Common use of Effectiveness Conditions Clause in Contracts

Effectiveness Conditions. The amendments set forth in Section 2 hereof, shall be effective (the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counsel): (a) Er▇▇ ▇▇▇ ▇hall have resigned from all officer and director positions with the Company and any of its subsidiaries; (b) a management incentive compensation plan with such terms and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock of the Company; (c) execution and delivery by Company to Investor of this Amendment; (d) delivery by the Company to the Investor one or more stock certificates, duly executed by the Company, representing the Shares; (e) the Certificate of Designation, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevada; (f) delivery by Company to the Investor of a secretary’s certificate, dated as of the Effective Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles of Incorporation and the Bylaws of the Company, each as in effect as of the Effective Date, and (iii) the authority and incumbency of the officers of the Company executing this Amendment and any other documents required to be executed or delivered in connection therewith; (g) each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as of such date; (h) the execution and delivery by the Company to the Investor of an Amended and Restated Promissory Note in the form attached hereto as Exhibit A; and (i) execution and delivery by Company of all agreements, instruments and documents requested by Investor to effectuate and implement the terms hereof and the terms of any document or instrument referenced hereby or to be executed hereunder.

Effectiveness Conditions. The amendments set forth in Section 2 hereof, This Amendment shall be effective (the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor completion of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counselthe “Amendment Date”): (a) Er▇▇ ▇▇▇ ▇hall have resigned from all officer Execution and director positions with delivery by the Company and any of its subsidiaries; each Person who delivered a Guaranty (bas defined below) a management incentive compensation plan with such terms and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock of the Company; (c) execution and delivery by Company to Investor in connection with the Transaction Documents (each a “Guarantor” and collectively, the “Guarantors”) to Investor and Assignee of this Amendment; (db) delivery Delivery by the Company to the Investor one or more stock certificates, duly executed by the Company, representing the Shares; (e) the Certificate and Assignee of Designation, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevada; (f) delivery by Company to the Investor of a secretaryan officer’s certificate, dated as of the Effective Datedate hereof, as to (i) the resolutions adopted by the Board of Directors (A) approving the transactions contemplated herebyhereby and (B) approving and adopting the amendments to the certificates of designation of the Series H Convertible Preferred Stock of the Company (the “Series H Preferred Stock”), the Series I Convertible Preferred Stock of the Company and the Series J Convertible Preferred Stock of the Company, in the form attached hereto as Exhibits A, B and C, respectively (collectively, the “CoD Amendments”) and confirmation of the filing of the CoD Amendments with and acceptance by the Massachusetts Secretary of State, (ii) the Articles of Incorporation and Organization (including all certificates of designation thereunder specifying the Bylaws terms of each series of the Company’s preferred stock), each as in effect as of the Effective Datedate hereof, (iii) the Bylaws, as in effect as of the date hereof, and (iiiiv) the authority and incumbency of the officers of the Company and the Guarantors executing this Amendment and any other documents required to be executed or delivered in connection therewith; (gc) each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as of such date; (h) the execution Execution and delivery by the Company to the Investor of an Amended and Restated Promissory Note a Warrant to Purchase Shares of Common Stock in the form attached hereto as Exhibit A; andD hereto (the “Warrant”), pursuant to which Investor shall be entitled to purchase up to 50,657,894 shares of Common Stock (the “Warrant Shares”) in accordance with the terms thereof. (id) execution and Execution and/or delivery by Company of all agreements, instruments and documents requested by Investor and/or Assignee to effectuate and implement the terms hereof and the terms Transaction Documents, in form and substance satisfactory to Investor, Assignee and their counsel; (e) The Company shall pay any and all costs, fees and expenses of any document or instrument referenced hereby or Investor and Assignee (including without limitation, attorneys’ fees and disbursements) in connection with this Amendment and the transactions contemplated hereby; (f) The Company, Investor and Assignee shall have completed and obtained all internal approvals with respect to be executed hereunderthis Amendment, including but not limited to the approvals of the Investor’s and Assignee’s respective investment committees and of the Company’s board of directors.

Effectiveness Conditions. The amendments set forth in Section 2 hereof, shall be effective (the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counsel): (a) Er▇▇▇▇ ▇▇▇ ▇hall shall have resigned from all officer and director positions with the Company and any of its subsidiaries; (b) a management incentive compensation plan with such terms and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock of the Company; (c) execution and delivery by Company to Investor of this Amendment; (d) delivery by the Company to the Investor one or more stock certificates, duly executed by the Company, representing the Shares; (e) the Certificate of Designation, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevada; (f) delivery by Company to the Investor of a secretary’s certificate, dated as of the Effective Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles of Incorporation and the Bylaws of the Company, each as in effect as of the Effective Date, and (iii) the authority and incumbency of the officers of the Company executing this Amendment and any other documents required to be executed or delivered in connection therewith; (g) each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as of such date; (h) the execution and delivery by the Company to the Investor of an Amended and Restated Promissory Note in the form attached hereto as Exhibit A; and (i) execution and delivery by Company of all agreements, instruments and documents requested by Investor to effectuate and implement the terms hereof and the terms of any document or instrument referenced hereby or to be executed hereunder.

Effectiveness Conditions. The amendments set forth in Section 2 hereof, This Amendment shall be effective (the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor completion of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counselthe “Amendment Date”): (a) Er▇▇ ▇▇▇ ▇hall have resigned from all officer and director positions with the Company and any of its subsidiaries; (b) a management incentive compensation plan with such terms and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock of the Company; (c) execution Execution and delivery by Company the Company, the Guarantors and the Second Lien Creditor to Investor the Creditor Parties of this Amendment; (db) delivery Delivery by the Company to the Investor one or more stock certificates, duly executed by the Company, representing the Shares; (e) the Certificate of Designation, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevada; (f) delivery by Company to the Investor Creditor Parties of a secretary’s certificate, dated as of the Effective Datedate hereof, as to (i) the resolutions adopted by the Board of Directors (A) approving the transactions contemplated herebyhereby and (B) approving and adopting the amendments to the certificates of designation of the Series H Convertible Preferred Stock of the Company, the Series I Convertible Preferred Stock of the Company and the Series J Convertible Preferred Stock of the Company, in the form attached hereto as Exhibits A, B and C, respectively, (ii) the Articles of Incorporation and Organization (including all certificates of designation thereunder specifying the Bylaws terms of each series of the Company’s preferred stock), (iii) the Bylaws, each as in effect as of the Effective Datedate hereof, and (iiiiv) the authority and incumbency of the officers of the Company and the Guarantors executing this Amendment and any other documents required to be executed or delivered in connection therewith; (gc) each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as of such date; (h) the execution and delivery Delivery by the Company to the Investor Creditor Parties of an Amended a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., counsel to the Company, addressed to the Creditor Parties, addressing certain matters with respect to the authorization, execution, delivery and Restated Promissory Note enforceability of this Amendment, in form and substance satisfactory to the form attached hereto as Exhibit A; andCreditor Parties; (id) execution and Execution and/or delivery by the Company of all agreements, instruments and documents requested by Investor the Creditor Parties to effectuate and implement the terms hereof and the terms Transaction Documents, in form and substance satisfactory to the Creditor Parties and their counsel; (e) The Company shall pay any and all costs, fees and expenses of any document or instrument referenced hereby or the Creditor Parties (including without limitation, attorneys’ fees and disbursements) in connection with this Amendment and the transactions contemplated hereby; (f) The Creditor Parties shall have completed a due diligence investigation of the Company in scope, and with results, satisfactory to be executed hereunderthe Creditor Parties; and (g) The Company and the Creditor Parties shall have completed and obtained all internal approvals with respect to this Amendment, including but not limited to the approvals of each Creditor Party’s respective investment committees and of the Company’s board of directors.

Effectiveness Conditions. The amendments set forth in Section 2 hereof, This Amendment shall be effective (the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor completion of the following conditions precedent (all documents to be in form and substance satisfactory to Investor Agent and InvestorAgent’s counsel): (a) Er▇▇ ▇▇▇ ▇hall Agent shall have resigned from all officer received a letter duly executed by New Borrower, dated prior to the date hereof authorizing Agent to file appropriate financing statements in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests to be created by this Agreement and director positions with the Company and any of its subsidiariesrelated Loan Documents; (b) a management incentive compensation plan with Agent shall have received evidence that appropriate financing statements have been duly filed in such terms office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent's Liens in and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock of the CompanyCollateral; (c) execution Execution and delivery by Company to Investor of this Amendment; (d) Execution and delivery by of the Company Joinder to the Investor one or more stock certificates, duly executed by the Company, representing the SharesGuaranty and Security Agreement; (e) the Certificate of Designation, Preferences Execution and Rights delivery of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of NevadaPledged Interest Addendum; (f) Execution and delivery by Company to the Investor of a secretary’s certificate, dated as of the Effective Date, as First Amendment and Joinder to Trademark Security Agreement; (g) Execution and delivery of the First Amendment and Joinder to Patent Security Agreement; (h) Execution and delivery of the Collateral Assignment of Purchase Documents; (i) Execution and delivery of the Canadian Guaranty Agreement; (j) Execution and delivery of the Canadian Pledge and Security Agreement; (k) Execution and delivery of the Intellectual Security Agreements governed by Canadian law; (l) Agent shall have received a duly executed Blocked Accounts Agreement by and among Royal Bank of Canada, Agent and 7D Canada; (m) Agent shall have received a Form 8821 for New Borrower; (n) Agent shall have received a certificate from the Secretary or other officer of New Borrower and New Guarantor (i) attesting to the resolutions adopted by of New Borrower's or New Guarantor’s board of directors or managers authorizing its execution, delivery, and performance of the Board of Directors approving the transactions contemplated herebyLoan Documents to which it is a party, (ii) authorizing specific officers of New Borrower DM3\7661109.4 5 and New Guarantor to execute the Articles of Incorporation and the Bylaws of the Company, each as in effect as of the Effective Datesame, and (iii) attesting to the authority incumbency and incumbency signatures of the such specific officers of the Company executing this Amendment New Borrower and any other documents required to be executed or delivered in connection therewithNew Guarantor; (go) Agent shall have received certificates from the Secretary of each Existing Borrower (i) attesting to no change with respect to the Governing Documents of Existing Borrowers since last delivered to Agent, (ii) attesting to the resolutions of Existing Borrower's board of directors or managers authorizing its execution, delivery, and performance of the representations Loan Documents to which it is a party, (ii) authorizing specific officers of each Existing Borrower to execute the same, and warranties of (iii) attesting to the Company in this Amendment shall be true incumbency and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as signatures of such datespecific officers of Existing Borrowers; (hp) Agent shall have received copies of New Borrower's Governing Documents, as amended, modified, or supplemented prior to the date hereof, which Governing Documents shall be (i) certified by the Secretary of New Borrower, and (ii) with respect to Governing Documents of 7D USA and Seaspine Ortho Intermediate that are charter documents, certified as of a recent date (not more than 30 days prior to the date hereof) by the appropriate governmental official; (q) Agent shall have received a certificate of status with respect to each Existing Borrower, New Borrower, and New Guarantor dated within 30 days of the date hereof, such certificate to be issued by the appropriate officer of the jurisdiction of organization of New Borrower and New Guarantor, as the case may be, which certificate shall indicate that New Borrower and New Guarantor, as the case may be, is in good standing in such jurisdiction; (r) Agent shall have received a certificate of insurance for New Borrower and New Guarantor, together with the endorsements thereto, as are required by Section 5.6 of the Credit Agreement, the form and substance of which shall be satisfactory to Agent; (s) Agent shall have received an opinion of counsel with respect to the New Borrower and New Guarantor in form and substance reasonably satisfactory to Agent; (t) Agent shall have completed its business, legal, and collateral due diligence with respect to New Borrower and New Guarantor; (u) Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual background checks for New Borrower, and (ii) OFAC/PEP searches and customary individual background searches for New Borrower's senior management and key principals, the results of which shall be satisfactory to Agent; (v) New Borrower and New Guarantor shall have received, or made application for, all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by New Borrower of the Company to Loan Documents or with the Investor consummation of an Amended the transactions contemplated thereby; (w) Payment of all outstanding costs, fees and Restated Promissory Note in expenses associated with this Amendment, including without limitation, the form attached hereto as Exhibit Acosts, fees and expenses required under Section 11 hereof; and (ix) execution and delivery by Company of all agreementsSuch additional documents, instruments and documents requested by Investor to effectuate and implement the terms hereof and the terms of any document or instrument referenced hereby or to be executed hereunderagreements as Agent may reasonably request.

Effectiveness Conditions. The amendments set forth in Section 2 hereof, This Amendment shall be effective (upon the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor completion of the following conditions precedent (all agreements, documents and instruments to be in form and substance satisfactory to Investor Lender and InvestorLender’s counsel): (a) Er▇▇ ▇▇▇ ▇hall have resigned from all officer Execution and director positions with the delivery by Company and any of its subsidiariesthis Amendment to Lender; (b) a management incentive compensation plan with such terms and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock of the Company; (c) execution Execution and delivery by Company to Investor of this Amendment; (d) delivery by the Company to the Investor one or more stock certificates, duly executed by the Company, representing the Shares; (e) the Certificate of Designation, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevada; (f) delivery by Company to the Investor of a secretary’s certificate, dated as of the Effective Date, as to (i) the resolutions adopted by the Board of Directors approving the transactions contemplated hereby, (ii) the Articles of Incorporation and the Bylaws of the Company, each as in effect as of the Effective Date, and (iii) the authority and incumbency of the officers of the Company executing this Amendment and any other documents required to be executed or delivered in connection therewith; (g) each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as of such date; (h) the execution and delivery by the Company to the Investor of an Amended and Restated Promissory Note in the original principal amount of $84,000,000 (“Note”); (c) Execution and delivery by Sun Mortgage Partners, LP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Individual Guarantors”) of the Limited Guaranty; (d) Execution and delivery by ▇▇▇▇▇▇▇ Sachs Mortgage Company (“GS”), Credit Suisse First Boston, Mortgage Capital, LLC, (“CSFB”), Lender (both in its capacity as Lender and in its capacity as the Bank, as defined in the Cash Account Agreement) and Individual Guarantors of the Cash Account Control Agreement (“Cash Account Agreement”); (e) Execution and delivery by GS and CSFB of the Intercreditor Agreement; (f) Delivery by Company of certified copies of resolutions of Joining Borrower’s board of directors, authorizing the execution of this Amendment and the Note and each document required to be delivered by any Section hereof; (g) Delivery by Company of Joining Borrower’s state certified certificate of incorporation and by-laws, certified by the secretary of each Joining Borrower; (h) No Default or Event of Default shall have occurred and be continuing under the Loan Agreement; (i) Delivery of Uniform Commercial Code financing statement, judgment and state and federal tax lien searches against Joining Borrower showing no liens on any of the Collateral; (j) Delivery by Company of an opinion letter from Company’s counsel regarding such matters as Lender may require in its sole but reasonable discretion; (k) Delivery by Company of payoff letters and releases from all persons having a security interest or other interest in the Collateral, together with all UCC-3 termination or partial releases or mortgage satisfactions necessary to terminate each such person’s interests in the Collateral; (l) Delivery by Company of an amended disclosure schedules to the Loan Agreement; (m) Delivery by Company for Joining Borrower of copies of insurance policies or certificates of insurance on an ▇▇▇▇▇ 27 form attached hereto evidencing liability and casualty insurance meeting the requirements set forth in the Existing Loan Documents, including, without limitation, naming Lender as Exhibit Alender’s loss payee (as to property and casualty coverage) and as additional insured (as to liability coverage); (n) Payment by Company of any and all costs, fees and expenses of Lender (including attorneys’ fee) in connection with this Amendment and the transaction contemplated hereby); and (io) execution and Execution and/or delivery by Company of all other agreements, instruments and documents requested by Investor Lender to effectuate and implement the terms hereof and the terms of any document or instrument referenced hereby or to be executed hereunderExisting Loan Documents.

Effectiveness Conditions. The amendments set forth in Section 2 hereof, This Amendment shall be effective (the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor satisfaction of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counsel):conditions: (aA) Er▇▇ ▇▇▇ ▇hall have resigned from all officer Execution and director positions with the Company and any delivery of its subsidiaries;this Amendment by each party hereto. (bB) a management incentive compensation plan with such terms and conditions satisfactory to the Investor shall have been approved and adopted Delivery by the Company which issues management up to 1,880,333 shares Companies of Common Stock a certificate of the Company; (c) execution and delivery by Company to Investor secretary or assistant secretary of this Amendment; (d) delivery by the Company to the Investor one or more stock certificates, duly executed by the Company, representing the Shares; (e) the Certificate each of Designation, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevada; (f) delivery by Company to the Investor of a secretary’s certificate, dated as of the Effective Date, as to Companies certifying (i) the as true and correct a copy of resolutions adopted by the such Company's Board of Directors (whether pursuant to a meeting of such Board of Directors or by written action of such Directors in lieu of a meeting) approving and authorizing the execution, delivery and performance by such Company of this Amendment and of the transactions contemplated herebyherein and therein, (ii) that there have been no amendments, supplements, or other modifications to such Company's certificate/articles of incorporation and bylaws since the Articles original Closing Date of Incorporation October 24, 2007 and that the Bylaws copies of such certificate/articles of incorporation and bylaws delivered to Agent on such date as a part of the Company"secretary's certificates" delivered by the Companies on such Closing Date are true, each correct and complete copies of such certificate/articles of incorporation and bylaws as currently in full force and effect as of the Effective Date, and (iii) the authority name(s) and incumbency signature(s) of the one or more officers of the such Company executing authorized to execute and deliver this Amendment and any other documents required to be executed or delivered in connection therewith; (g) each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as on behalf of such date; (h) the execution and delivery by the Company pursuant to the Investor of an Amended and Restated Promissory Note resolutions referenced in the form attached hereto as Exhibit A; and clause (i) execution and delivery above. (C) Payment by Company the Companies of all agreementsfees, instruments costs and documents requested expenses (including without limitation any and all legal fees and expenses) incurred by Investor Agent in the negotiation, preparation and execution of this Amendment. The Companies hereby authorize the Agent to effectuate charge the Collective Loan Account with the amount of all such costs and implement expenses of Agent in satisfaction thereof, and requests that Lenders make one or more Revolving Loan(s) (consisting of Revolving Loans bearing interest based on the terms Alternate Base Rate) on or after the date hereof in an aggregate amount equal to the total amount of all such costs and expenses, and that Agent disburse the terms proceeds of any document or instrument referenced hereby or to be executed hereunder.such Revolving Loans) in satisfaction thereof

Effectiveness Conditions. The amendments set forth in Section 2 hereof, This Amendment shall be effective (the “Effective Date”) upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor completion of the following conditions precedent (all documents to be in form and substance satisfactory to Investor and Investor’s counselthe “Amendment Date”): (a) Er▇▇ ▇▇▇ ▇hall have resigned from all officer and director positions with the Company and any of its subsidiaries; (b) a management incentive compensation plan with such terms and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock of the Company; (c) execution Execution and delivery by Company the Company, each Person who delivered a Guaranty (as defined below) to Investor in connection with the Transaction Documents (each a “Guarantor” and collectively, the “Guarantors”) and First Lien Agent to Investor and Assignee of this Amendment; (db) delivery Delivery by the Company to the Investor one or more stock certificates, duly executed by the Company, representing the Shares; (e) the Certificate of Designation, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevada; (f) delivery by Company to the Investor Assignee of a secretary’s certificate, dated as of the Effective Datedate hereof, as to (i) the resolutions adopted by the Board of Directors (A) approving the transactions contemplated herebyhereby and (B) approving and adopting the amendments to the certificates of designation of the Series H Convertible Preferred Stock of the Company, the Series I Convertible Preferred Stock of the Company and the Series J Convertible Preferred Stock of the Company, in the form attached hereto as Exhibits A, B and C, respectively (collectively, the “CoD Amendments”), (ii) the Articles of Incorporation and Organization (including all certificates of designation thereunder specifying the Bylaws terms of each series of the Company’s preferred stock), (iii) the Bylaws, each as in effect as of the Effective Datedate hereof, and (iiiiv) the authority and incumbency of the officers of the Company and the Guarantors executing this Amendment and any other documents required to be executed or delivered in connection therewith; (gc) each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate to an earlier date in which case they shall be true and correct as of such date; (h) the execution and delivery Delivery by the Company to the Investor and Assignee of an Amended a favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C., counsel to the Company, addressed to the Investor and Restated Promissory Assignee, addressing certain matters with respect to the authorization, execution, delivery and enforceability of this Amendment, in form and substance satisfactory to the Investor and Assignee; (d) Prepayment by the Company of all interest to be accrued from the date hereof through June 30, 2016, on each of the March 2009 Note, the September 2012 Note in and the form attached hereto as Exhibit A; and February 2013 Note (which shall equal $119,400.00 on account of the March 2009 Note, $450,000.00 on account of the September 2012 Note and $450,000.00 on account of the February 2013 Note), by increasing the outstanding aggregate principal amount under each of the March 2009 Note, the September 2012 Note and the February 2013 Note, respectively. Following such prepayment, the new outstanding principal balance under (i) execution the March 2009 Note shall be $5,283,754.56, (ii) the September 2012 Note shall be $18,970,000.00 and (iii) the February 2013 Note shall be $17,523,455.00; (e) Execution and/or delivery by Company of all agreements, instruments and documents requested by Investor and/or Assignee to effectuate and implement the terms hereof and the terms Transaction Documents, in form and substance satisfactory to Investor, Assignee and their counsel; (f) The Company shall pay any and all costs, fees and expenses of any document or instrument referenced hereby or Investor and Assignee (including without limitation, attorneys’ fees and disbursements) in connection with this Amendment and the transactions contemplated hereby; (g) Investor and Assignee shall have completed a due diligence investigation of the Company in scope, and with results, satisfactory to be executed hereunderthe Investor and Assignee; and (h) The Company, Investor and Assignee shall have completed and obtained all internal approvals with respect to this Amendment, including but not limited to the approvals of the Investor’s and Assignee’s respective investment committees and of the Company’s board of directors.

Effectiveness Conditions. The amendments set forth in Section 2 hereof, This Joinder shall be effective (effective, and the “Effective Date”) New Loan Party shall be deemed a Loan Party under the Loan Agreement and Initial Loan Documents, upon satisfactory completion, as determined in the Investors sole discretion, or waiver by the Investor completion of the following conditions precedent (all documents to be in form and substance satisfactory to Investor Lender and Investor’s Lender's counsel): (a) Er▇▇ ▇▇▇ ▇hall have resigned from all officer Execution and director positions with delivery of this Joinder Agreement and delivery of revised Schedules to the Company and any of its subsidiariesLoan Agreement as contemplated by Section 1(d) above; (b) Execution and delivery of a management incentive compensation plan with such terms Fourth Amended and conditions satisfactory to the Investor shall have been approved and adopted by the Company which issues management up to 1,880,333 shares of Common Stock Restated Revolving Note dated as of the Companydate hereof ("Fourth Amended and Restated Note") by all of the Loan Parties; (c) execution Execution and delivery by Company Stonepath of a Pledge Agreement dated as of the date hereof pledging one hundred percent (100%) of the issued and outstanding capital stock of New Loan Party and delivery to Investor Lender of this Amendmentstock certificates (along with appropriate stock powers endorsed in blank) representing such pledged stock and an acknowledgement of pledge executed by New Loan Party; (d) Execution and delivery by New Loan Party of a Pledge Agreement dated as of the Company date hereof pledging sixty-five percent (65%) of the issued and outstanding capital stock of Holdings (Hong Kong) and delivery to the Investor one or more Lender of stock certificates, duly certificates (along with appropriate stock powers endorsed in blank) representing such pledged stock and an acknowledgment of pledge executed by the Company, representing the SharesHoldings (Hong Kong); (e) the Certificate Filing of DesignationUCC-1 financing statements against New Loan Party in favor of Lender in such jurisdictions as Lender shall deem necessary, Preferences and Rights of the Series B Preferred Stock of the Company, Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A Preferred Stock of the Company, and Amendment #1 to the Certificate of Designation, Preferences and Rights of the Series A-1 and A-2 Preferred Stock of the Company, each in the form provided to the Investor shall have been filed with the Secretary of the State of the State of Nevadadesirable or prudent; (f) delivery by Company to A Secretary's Certificate of New Loan Party (x) containing a certification of incumbency regarding the Investor officers of a secretary’s certificate, dated as of the Effective Date, as to New Loan Party and (y) certifying (i) the resolutions adopted by the Board articles or certificate of Directors approving the transactions contemplated herebyincorporation of New Loan Party, (ii) the Articles bylaws of Incorporation and the Bylaws of the Company, each as in effect as of the Effective Date, New Loan Party and (iii) the authority and incumbency resolutions or written actions/consents of the officers Board of Directors of New Loan Party authorizing the execution of this Joinder, the Fourth Amended and Restated Note, the Pledge Agreement described in paragraph (d) above and any and all other documents, instruments and agreements required in connection herewith and therewith and the performance of the Company executing this Amendment obligations of New Loan Party hereunder and any other documents required to be executed or delivered in connection therewiththereunder; (g) Good Standing Certificates in each of the representations and warranties of the Company in this Amendment shall be true and correct in all respects as of the Effective Date, unless they specifically relate jurisdiction where New Loan Party is incorporated and/or qualified to an earlier date in which case they shall be true and correct as of such datedo business; (h) Written opinion of counsel to New Loan Party in form and substance satisfactory to Lender; (i) Uniform Commercial Code, judgment, federal and state tax lien searches against New Loan Party showing that the execution and delivery by the Company Collateral is not subject to the Investor of an Amended and Restated Promissory Note in the form attached hereto as Exhibit Aany liens, claims or encumbrances (other than Permitted Liens); and (ij) execution Any and delivery by Company of all other agreements, instruments and documents requested by Investor Lender to effectuate and implement the terms hereof and the terms of any document or instrument referenced hereby or to be executed hereunderInitial Loan Documents.