deliveries. Contemporaneously with the execution and delivery of this Agreement: (a) On or prior to the Closing Date, the Company Seller shall deliver or cause to be have delivered to each Purchaser the followingfollowing documents: (i) this Agreement duly executed The Certificate of Formation of the Company, certified as of a recent date by the Secretary of State of the state of the Company’s organization, and a certificate of such authority dated as of a recent date as to the due formation and good standing of the Company and listing all documents of the Company on file with said authority; (ii) a Note A certificate of the Secretary of the Seller, or such other person with a principal amount similar function, dated as set forth of the date hereof certifying: (A) that attached thereto is a true and complete copy of the Limited Liability Company Agreement (the LLC Agreement”) as in effect on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name date of such Purchasercertification; (B) that the Certificate of Formation of the Company has not been amended by Seller; (C) that the LLC Agreement has not been amended by Seller; (D) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and sale and delivery of the Interests, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transaction contemplated by this Agreement; and (E) that each officer of Seller executing this Agreement and any agreement, certificate or instrument furnished pursuant hereto, was, at the respective times of such execution and delivery of such documents, duly elected or appointed, qualified and acting as such officer, and the signatures of such persons appearing on such documents are their genuine signatures or true facsimiles thereof; (iii) the Registration Rights Agreement a duly executed by power evidencing the Companytransfer of the Interests to Purchaser; (iv) a certificate executed on behalf true sale opinion of counsel to Seller in form and substance acceptable to Purchaser with respect to the transfer of the Company by its Principal Executive Officer or Chief Executive Officer Interests; (each v) such transfer documents and instruments as defined in the Exchange Act) may be necessary to comply with Section 9.02 of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledLLC Agreement; and (vvi) a certificate executed on behalf an Indemnification Agreement in form and substance acceptable to Purchaser with respect to the transfer of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Property to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedCompany, (ii) an incumbency certificate dated as a form of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior which is attached to the Closing DateProperty Transfer Agreement. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be have delivered to Seller the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserPurchase Price as provided in Section 1.02 hereof.

Deliveries. (a) On or prior to the Closing Date, the Company shall execute and deliver or cause to be delivered to each Purchaser Purchasers the following, each fully executed by the appropriate authorized officer or officers of the Company or DIA, as applicable: (i) this Agreement duly executed by the Company(along with all Disclosure Schedules); (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserDebentures; (iii) the Registration Rights Agreement duly executed by the CompanyWarrants; (iv) a certificate executed on behalf the Security Agreement and the DIA Security Agreement along with all Security Documents; (v) SBA Form 480 (Size Status Declaration), SBA Form 652 (Assurance of the Company by its Principal Executive Officer or Chief Executive Officer Compliance) and SBA Form 1031 (each as defined Portfolio Finance Report), Parts A and B, in the Exchange Actforms of Exhibit D, Exhibit E and Exhibit F, respectively, attached hereto; (vi) Approval by the Board of Directors of the Company, dated done in conformance with all applicable law and the Bylaws of the Company, certified by the Secretary of the Company as of the Closing Date, approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of this Agreement and the Transaction Documents, and authorizing execution, delivery, and performance thereof; (vii) Approval by the Board of Directors of the DIA, done in which such officer shall certify that conformance with all applicable law and the conditions set forth in Section 2.3(bBylaws of DIA, certified by the Secretary of DIA as of the Closing Date, approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of the DIA Security Agreement, and authorizing execution, delivery, and performance thereof; (viii) A copy of the Articles of Incorporation of the Company, as amended to date, certified by an official of the Company’s jurisdiction of formation or incorporation and further certified by the Secretary of the Company not to have been fulfilledaltered or amended since certification by such official; a Certificate of Good Standing dated within 30 days of the date first written above from the Secretary of State of the Company’s jurisdiction of formation or incorporation; and a copy of the Bylaws of the Company, certified as true and correct by the Secretary of the Company; and (vix) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the Such other Transaction Documents and the transactions and actions contemplated hereby and therebyinstruments, which shall be accompanied by a certificate of the corporate secretary documents or assistant corporate secretary of Company dated items as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datemay reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such each Purchaser; (ii) such Purchaser’s Subscription Amount;the sum of $800,000 (less the fees and expenses payable pursuant to Section 6.1) by wire transfer to the account as specified in writing by the Company; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Security Agreement and the DIA Security Agreement, duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this Agreement duly executed by the Company; (ii) a Note Security Agreement providing the Purchasers with a lien on all of the assets of the Company, duly executed by the Company; (iii) a Note registered in the name of the Purchaser with such principal amount as set forth on Schedule 1; (iv) a Warrant registered in the signature page hereto equal to each Purchaser’s Subscription Amountname of the Purchaser for such number of Warrant Shares as set forth on Schedule 1; (v) the Commitment Shares, registered in the name of such Purchaserthe Purchaser as set forth on Schedule 1; (iiivi) the Registration Rights Agreement duly executed by the Company; (ivvii) the Company shall have delivered to the Purchasers a certificate, in the form acceptable to the Purchasers and its counsel, executed by the secretary of the Company dated as of the Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors in a form acceptable to the Purchaser, (ii) Articles of Incorporation or other organizational document of each of the Company, and (iii) the Bylaws or other organizational document of the Company, each as in effect at the Closing; (viii) a certificate executed on behalf for each Subsidiary of the Company Company, in the form acceptable to the Purchasers and its counsel, executed by its Principal Executive Officer the secretary of such Subsidiary dated as of the Closing Date, as to (i) the resolutions as adopted by the Subsidiary’s board of directors or other governing body relating to the transactions contemplated by this Agreement in a form acceptable to the Purchasers, (ii) Certificate of Incorporation or other similar organizational document of such Subsidiary, and (iii) the Bylaws or other similar organizational document of such Subsidiary, each as in effect at the Closing; (ix) a certificate, duly executed by the Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in confirming compliance with Section 2.3(b2.3(a)(i) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated below and as of to such other matters as may be reasonably requested by the Closing Date executed on behalf of Company by Purchaser and its corporate secretary or one of its assistant corporate secretaries certifying counsel in the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and form acceptable to the Purchasers; (iiix) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate certificates evidencing the good standing of the Company and each Subsidiary in such entity’s jurisdiction of incorporation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a day date within five (5) Business Days prior to days of the Closing Date; (xi) an opinion of counsel to the Company, in such form as reasonably acceptable to the Purchaser; (xii) a Subsidiary Guaranty Agreement for each Subsidiary of the Company; (xiii) a fully executed “pay-off” letter and/or waiver, if required, from each of FirstFire Global Opportunities Fund LLC, EMA Financial LLC, Labrys Fund LP, and Eagle Equities LLC, demonstrating that all principal amount of and all accrued but unpaid interest thereon has been paid in full and such other executed documents reasonably requested by the Purchasers demonstrating that all Liens and security interests in any assets of the Company and/or any Subsidiary securing such indebtedness have been terminated including, but not limited to, the filing of any Lien termination and/or release documents with any applicable secretary of state including a UCC-3 termination statement (whether such is required to be signed or not); (xiv) an executed waiver from Investors Bank pursuant to the PPP Loan, in such form as reasonably acceptable to the Purchaser; (xv) an executed Escrow Agreement from the Company and the Escrow Agent; (xvi) an executed resignation letter of M▇▇▇▇ ▇▇▇▇▇▇▇, in such form as reasonably acceptable to the Purchaser; and (xvii) such other documents, instruments, opinions or certificates relating to the transactions contemplated by this Agreement as the Purchasers or its counsel may reasonably request. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such the Purchaser; (ii) such Purchaser’s Subscription Amount;the Purchase Price subject to the closing by wire transfer; and (iii) Accredited Investor Questionnaire the Security Agreement and Intellectual Property Security Agreement duly executed by each the Purchaser; (iv) the Subsidiary Guaranty Agreement duly executed by the Purchaser; and (ivv) the Registration Rights Agreement duly executed by each the Purchaser.

Deliveries. (a) On or prior to the Facility Closing Date, the Company shall deliver or cause is delivering to be delivered to each Purchaser ▇▇▇▇▇▇▇ with this signed Agreement the following: (a) a Certificate of the Secretary or an Assistant Secretary of the Company certifying (i) this Agreement duly executed by as to copies of the CompanyCertificate of Incorporation of the Company attached to such Certificate and that there have been no changes to such Certificate of Incorporation other than as attached, (ii) as to the By-Laws of the Company as in effect on the Facility Closing Date (copies of which shall be attached), (iii) as to resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of each Note Document to which the Company is a party (copies of which shall be attached), (iv) as to the names and true signatures of the incumbent officers of the Company authorized to sign the Note Documents to which the Company is or is to be a party, and (v) that no dissolution or liquidation proceedings as to the Company have been commenced or are contemplated; (b) an Officer’s Certificate certifying (i) that the representations and warranties by the Company in ARTICLE 4 are true, complete and correct in all material respects as of the Facility Closing Date and that the Company and each Restricted Subsidiary has performed and complied, in all material respects, with all agreements and conditions required to be complied with or performed by it on or before the Facility Closing Date under each Note Document to which the Company is a party; (ii) that as of the Facility Closing Date, the Company on a Note with a principal amount consolidated basis is Solvent and the Company individually is Solvent; and (iii) that true, complete and correct copies of each Private Placement Document and Principal Bank Facility Document in effect as set forth on of the signature page hereto equal Facility Closing Date has been delivered to each Purchaser’s Subscription Amount, registered in the name of such Purchaser▇▇▇▇▇▇▇; (iiic) corporate good standing certificates dated as of a recent date as to the Registration Rights Agreement duly executed by Company from the CompanySecretary of State of the State of Delaware; (ivd) a certificate executed on behalf favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Company and the Restricted Subsidiaries (or such other counsel designated by its Principal Executive Officer or Chief Executive Officer (each as defined the Company and acceptable to ▇▇▇▇▇▇▇), satisfactory to ▇▇▇▇▇▇▇ and substantially in the Exchange Actform of Exhibit 1.2(d) and as to such other matters as ▇▇▇▇▇▇▇ may reasonably request. The Company hereby directs such counsel to deliver said opinion, agrees that the issuance and sale of any Notes will constitute a confirmation of that direction, and understands and agrees that ▇▇▇▇▇▇▇ will and is hereby authorized to rely on such opinion; and (e) a favorable opinion of General Counsel of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered counsel to the Company and the following: (iRestricted Subsidiaries, satisfactory to ▇▇▇▇▇▇▇ and substantially in the form of Exhibit 1.2(e) this Agreement duly executed by and as to such Purchaser; (ii) other matters as ▇▇▇▇▇▇▇ may reasonably request. The Company hereby directs such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) counsel to deliver said opinion, agrees that the Registration Rights Agreement duly executed by each Purchaserissuance and sale of any Notes will constitute a confirmation of that direction, and understands and agrees that ▇▇▇▇▇▇▇ will and is hereby authorized to rely on such opinions.

Deliveries. (a) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) with respect to the First Tranche Closing only, this Agreement Agreement, duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription AmountNote, registered in the name of such the Purchaser; (iii) with respect to the Registration Rights Agreement First Tranche Closing only, the Security Agreement, duly executed by the Company; (iv) a certificate executed on behalf in the case of the Company First Tranche Closing, the Registration Rights Agreement, duly executed by its Principal Executive Officer or Chief Executive Officer the Company; (each as defined v) in the Exchange Actcase of the First Tranche Closing, the Lockup Agreement which has been duly executed by the parties thereto; (vi) in the case of the First Tranche Closing, the Call Option Agreement which has been duly executed by each of Tabula Rasa and Launchpad; (vii) in the case of the First Tranche Closing, One Million Three Hundred Thousand (1,300,000) of the Company, dated as Structuring Shares or such other amount which complies with the Beneficial Ownership Limitation (delivered via DWAC transfer to the account of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledPurchaser); and (vviii) a certificate executed on behalf duly certified copy of a resolution or resolutions of the board of directors of the Company by its Secretary’s certificate containing (i) copies of relating to the text of the resolutions by which the corporate action on the part authority of the Company necessary to approve this Agreement execute and deliver and perform its obligations under the Transaction Documents and all other instruments, agreements, certificates and other documents provided for or contemplated by the said Transaction Documents and the transactions manner in which and actions contemplated hereby by whom the foregoing documents are to be executed and therebydelivered, which shall be accompanied certified by a certificate senior officer of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Daterelevant entity. (b) On or prior to the each Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) with respect to the First Tranche Closing only, this Agreement duly executed by such the Purchaser; (ii) such the Purchaser’s Subscription AmountAmount by wire transfer in accordance with the wire instructions specified on Exhibit C; (iii) Accredited Investor Questionnaire in the case of the First Tranche Closing, the Registration Rights Agreement duly executed by each the Purchaser; and (iv) in the Registration Rights case of the First Tranche Closing, the Call Option Agreement which has been duly executed by each the Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Buyer the following: (i) this Agreement the Registration Rights Agreement, duly executed by the Company; (ii) a Note with a (in the aggregate principal amount as set forth beside such Buyer’s name on the signature page hereto equal to each Purchaser’s Subscription AmountSchedule of Buyers), registered in duly executed by the name of such PurchaserCompany; (iii) a Warrant (Series A) (exercisable for such number of Warrant Shares set forth beside such Buyer’s name on the Registration Rights Agreement Schedule of Buyers), duly executed by the Company; (iv) a certificate Warrant (Series B) (exercisable for such number of Warrant Shares set forth beside such Buyer’s name on the Schedule of Buyers), duly executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company; (v) an opinion of ▇▇▇▇▇▇ Godward Kronish LLP, the Company’s outside counsel, dated as of the Closing Date, in which such officer shall certify that substantially the conditions set forth in Section 2.3(b) have been fulfilled; andform of Exhibit D attached hereto; (vvi) a certificate executed on behalf evidencing the formation and good standing of the Company and each United States Subsidiary in such entity’s jurisdiction of formation issued by its Secretary’s certificate containing the Secretary of State (ior comparable office) copies of such jurisdiction, as of a date within ten days prior to the text of Closing Date; (vii) a certificate, executed by the resolutions by which the corporate action on the part Secretary of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Date, as to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the resolutions of the Company’s Certificate Board of Incorporation Directors authorizing and bylaws in effect on approving the Closing Datetransactions contemplated hereby, and (B) the certificate evidencing Certificate of Incorporation of the good standing Company and (C) the Bylaws, each as in effect as of the Closing, in the form attached hereto as Exhibit E; (viii) the Company Officer’s Certificate, duly executed by the Company; and (ix) a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a day date within five (5) Business Days days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser Buyer shall deliver or cause to be delivered to the Company the following: (i) this Agreement the Registration Rights Agreement, duly executed by such PurchaserBuyer; (ii) the Buyer Officer’s Certificate, duly executed by such Purchaser’s Subscription Amount;Buyer; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) wire transfer of immediately available funds pursuant to the Registration Rights Agreement duly executed wire instructions provided by each Purchaserthe Company, the amount set forth beside such Buyer’s name on the Schedule of Buyers as the Purchase Price payable by such Buyer for the Note and the related Warrants being purchased by such Buyer.

Deliveries. (a) On The Company will have made or prior to the Closing Date, the Company shall deliver or cause caused to be delivered to made each Purchaser of the followingfollowing deliveries: (i) this Agreement duly executed by the Certificate of Merger, signed on behalf of the Company, in accordance with the DGCL and in form reasonably satisfactory to Parent; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companycertificate, dated as of the Closing Date, in which such officer shall certify that executed by the Chief Executive Officer or Chief Financial Officer of the Company for and on the Company’s behalf, confirming the satisfaction of the conditions set forth specified in Section 2.3(bSections 7.1(a) have been fulfilled; andand 7.1(b) (the “Company Closing Certificate”); (viii) a certificate certificate, dated as of the Closing Date, executed by the Secretary of the Company and in form and substance reasonably satisfactory to Parent, certifying (i) as to the authority and incumbency of persons acting on behalf of the Company by its Secretary’s certificate containing (i) copies in connection with the execution and delivery of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and any Ancillary Agreement executed and delivered by the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedCompany, (ii) an incumbency certificate dated as the resolutions of the Closing Date board of directors of the Company, authorizing the execution, delivery and performance of this Agreement and all other Ancillary Agreements required to be executed on behalf and delivered hereunder by the Company, (iii) the resolutions of the board of directors of the Company by its corporate secretary or one terminating all Company Option Plans, and (iv) that the Shareholders holding a majority of its assistant corporate secretaries certifying the office of each officer of issued and outstanding Company executing Stock have approved this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation Merger, the Merger and bylaws in effect on the Closing Date, and transactions contemplated hereby; (Biv) the certificate evidencing the good standing of Company as of a day certificates dated within five (5) days of the Effective Time for the Company and each Subsidiary issued from their respective jurisdiction of incorporation or formation, as applicable, and in each jurisdiction in which the Company is qualified to do business as a foreign corporation; (v) written resignations of all officers and directors of the Company and each Subsidiary effective as of the Effective Time; (vi) evidence reasonably satisfactory to Parent that all Encumbrances and/or security interests evidenced by financing statements currently of record to perfect a security interest in the assets of the Company or an Subsidiary in accordance with the Uniform Commercial Code, or duly recorded on title certificates of the Company or any Subsidiary’s assets pursuant to regulations of the FAA, or any interests recorded in favor of any third party at the International Registry of the Cape Town Convention, shall be released as of the Effective Time; and (vii) the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be delivered to Parent at least two (2) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. At the Closing: (a) On or prior to the Closing Date, the Company The Seller shall deliver or cause to be delivered to each Purchaser the followingPurchaser: (i) a certificate executed and delivered by the Secretary or comparable representative of Seller, the Company and each of its Subsidiaries, attesting and certifying as to (i) the organizational documents of the Company and each of its Subsidiaries, and the certificate of incorporation or comparable organizational document of the Company and each of its Subsidiaries shall also certified as of a recent date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, and (ii) copies of the resolutions of the Board of Directors of the Seller, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement duly executed and other documents on behalf of the Seller, all certified by an executive officer of the CompanySeller; (ii) a Note with a principal amount resignations, effective as set forth on of the signature page hereto equal to Closing, of each Purchaser’s Subscription Amount, registered in of the name directors and officers of such Purchaserthe Company and each of its Subsidiaries; (iii) the Registration Rights Agreement certificates representing the Shares, endorsed in blank or accompanied by duly executed by the Companyassignment documents; (iv) a certificate duly executed on behalf copy of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andTransition Services Agreement; (v) a certificate executed on behalf all books and records of the Company by and its Secretary’s certificate containing (i) Subsidiaries necessary to the operation of the Business, in any form or medium; provided, however, that Seller may maintain copies of the text of the resolutions by which the corporate action on the part books and records of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, its Subsidiaries (which shall be accompanied by remain subject to the obligations under Section 5.1(a)), and if the Seller is unable to deliver all of such physical books and records immediately upon the Closing, they shall do so as soon as reasonably practicable following the Closing and no later than seven (7) Business Days following the Closing; (vi) a certificate of good standing for the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one each of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and Subsidiaries issued not more than ten (iii10) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days days prior to the Closing Date. (b) On Date by the Secretary of State or prior to the Closing Date, comparable Governmental Entity of its jurisdiction of organization and each Purchaser shall deliver or cause to be delivered to other jurisdiction where the Company the following: (i) this Agreement duly executed by such Purchaserand each of its Subsidiaries is qualified to do business; (iivii) such Purchaser’s Subscription Amountevidence reasonably satisfactory to the Purchase of the release of all Liens held by any Person against the property of the Company or any of its Subsidiaries; (iiiviii) Accredited Investor Questionnaire all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Section 6.2(a)(viii) of the Disclosure Schedule; (ix) IRS Form 8023 executed by the Seller, making the Code Section 338(h)(10) Election for the sale and purchase of the Shares; (x) a properly completed and duly executed by each Purchaser; andstatement making the Code Section 336(e) Election for the sale and purchase of the Shares in form and substance required under Treasury Regulation Sections 1.336-2(h)(5)-(6); (ivxi) a properly executed binding agreement between the Registration Rights Agreement duly executed by each Purchaser.Seller and the Company consenting to making the Section 336(e) Election for the sale and acquisition of the Shares; (xii) a non-foreign affidavit sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Code;

Deliveries. At the Closing: (a) On or prior to the Closing Date, the Company The Seller shall deliver or cause to be delivered to each Purchaser the followingPurchaser: (i) a certificate executed and delivered by the Secretary or comparable representative of Seller, the Company and each of its Subsidiaries, attesting and certifying as to (i) the organizational documents of the Company and each of its Subsidiaries, and the certificate of incorporation or comparable organizational document of the Company and each of its Subsidiaries shall also certified as of a recent date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, and (ii) copies of the resolutions of the Board of Directors of the Seller, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement duly executed and other documents on behalf of the Seller, all certified by an executive officer of the CompanySeller; (ii) a Note with a principal amount resignations, effective as set forth on of the signature page hereto equal to Closing, of each Purchaser’s Subscription Amount, registered in of the name directors and officers of such Purchaserthe Company and each of its Subsidiaries; (iii) the Registration Rights Agreement certificates representing the Shares, endorsed in blank or accompanied by duly executed by the Companyassignment documents; (iv) a certificate duly executed on behalf copy of the Transition Services Agreement; (v) all books and records of the Company and its Subsidiaries necessary to the operation of the Business, in any form or medium; provided, however, that Seller may maintain copies of the books and records of the Company and its Subsidiaries (which shall remain subject to the obligations under Section 5.1(a)), and if the Seller is unable to deliver all of such physical books and records immediately upon the Closing, they shall do so as soon as reasonably practicable following the Closing and no later than seven (7) Business Days following the Closing; (vi) a certificate of good standing for the Company and each of its Subsidiaries issued not more than ten (10) days prior to the Closing Date by the Secretary of State or comparable Governmental Entity of its Principal Executive Officer jurisdiction of organization and each other jurisdiction where the Company and each of its Subsidiaries is qualified to do business; (vii) evidence reasonably satisfactory to the Purchase of the release of all Liens held by any Person against the property of the Company or Chief Executive Officer any of its Subsidiaries; (each viii) all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Section 6.2(a)(viii) of the Disclosure Schedule; (ix) IRS Form 8023 executed by the Seller, making the Code Section 338(h)(10) Election for the sale and purchase of the Shares; (x) a properly completed and duly executed statement making the Code Section 336(e) Election for the sale and purchase of the Shares in form and substance required under Treasury Regulation Sections 1.336-2(h)(5)-(6); (xi) a properly executed binding agreement between the Seller and the Company consenting to making the Section 336(e) Election for the sale and acquisition of the Shares; (xii) a non-foreign affidavit sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Exchange ActCode; (xiii) customary real property deliveries, including landlord estoppels and access agreements and subordination, non-disturbance and attornment agreements; (xiv) an employment agreement (collectively, the “Employment Agreements”), duly executed by each of ▇▇▇! ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (xv) a duly executed termination of the real property lease, by and between Kforce Services Corp., a Florida corporation, and the Company, dated as of releasing the Closing DateCompany from any and all Liability thereunder, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledform and substance reasonably acceptable to Purchaser; and (vxvi) a certificate executed on behalf assignments of the restrictive covenant agreements between Seller and/or its Affiliates and employees of the Company or its Subsidiary, duly executed by its Secretary’s certificate containing Seller. (b) The Purchaser shall deliver to the Seller: (i) copies of the text resolutions of the resolutions by which the corporate action on the part Board of Directors of the Company necessary to approve Purchaser, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed documents on behalf of Company the Purchaser, all certified by its corporate secretary or one of its assistant corporate secretaries certifying the office of each an executive officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) an amount equal to the Purchase Price, less any Indebtedness and Seller Transaction Expenses that have not been satisfied as of the Closing, paid by delivery of a duly executed promissory note payable on demand (the “Minute Note”) made by the Purchaser in favor of the Seller and cash for the balance, with the payment of amounts owed under the Minute Note and such Purchaser’s Subscription Amountcash balance paid by wire transfer of immediately available funds to an account designated by the Seller to the Purchaser prior to the Closing; (iii) Accredited Investor Questionnaire a duly executed by each Purchasercopy of the Transition Services Agreement; and (iv) the Registration Rights Agreement duly executed by each Purchasercopies of the Employment Agreements.

Deliveries. (a) On or prior to the Closing Dateapplicable Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement This Agreement, duly executed by the Company; (ii) a Note with a principal amount as set forth on Evidence, in form and substance acceptable to the signature page hereto equal to each Purchaser’s Subscription AmountPlacement Agent, registered in of the name filing and acceptance by the Secretary of such PurchaserState of the State of Nevada of the Series B COD; (iii) the Registration Rights Agreement duly The Company’s wire transfer instructions, on Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer; (iv) a certificate executed on behalf A legal opinion from counsel to the Company, dated as of the Closing Date, addressed to the Purchasers and in form and substance reasonably satisfactory to the Purchasers, covering such matters as are customary in transactions of this nature, including the due authorization, execution and delivery of the Transaction Documents and the valid issuance of the Securities; (v) An Officer’s Certificate of an executive officer of the Company, dated as of the Closing Date, certifying that (A) the representations and warranties of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange ActTransaction Documents are true and correct as of such date (or as of an earlier date if so specified), and (B) the Company has performed all obligations required to be performed as of the Closing Date; (vi) A Certificate of the Secretary (or Assistant Secretary) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement certifying and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of attaching (A) a true, complete and correct copy of the Company’s Certificate Articles of Incorporation Incorporation, as amended and bylaws in effect on the Closing Date, and (B) a true, complete and correct copy of the certificate evidencing Company’s Bylaws, as amended and in effect on the good standing Closing Date, (C) the resolutions of the Board of Directors authorizing the execution, delivery, and performance of the Transaction Documents and the issuance of the Series B Shares, and (D) the incumbency and signatures of the officers of the Company executing the Transaction Documents; (vii) A Certificate of the Chief Financial Officer of the Company, dated as of the Closing Date, certifying as to the Company’s cash and cash equivalents, indebtedness, and any material off-balance sheet or undisclosed liabilities as of the Closing Date; (viii) A Certificate of Good Standing of the Company issued by the Secretary of State of the State of Nevada, dated as of a day within five (5) Business Days recent date prior to the Closing Date.; (ix) The Series B Preferred Stock, issued in book-entry form, duly credited to each Purchaser’s account at the Company’s transfer agent, free and clear of all liens and encumbrances, other than applicable securities law restrictions; (x) The Registration Rights Agreement, duly executed by the Company; (xi) A reservation letter from the Company and its transfer agent, confirming that a sufficient number of shares of Common Stock have been reserved for issuance upon conversion of the Series B Shares; (xii) Evidence of the filing and acceptance by the Nevada Secretary of State of the Series B COD; (xiii) The Escrow Agreement, duly executed by the Company; and (xiv) Lock-up Agreements each with a duration of sixty (60) days entered into by the Company’s (a) officers; (b) directors; and (c) owners of five percent (5%) or more of the Company’s issued and outstanding shares of Common Stock substantially in the form attached hereto as Exhibit C. (b) On or prior to the Closing Dateapplicable Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) To the Company, this Agreement Agreement, duly executed by such Purchaser; (ii) To the Company, the Registration Rights Agreement, duly executed by such Purchaser; (iii) To the Company, such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed , by each Purchaserwire transfer of immediately available funds in accordance with the wire instructions provided by the Company; and (iv) To the Registration Rights Agreement duly executed Company and/or the Placement Agent, such other information, certificates, or documents reasonably requested to consummate the transactions contemplated by each Purchaserthis Agreement.

Deliveries. (a1) On or prior to the Closing DateAt Closing, the Company Seller shall deliver or cause to be delivered to each Purchaser the followingBuyer: (i) this Agreement all Transaction Documents to which Seller is a party, duly executed by the CompanySeller; (ii) a Note with a principal amount as set forth on the signature page hereto equal all documents, instruments and authorizations reasonably necessary to each Purchaser’s Subscription Amounttransfer possession and control to Buyer of any Consigned Coins, registered in the name of such PurchaserConsigned Sports Memorabilia, books or records, or other Acquired Assets wherever they are stored; (iii) possession or control of all the Registration Rights Agreement duly executed by Tangible Personal Property that Buyer has elected to purchase, except for certain of the Companyitems of Tangible Personal Property listed in Schedule 2.1(11) hereto for which the delivery dates will be subsequent to the Closing Date as set forth in that Schedule; (iv) The Auction Business Customer List, Consignor List and Vendor List and the Auction Business Confidential Information and the Auction Business Records; (v) A Delaware Secretary of State good standing certificate, dated as of a recent date, for Seller and a California Secretary of State good standing certificate executed on behalf and a California Franchise Tax Board Status Certificate, for Seller, each dated as of a recent date; (vi) A certificate signed by the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) Secretary of the CompanySeller, and dated as of the Closing Date, as to the incumbency of each officer of Seller that has executed this Agreement or any of the Transaction Documents to which Seller is a party, on behalf or in which the name of Seller, and certifying the effectiveness, accuracy and completeness of the copies, attached to such officer shall certify that certificate, of resolutions duly adopted by the conditions set forth in Section 2.3(bBoard of Directors of Seller approving and authorizing Seller's execution and delivery of this Agreement and the Transaction Documents to be executed and delivered by Seller and the performance by Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby; (vii) have been fulfilledIf the Net Amount of the CPP Accounts is a negative number, payment thereof by Seller to Buyer, by cashiers check, wire transfer of funds or by such other method of payment as the parties may agree; and (vviii) a certificate executed on behalf Such other documents and instruments, including but not limited to additional documents of transfer or assignment with respect to the Acquired Assets, as Buyer or its counsel may reasonably request in furtherance of the Company by its Secretary’s certificate containing (i) copies consummation of the text of the resolutions transactions contemplated by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to No later than the Closing DateDate (or such later date as Agent shall specify in its sole discretion), Agent shall have received each of the Company shall deliver or cause following (which, in the case of instruments and documents, must (unless otherwise stated below) be originals, duly executed, and in form and substance satisfactory to be delivered to each Purchaser the following:Agent): (i) this This Agreement, the Notes and the Environmental Indemnity Agreement duly executed by an Authorized Officer of the CompanyCompany or PEI, as applicable; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserA Delegation Form; (iii) the Registration Rights Agreement duly executed (A) all resolutions and other corporate or other organizational action taken by the CompanyCompany and PEI in connection with this Agreement and the other Loan Documents; (B) the names and titles of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of the Organizational Documents of the Company and PEI as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of the Company and PEI in each state where organized or qualified to do business; (iv) a certificate A security agreement duly executed on behalf by an Authorized Officer of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in granting to Agent, for the Exchange Act) benefit of the Lending Parties, a first priority Lien, subject only to Permitted Liens, on all Personal Property Collateral of the Company, whether now owned or hereafter acquired, and a UCC-1 Financing Statement; (v) Evidence, including a Lien search in acceptable scope from a provider satisfactory to Agent, that the security interests in and Liens on the Collateral are valid, enforceable, and properly perfected in a manner acceptable to Agent and prior to all other Liens (other than Permitted Liens); (vi) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator, or other applicable Person for each Collateral location as required under or in connection with any security agreement; (vii) Mortgages or deeds of trust in recordable form and duly executed by an Authorized Officer of the Company, in a face amount of no less than $84,000,000, granting to Agent, for the benefit of the Lending Parties, a first priority Lien (subject only to Permitted Liens) on the Real Property Collateral; (viii) A commitment to issue an ALTA lender’s title insurance policy, in a form and from a title insurance company acceptable to Agent, in a face amount of no less than $42,000,000, insuring Agent’s first priority Lien on the Real Property Collateral, with only such exceptions as may be approved by Agent, together with such endorsements as Agent may require (the “Title Policy”); (ix) An appraisal of the Real Property Collateral which indicates that the Real Property Collateral has an appraised value of $69,000,000 or more and which is otherwise satisfactory to Agent; (x) Surveys of the Real Property Collateral satisfactory to Agent, with identification of each item with the corresponding exception number from the Title Policy, together with a certificate of the surveyor or other Person acceptable to Agent that the Real Property Collateral is or is not, as the case may be, in a special flood hazard area for purposes of the National Flood Insurance Program; (xi) Evidence that the Company has taken all actions required under the Flood Laws or requested by Agent to assist in ensuring that Agent is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address or GPS coordinates of each structure on any real property that will be subject to mortgages or deeds of trust, and to the extent required under Section 6.6, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (xii) A written opinion of counsel for the Company, dated no later than the Closing Date, in form and substance and from counsel reasonably satisfactory to Agent; (xiii) Evidence that adequate insurance, including flood insurance on any Real Property Collateral, if applicable, required to be maintained under this Agreement or any other Loan Document is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to Agent and counsel (retained, engaged or employed by Agent) naming Agent, for the benefit of the Lending Parties, as additional insured, mortgagee and lender loss payee; (xiv) Evidence of filing of all Official Body consents, approvals and filings, and all material third party consents and approvals required to effectuate the transactions contemplated hereby; (xv) Phase I environmental assessments of the Real Property Collateral performed by an environmental assessment firm satisfactory to Agent or other environmental assessments and due diligence satisfactory to Agent; (xvi) Evidence of compliance with Section 6.2 and a favorable determination of eligibility of the Company to borrow from Lender; (xvii) A pro forma balance sheet of the Company as of the Closing Date which gives effect to the transactions contemplated by this Agreement, together with a duly completed Compliance Certificate as of the Closing Date, in which such officer each case, certified by the Chief Executive Officer, President, Chief Financial Officer, Controller or comparable Authorized Officer of the Company as having been prepared in good faith and fairly presenting in all material respects the financial position of the Company as of the date thereof. Such pro forma balance sheet and Compliance Certificate shall certify that the conditions set forth in Section 2.3(bWorking Capital of the Consolidated Group is not less than $8,500,000 as of the Closing Date; (xviii) have been fulfilledA payoff letter from MGPI Processing, Inc. and Illinois Corn Processing Holdings, Inc. confirming the amount required to pay off all Indebtedness owing to such lenders by the Company and confirming the discharge, release and termination of all Liens on the property of the Company upon receipt of such payoff amount; (xix) A copy of the Risk Management Policy; and (vxx) a certificate executed on behalf All other Loan Documents and due diligence materials as Agent or its counsel may request in connection with this Agreement or any of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyforegoing documents, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreementinstruments, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Dateagreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On The following items or prior to the Closing Date, the Company documents shall deliver or cause to be have been delivered to each Purchaser the followingLender: (i) this Agreement duly executed by A Draw Request complying with the Company;requirements of, and constituting the same representations and warranties as specified in, Section 3.2(f)(vi) hereof. (ii) a Note An Advance Request submitted in accordance with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name requirements of such Purchaser;Section 3.2(f)(vii) hereof. (iii) A Construction Manager Affirmation of Payment (an “Affirmation of Payment”) (AIA Form G706) in the Registration Rights Agreement duly executed by the Company;form attached hereto as Exhibit M. (iv) a certificate executed on behalf All invoices relating to all items of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined Soft Costs identified in the Exchange Act) Advance Request or Borrowers’ receipted bills therefor, or other reasonable proof of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andexpenditure or payments for Soft Costs due reasonably acceptable to Lender. (v) a certificate executed on behalf An Anticipated Cost Report in respect of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyProject, which shall be accompanied by reasonably satisfactory in form and substance to Lender and the Construction Consultant. (vi) An endorsement to the Title Insurance Policy dated the date of such requested Construction Loan Advance and showing the Mortgage as a certificate prior and paramount Lien on each of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Properties, subject only to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws Permitted Encumbrances, (B) any other Liens or encumbrances consented to in effect on the Closing Datewriting by Lender, and (BC) any other Liens which are then being contested in accordance with the certificate evidencing provisions of Section 3.6(b) of the good standing Mortgage, and which shall have the effect of Company as increasing the coverage of a day within five (5) Business Days prior the Title Insurance Policy by an amount equal to the Closing Dateamount of the Construction Loan Advance then being made, along with co-insurance or reinsurance in such forms and amounts as may be reasonably required by Lender. Any reinsurance agreements shall provide for direct access with the other title companies satisfactory to Lender. (bvii) On (A) An updated lien waiver log, (B) duly executed conditional Lien waivers in the form set forth in Exhibit L-1 (progress payment) or prior L-3 (final payment) hereto, as applicable, from all Major Contractors who have performed work, for the work so performed, and/or who have supplied labor and/or materials, for the labor and/or materials so supplied, except for such work or labor and/or materials for which payment thereof is requested, as to which duly executed unconditional Lien waivers in the Closing Dateform set forth in Exhibit L-2 (progress payment) or L-4 (final payment) hereto, each Purchaser as applicable, shall deliver or cause to be delivered to Lender with the Company next request for a Construction Loan Advance, and (C) duly executed unconditional Lien waivers in the following:form set forth in Exhibit L-2 (progress payment) or L-4 (final payment) hereto, as applicable, with respect to all payments which were requested to be paid with the immediately preceding Construction Loan Advance and from whom a conditional Lien waiver in the form set forth in Exhibit L-1 (progress payment) or L-3 (final payment) hereto, as applicable, was delivered in the immediately preceding request for a Construction Loan Advance. (iviii) this Agreement duly executed by such Purchaser;An updated (A) Architect’s Certificate, (B) Construction Manager’s Certificate, (C) General Contractor’s Certificate, and (D) at Lender’s request, an updated Contractor’s Certificate from any Major Contractor. (iiix) such Purchaser’s Subscription Amount;A spreadsheet of Loan Budget Line Items in form reasonably satisfactory to Lender showing amounts expended under each Line Item to date and amounts under each Line Item remaining to be paid out. (iiix) Accredited Investor Questionnaire duly executed by each Purchaser; andEvidence that all Government Approvals necessary to permit the construction of that/those portion(s) of the Project to be funded with the proceeds of the proposed Construction Loan Advance have been obtained, including, without limitation, one or more acceptable building permits. (ivxi) A monthly progress report from the Registration Rights Construction Manager and/or the General Contractor, including, without limitation, a Loan Budget status (with respect to Hard Costs only), Construction Schedule status, Governmental Approval status, if applicable, and a description of any issues to be resolved between Borrowers and any designer or Trade Contractor, which report shall be reasonably satisfactory to Lender and Construction Consultant. (xii) Evidence reasonably satisfactory to Lender that the notional amount of the Interest Rate Cap Agreement duly executed by each Purchasershall be no less than the Outstanding Principal Balance, after giving effect to the proposed Construction Loan Advance.

Deliveries. (a) On or prior the Purchaser will complete, sign and return to the Closing DateLead Underwriter this Subscription Agreement to the email address on the face page hereof, together will all documents required by applicable Securities Laws (as defined below) for delivery to the Company shall deliver or cause to be delivered to each Purchaser on behalf of the followingPurchaser, including the following documents, as soon as possible and, in any event not later than 1:00 p.m. (Vancouver time) on September 17, 2025: (i) this Agreement duly a completed and executed by copy of the Company“Accredited Investor Certificate” attached hereto as Schedule A (the “Accredited Investor Certificate”); (ii) if the Purchaser is a Note with resident of Canada, a principal amount as set forth on completed and executed copy of the signature page hereto equal to each Purchaser’s Subscription Amount, registered Purchaser Certificate in the name of such Purchaserform attached as Schedule B hereto (the “Purchaser Certificate”); (iii) if the Registration Rights Agreement duly Purchaser is an individual and is relying on the exemption in Section 7(bb) of this Subscription Agreement, a completed and executed by a copy of the Companyrisk acknowledgment form attached as Attachment 1 to Schedule B (the “Individual Risk Acknowledgment Form”); (iv) if the Purchaser is a certificate resident of an International Jurisdiction (as defined below), a completed and executed on behalf copy of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined Purchaser certificate in the Exchange Actform attached as Schedule C (the “International Purchaser Certificate”); (v) if the Purchaser is not an individual and: (i) holds, or will hold upon completion of the CompanyOffering, dated as 5% or more of the Closing Dateissued and outstanding Common Shares; (ii) is, or will upon completion of the Offering be, an Insider; or (iii) is a member of the Aggregate Pro Group, one completed and executed TSX Venture Exchange (“TSXV”) Form 4C – Corporate Placee Registration Form, in which such officer shall certify that the conditions set forth in Section 2.3(b) form attached hereto as Schedule D, if the Purchaser does not have been fulfilleda current Form 4C on file with the TSXV; and (vvi) a certificate executed on behalf of such other documents as may be reasonably requested by the Company or the Underwriters. The Purchaser acknowledges and agrees that this offer and all other documents, delivered in connection with this Subscription will be held by its Secretary’s certificate containing (i) copies of the text of Underwriters until such time as the resolutions conditions set out in the Underwriting Agreement are satisfied by which the corporate action on the part of the Company necessary to approve this Agreement and or waived by the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateUnderwriters. (b) On or prior Any obligation of the Company to sell the Units to the Purchaser is subject to: (i) acceptance of this Subscription Agreement by the Company; (ii) performance by the Purchaser of its covenants under and in accordance with this Subscription Agreement; (iii) the truth and accuracy, at the time of acceptance of this Subscription Agreement and at the Closing Date, each Purchaser shall deliver or cause to be delivered to of the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s representations and warranties in this Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserAgreement; and (iv) the Registration Rights terms and conditions contained in the Underwriting Agreement duly executed for the benefit of the Company being complied with to the satisfaction of the Company or waived by each the Company; (v) the distribution of the Unit Shares and the Warrants comprising the Units to the Purchaser being exempt from the prospectus requirements of applicable Securities Laws (as defined herein); (vi) the Company having obtained all required regulatory approvals to permit the completion of the sale of the Units, including the approval of the TSXV; and (vii) the Purchaser executing and delivering all requisite documentation as required by this Subscription Agreement and applicable Securities Laws with respect to the purchase of the Units. (c) The Purchaser understands that the information provided herein will be relied upon by the Company, the Underwriters and, as applicable, the U.S. Affiliates for purposes of determining the eligibility of the Purchaser to purchase the Units. The Purchaser agrees to provide, upon request, any additional information that the Company or the Underwriters determines necessary or appropriate in determining the Purchaser’s eligibility. (d) If the Purchaser is acting as trustee, agent, representative or nominee for a Beneficial Purchaser, the Purchaser understands and acknowledges that the representations, warranties, and agreements made herein are made by the Purchaser, with respect to the Purchaser, and with respect to the Beneficial Purchaser. Unless the context otherwise requires or as specifically stated, references to the Purchaser in this Subscription Agreement are to the Purchaser and any such Beneficial Purchaser. (e) For the purposes hereof, “Securities Laws” means the securities laws, regulations and rules, blanket rulings, policies and written interpretations of and multilateral or national instruments adopted by the securities regulators of each of the provinces and territories of Canada, as well as the securities laws, regulations and rules of the United States. For the purposes hereof, “Business Day” means any day except Saturday, Sunday or a statutory holiday in Vancouver, British Columbia or Toronto, Ontario.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note legal opinion of Company Counsel in a form reasonably acceptable to each Purchaser and the Placement Agent; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) a certificate signed by the chief executive officer of the Company, dated the Closing Date, to the effect that (i) there has been no Material Adverse Effect in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, (ii) the representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued by the Commission, no order preventing or suspending the use of any Prospectus Supplement has been issued by and no proceedings for any of those purposes have been instituted by or are pending before or, to their knowledge, contemplated by the Commission; (v) a certificate signed by the chief financial officer of the Company, dated the Closing Date, certifying certain financial information; (vi) a certificate executed by the Secretary of the Company, dated as of the date of Closing, in form and substance reasonably acceptable to the Purchasers and the Placement Agent; (vii) the Company shall have provided each Purchaser and the Placement Agent with a principal amount certificate executed by the Chief Financial Officer of the Company, dated as set forth of such date, in form and substance satisfactory to each Purchaser and the Placement Agent; (viii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on the signature page hereto an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system Shares equal to each such Purchaser’s Subscription AmountAmount divided by the Per Share Purchase Price, rounded down to the nearest whole share, registered in the name of such Purchaser; (iiiix) the Registration Rights Agreement duly executed by the CompanyLock-Up Agreements; (ivx) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement Prospectus and the other Transaction Documents and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateSecurities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) , which shall be made available for “Delivery Versus Payment” settlement with the Registration Rights Agreement duly executed by each PurchaserCompany or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by a written evidence, to the Company;Purchaser’s reasonable satisfaction, from the Company Transfer Agent, evidencing (i) the issuance of the Issued Shares and (ii) that such Issued Shares are held on the official registry of the Company with the Purchaser as a record holder thereof. (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) Secretary of the Company, dated as of the Closing Date, in which such officer shall certify that (a) certifying the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of resolutions adopted by the Company Board of Directors or a duly authorized committee thereof approving the transactions contemplated by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Issued Shares, (b) attaching a certified true copy of the Closing Date certifying to shareholders’ resolutions approving the Purchasers that such resolutions were duly adopted allotment and have not been amended or rescindedissue of the Issued Shares, (iic) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries attaching and certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing DateOrganizational Documents, and (Bd) the certificate evidencing certifying the good standing of the Company under the laws of Singapore and that there are no Proceedings for the dissolution or liquidation of the Company or any of the Subsidiaries, and (e) certifying as of a day within five (5) Business Days prior to the Closing Datesignatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iii) the certificate referred to in Section 6.1(i); (iv) a receipt acknowledging the Company’s receipt of the Purchase Price; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Tag-Along Agreement, duly executed by the Major Shareholder; and (vii) all other documents required to be entered into by the Company pursuant hereto or reasonably requested by the Purchaser to consummate the transactions contemplated by the Transaction Documents. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaserthe certificate referred to in Section 6.2(f); (ii) such Purchaser’s Subscription Amountthe payment of the Purchase Price by wire transfer of same-day funds, as evidenced by an MT103 SWIFT message (or an equivalent thereof); (iii) Accredited Investor Questionnaire the Registration Rights Agreement, duly executed by each the Purchaser; (iv) the Tag-Along Agreement, duly executed by the Purchaser; (v) the lock up agreement in the form attached hereto as Exhibit D, duly executed by the Purchaser; and (ivvi) all other documents required to be entered into by the Registration Rights Agreement duly executed Purchaser pursuant hereto or reasonably requested by each Purchaserthe Company to consummate the transactions contemplated by the Transaction Documents.

Deliveries. At the Closing: (a) On the Purchaser, the Representative and the Escrow Agent shall execute and deliver the Purchase Price Adjustment Escrow Agreement and the Indemnity Escrow Agreement (each of which will require the Escrow Agent to perform its duties under the Purchase Price Adjustment Escrow Agreement and the Indemnity Escrow Agreement in accordance with the Standard, and the Escrow Agent shall not be entitled under the Purchase Price Adjustment Escrow Agreement, the Indemnity Escrow Agreement or prior otherwise to indemnification, exculpation or any similar right with respect to any breach of the Closing Date, Standard); (b) the Company shall deliver or cause to be delivered to the Purchaser each Purchaser of the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify stating that the conditions set forth specified in Section 2.3(bSections 3.01(a) and 3.01(b) (Conditions to the Purchaser’s and the Merger Sub’s Obligations) have been fulfilled; andsatisfied; (vii) a certificate executed on behalf all minute books, ownership records, stock books, ledgers and registers, and corporate seals, as applicable, relating to the organization, ownership and maintenance of the Company by and its Secretary’s certificate containing Subsidiaries that are not otherwise located at the facilities of the Company and its Subsidiaries; (iiii) certified copies of the text Charter and bylaws of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyCompany; (iv) an affidavit, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying and signed by a responsible corporate officer of the Company under penalty of perjury, stating that the Company is not and has not been a United States real property holding corporation, in form and substance required under Treasury Regulations §§1.897-2(h) and 1.1445-2(c); (v) a Form W8-BEN duly executed by Ontario Teachers’ Pension Plan Board, an Ontario corporation (“Teachers”); (vi) certified copies of resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (vii) the written consent of the holders of a majority of the shares of the Company Common Stock to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as consummation of the Closing Date executed on behalf transactions contemplated hereby; (viii) written resignation letters from each of Company by its corporate secretary or one the members of its assistant corporate secretaries certifying the office board of directors and each officer of the Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and specified by the Purchaser at least three (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (53) Business Days prior to the Closing Date.Closing, effective as of the Closing; (bix) On or prior duly executed copies of all of the Transaction Documents to which it is a party; and (c) the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Representative (on behalf of the Sellers) each of the following: (i) this Agreement duly executed by such Purchasera certificate, dated as of the Closing Date, stating that the preconditions specified in Sections 3.02(a) and 3.02(b) (Conditions to the Company’s Obligations) have been satisfied; (ii) such Purchaser’s Subscription Amount;duly executed copies of all the Transaction Documents to which it is a party; and (iii) Accredited Investor Questionnaire certified copies of the resolutions duly executed adopted by each the Purchaser; and ’s board of directors (ivor its equivalent governing body) and the Registration Rights Agreement duly executed by each PurchaserMerger Sub’s board of directors authorizing the execution, delivery and performance of this Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iii) one or more stock certificates evidencing the number of Shares to be issued to each Purchaser as specified on Schedule A, registered in the name of such Purchaser; (iv) a certificate executed evidence that the Certificate of Designations has been filed and has become effective on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of prior to the Closing Date, in which such officer shall certify that Date with the conditions set forth Secretary of State of Delaware; (v) the certificate described in Section 2.3(b) have been fulfilled2.4(b)(iii); and (vvi) certificates of good standing for the Company and its Subsidiaries issued as of a certificate executed on behalf recent date by the Secretary of State of the Company by its Secretary’s certificate containing (i) copies State of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement Delaware, and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf by an officer of the Company by its corporate secretary or one certifying (A) that the attached resolutions of the board of directors of the Company approving the Transaction Documents and the transactions contemplated thereby are true, complete and correct and remain unamended and in full force and effect, (B) that the Company shall have reserved out of its assistant corporate secretaries certifying authorized and unissued Common Stock, solely for the office purpose of effecting the conversion of the Shares and the exercise of the Remaining Warrants, at least 2,500,000 shares of Common Stock, and (C) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, or each Transaction Document and any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws document delivered in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Dateconnection herewith. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amountportion of the Cash Consideration by wire transfer to one or more accounts as specified by the Company to the Purchasers at least two (2) Business Days prior to the Closing; (iii) Accredited Investor Questionnaire duly executed by each original certificates representing the Purchaser’s share of the Consideration Shares, along with stock powers and Medallion guarantees effectively transferring the Consideration Shares to the Company for cancellation in form satisfactory to the Company; (iv) original certificates representing the Purchaser’s share of the Warrants, along with an assignment effectively transferring the Warrants to the Company for cancellation in form satisfactory to the Company; and (ivv) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, Pre-Funded Warrant registered in the name of such Purchaser; (iii) the Officer’s Certificate; (iv) the Registration Rights Agreement duly executed by the Company; (ivv) a certificate Certificate, executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companyan Officer, dated as of the Closing Date, in which such officer shall certify that certifying the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and Agreement, the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary Securities, certifying the current versions of the Certificate of Incorporation and Memorandum and Articles of Association of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) an opinion letter from ▇▇▇▇▇ & Case LLP, the Company’s counsel, and an opinion letter from ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (BVI) LLP, the Company’s BVI counsel, each dated as of the Closing Date certifying Date, and each in customary form and substance to be reasonably agreed upon with the Placement Agent and addressing such legal matters as the Placement Agent and the Company reasonably agree. The Placement Agent shall be entitled to rely on, to be protected in acting upon and, as applicable, be the third-party beneficiary of any opinion delivered to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing in connection with this Agreement, Agreement or any other agreement, certificate or other instrument executed pursuant hereto, and Transaction Documents; (iiivii) copies of the Lock-Up Agreements; and (Aviii) the Company’s Certificate of Incorporation wire instructions, on Company letterhead and bylaws in effect on executed by the Closing DateChief Executive Officer or Chief Financial Officer, and which shall be provided at least one (B) the certificate evidencing the good standing of Company as of a day within five (51) Business Days Day prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each such ▇▇▇▇▇▇▇▇▇; and (iii) such Purchaser’s Subscription Amount.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Investor the following: (i) this Agreement the Transaction Agreements duly executed by the CompanyCompany and, in the case of the New Notes and the New Indenture, the Trustee; (ii) a Note with a one or more certificated New Notes in such names and denominations as the Investor may request, duly authenticated by the Trustee, in an aggregate principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser$164,746,000; (iii) a certificate in form and substance reasonably satisfactory to the Registration Rights Agreement Investor duly executed on behalf of the Company by an authorized executive officer of the Company, certifying that (A) the representations and warranties of the Company contained in Article III hereof shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) and (B) the conditions to Closing set forth in Section 2.4(b)(ii) of this Exchange Agreement have been fulfilled; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) secretary of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying (A) that attached thereto is a true and complete copy of the amended and restated bylaws of the Company as currently in effect; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board authorizing the execution, delivery and performance of the Transaction Agreements (other than the resolutions adopted pursuant to the Purchasers Section 2.3(a)(v) hereof), and that all such resolutions were duly are in full force and effect and are all the resolutions adopted and have not been amended or rescinded, (ii) an incumbency certificate dated in connection with the transactions contemplated hereby as of the Closing Date executed (other than the resolutions adopted pursuant to Section 2.3(a)(v) hereof); (C) that attached thereto is a true and complete copy of the Company’s Amended and Restated Certificate of Incorporation as currently in effect; and (D) as to the incumbency of any officer of the Company executing a Transaction Agreement on behalf of Company the Company; (v) a true and complete copy of resolutions adopted (and which remain in effect) by its corporate secretary or one the Board acknowledging that certain related parties of its assistant corporate secretaries certifying the office Investor are “directors by deputization” for purposes of each officer Rule 16(b)-3(d) under the Exchange Act; and (vi) a legal opinion letter of Company executing this AgreementCounsel, or any other agreement, certificate or other instrument executed pursuant in substantially the form of Exhibit D attached hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser the Investor shall deliver or cause to be delivered to the Company the following: (i) this Agreement the Transaction Agreements to which the Investor is a party, duly executed by such Purchaserthe Investor; (ii) such Purchaser’s Subscription Amount;the certificated Existing Notes in accordance with Section 2.2(a)(i); and (iii) Accredited Investor Questionnaire duly executed the Subscription Amount by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed account specified by each Purchaserthe Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note legal opinion of Company Counsel in form and substance reasonably satisfactory to the Purchasers; (iii) a Debenture with a principal amount as set forth on the signature page hereto equal to each such Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of certificate, dated the Company Closing Date and signed by its Principal the Chief Executive Officer or Chief Executive Financial Officer (each as defined in the Exchange Act) of the Company, dated as of (A) providing the Closing DateCompany’s wire instructions, in which such officer shall certify (B) certifying that the all conditions set forth in Section 2.3(b) 2.3 have been fulfilled; and fulfilled and (vC) a certificate executed on behalf certifying that (I) the representations and warranties of the Company contained in any Transaction Document are true and correct in all material respects (or, to the extent representations or warranties are qualified by its Secretary’s certificate containing (imateriality or Material Adverse Effect, in all respects) copies of the text of the resolutions by which the corporate action when made and on the part Closing Date (unless as of a specific date therein in which case they shall be accurate as of such date), (II) all obligations, covenants and agreements of the Company necessary required to approve be performed at or prior to the Closing Date have been performed, (III) there have been no Material Adverse Effect with respect to the Company since the date of this Agreement and (IV) no Event of Default (as defined in the other Transaction Documents Debentures) and no event or condition that constitutes an Event of Default (as defined in the transactions and actions contemplated hereby and therebyDebentures) or that upon notice, which shall be accompanied by a certificate lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the corporate secretary or assistant corporate secretary of Company dated Debentures) exists as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated would occur as a result of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect transactions to occur on the Closing Date, and ; (Bv) the certificate evidencing Security Agreement, duly executed by the good standing Company and each Subsidiary, along with all of Company as of a day within five (5) Business Days prior the Security Documents, duly executed by the parties thereto, the original Pledged Securities and corresponding blank stock powers in form and substance satisfactory to the Closing DatePurchasers; (vi) the Intercreditor Agreement, duly executed by the parties thereto; and (vii) the Registration Rights Agreement, duly executed by the parties thereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription AmountAmount by wire transfer from its current escrow arrangement to the Blocked Account; (iii) Accredited Investor Questionnaire the Security Agreement duly executed by each such Purchaser; and (iv) the Registration Rights Agreement Agreement, duly executed by each such Purchaser.