Common use of First Closing Clause in Contracts

First Closing. 4.1.1 The sale and purchase of an aggregate of $43,500,000 in principal amount of the Debentures to be purchased by Charterhouse shall occur at the offices of Proskauer Rose LLP ("Proskauer"), ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 9:00 a.m., Eastern Standard Time, at a closing (the "First Closing") on the twelfth Business Day following the execution of this Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5.1 (the "First Issue Date") or such other Business Day thereafter as may be agreed upon by Charterhouse and the Company. At the First Closing, the Company will deliver to Charterhouse the Debentures to be purchased by Charterhouse in the form of a single Debenture (or such greater number of Debentures as Charterhouse may request) dated the First Issue Date and registered in Charterhouse's name (or in the name of Charterhouse's nominee), against delivery by Charterhouse to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company to such bank account as the Company shall have notified Charterhouse in writing. (a) If at the First Closing the Company shall fail to tender such Debentures to Charterhouse as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.1 shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillment. (b) If at the First Closing Charterhouse shall fail to pay the purchase price for the Debentures to the Company as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1), without thereby waiving any rights the Company may have by reason of such failure or such nonfulfillment.

First Closing. 4.1.1 (i) The sale and purchase of an aggregate of $43,500,000 in principal amount consummation of the Debentures to be purchased by Charterhouse purchase and sale of the Series B-1 12.75% Preferred Stock and Warrants in accordance with Section ‎1.2(a) and the other transactions contemplated hereby at the first closing hereunder (the “First Closing”) shall occur take place at the offices of Proskauer Rose LLP ("Proskauer")▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, at 9:00 a.m.10:00 a.m. New York City time, Eastern Standard Time, at a closing as promptly as practicable (the "First Closing"but no more than three (3) on the twelfth Business Day Days) following the execution of this Agreement, subject to the satisfaction or waiver of the first date on which all conditions set forth in Section 5.1 ‎4 hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the "First Issue Date") Closing), or at such other Business Day thereafter time and place as may be agreed upon by Charterhouse the Company and the Company. Investors shall mutually agree. (ii) At the First Closing, the Company will shall deliver to Charterhouse each Investor: (A) a certificate or certificates representing the Debentures shares of Series B-1 12.75% Preferred Stock and Warrants to be purchased by Charterhouse in the form of a single Debenture (or issued to such greater number of Debentures as Charterhouse may request) dated Investor at the First Issue Date and registered Closing, as set forth in Charterhouse's name Section ‎1.2(a) of this Agreement, (or in the name of Charterhouse's nominee), against delivery B) each Transaction Document to be executed by Charterhouse to the Company other than this Agreement, the Strategic Relationship Agreement and Transaction Documents to be executed at the Second Closing or its order of immediately available funds in the amount of Third Closing, executed by the purchase price therefor Company, and (C) such other documents and instruments to be delivered by wire transfer for the account of the Company to such bank account as the Company shall have notified Charterhouse in writing. (a) If Investors at the First Closing the Company shall fail pursuant to tender such Debentures to Charterhouse as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.1 shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillment‎4. (biii) If at At the First Closing Charterhouse Closing, each Investor shall fail deliver to pay the Company: (A) the purchase price for the Debentures shares of Series B-1 12.75% Preferred Stock and Warrants issued to such Investor at the First Closing, by wire transfer of immediately available funds or such other form of payment as may be approved by the Company; (B) each Transaction Document to be executed by such Investor other than this Agreement, the Strategic Relationship Agreement and Transaction Documents to be executed at the Second Closing or the Third Closing, executed by such Investor; and (C) such other documents and instruments to be delivered by such Investor to the Company as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in First Closing pursuant to Section 17.1), without thereby waiving any rights the Company may have by reason of such failure or such nonfulfillment‎4.

First Closing. 4.1.1 (i) The sale and purchase of an aggregate of $43,500,000 in principal amount consummation of the Debentures to be purchased by Charterhouse purchase and sale of the Series B-1 12.75% Preferred Stock and Warrants in accordance with Section 1.2(a) and the other transactions contemplated hereby at the first closing hereunder (the “First Closing”) shall occur take place at the offices of Proskauer Rose LLP ("Proskauer")▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, at 9:00 a.m.10:00 a.m. New York City time, Eastern Standard Time, at a closing as promptly as practicable (the "First Closing"but no more than three (3) on the twelfth Business Day Days) following the execution of this Agreement, subject to the satisfaction or waiver of the first date on which all conditions set forth in Section 5.1 4 hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the "First Issue Date") Closing), or at such other Business Day thereafter time and place as may be agreed upon by Charterhouse the Company and the Company. Investors shall mutually agree. (ii) At the First Closing, the Company will shall deliver to Charterhouse each Investor: (A) a certificate or certificates representing the Debentures shares of Series B-1 12.75% Preferred Stock and Warrants to be purchased by Charterhouse in the form of a single Debenture (or issued to such greater number of Debentures as Charterhouse may request) dated Investor at the First Issue Date and registered Closing, as set forth in Charterhouse's name Section 1.2(a) of this Agreement, (or in the name of Charterhouse's nominee), against delivery B) each Transaction Document to be executed by Charterhouse to the Company other than this Agreement, the Strategic Relationship Agreement and Transaction Documents to be executed at the Second Closing or its order of immediately available funds in the amount of Third Closing, executed by the purchase price therefor Company, and (C) such other documents and instruments to be delivered by wire transfer for the account of the Company to such bank account as the Company shall have notified Charterhouse in writing. (a) If Investors at the First Closing the Company shall fail pursuant to tender such Debentures to Charterhouse as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.1 shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillment4. (biii) If at At the First Closing Charterhouse Closing, each Investor shall fail deliver to pay the Company: (A) the purchase price for the Debentures shares of Series B-1 12.75% Preferred Stock and Warrants issued to such Investor at the First Closing, by wire transfer of immediately available funds or such other form of payment as may be approved by the Company; (B) each Transaction Document to be executed by such Investor other than this Agreement, the Strategic Relationship Agreement and Transaction Documents to be executed at the Second Closing or the Third Closing, executed by such Investor; and (C) such other documents and instruments to be delivered by such Investor to the Company as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in First Closing pursuant to Section 17.1), without thereby waiving any rights the Company may have by reason of such failure or such nonfulfillment4.

First Closing. 4.1.1 The sale and purchase of an aggregate of $43,500,000 in principal amount of the Debentures Series D Notes to be purchased by Charterhouse each Purchaser of a Series D Note (each such Purchaser of a Series D Note, a “First Closing Purchaser”), shall occur at a closing (the “First Closing”) to be held not later than 1:00 p.m. New York time (the First Closing Purchasers’ reinvestment deadline) at the offices of Proskauer Rose LLP ("Proskauer")▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇-▇▇▇▇ on December 22, at 9:00 a.m., Eastern Standard Time, at a closing 2017 (the "“First Closing") on the twelfth Business Day following the execution of this Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5.1 (the "First Issue Closing Date") or such other Business Day thereafter as may be agreed upon by Charterhouse and the Company”). At the First Closing, the Company will deliver to Charterhouse each First Closing Purchaser the Debentures Series D Notes to be purchased by Charterhouse such First Closing Purchaser in the form of a single Debenture Series D Note (or such greater number of Debentures Series D Notes in denominations of at least $100,000 as Charterhouse such First Closing Purchaser may request) dated the First Issue Closing Date and registered in Charterhouse's such First Closing Purchaser’s name (or in the name of Charterhouse's its nominee), against delivery by Charterhouse such First Closing Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to such bank account as in accordance with the wire instructions set forth in the Funding Instruction Letter delivered by the Company shall have notified Charterhouse in writing. (a) connection with such First Closing. If at the First Closing the Company shall fail to tender such Debentures Series D Notes to Charterhouse any First Closing Purchaser as provided above in this Section 4.13.1, or any of the conditions specified in Section 5.1.1 4 shall not have been fulfilled to Charterhouse's such First Closing Purchaser’s satisfaction, Charterhouse such First Closing Purchaser shall, at Charterhouse's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillment. (b) If at the First Closing Charterhouse shall fail to pay the purchase price for the Debentures to the Company as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's its election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1)with respect to Series D Notes to be purchased by such First Closing Purchaser at the First Closing, without thereby waiving any rights the Company such First Closing Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilled to such First Closing Purchaser’s satisfaction or such failure or by the Company to tender such nonfulfillmentSeries D Notes.

First Closing. 4.1.1 (a) The sale and obligations of Velocitas to purchase the Initial Note at the First Closing are subject to the fulfillment, on or before the First Closing, of an aggregate of $43,500,000 in principal amount each of the Debentures following conditions, unless otherwise waived by Velocitas in its sole discretion: i. The representations and warranties of the Company set forth herein, the Initial Note and the Security Agreement shall be true and complete in all respects as of the date of the First Closing as though made on and as of such date (other than those representations and warranties that are made as of a specified date, in which case, such representations and warranties shall be true and correct in all material respects as of such specified date); ii. the Company shall have performed all of the covenants of the Company set forth herein, the Initial Note and the Security Agreement that are required to be purchased by Charterhouse performed on or prior to the First Closing; iii. the Vice President and Chief Financial Officer of the Company shall occur have delivered Velocitas at the offices First Closing a certificate certifying that the conditions specified in Sections 5.1(a)(i) and 5.1(a)(i)(ii) have been fulfilled; iv. the Vice President and Chief Financial Officer of Proskauer Rose LLP the Company shall have delivered Velocitas at the First Closing a certificate certifying that attached thereto are correct and complete copies of: ("Proskauer")A) the resolutions duly and validly adopted by the Board of Directors evidencing its authorization of the execution and delivery of the Transaction Agreements and appointing V▇▇▇▇▇▇ ▇▇▇▇ as a director of the Company and V▇▇▇▇▇▇ ▇▇▇▇ as Chief Executive Officer of the Company; (B) the articles or certificate of incorporation and by-laws of the Company and each of its Subsidiaries; (C) a good standing certificate for the Company and each of its Subsidiaries from the Secretary of State of the State of Nevada or Delaware, as applicable, dated within seven (7) days of the date of the First Closing; and (E) written resignations and general releases of each of the Resigning Officer and Directors in their capacities as directors and officers (other than T▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ who shall be required to resign only in his capacity as a director), in form and substance acceptable to Velocitas; provided, that, the releases and resignations of T▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ and R▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 9:00 a.m., Eastern Standard Time, at a closing (the "First Closing") on the twelfth Business Day following the execution of this Agreement, subject to the satisfaction or waiver ▇ as directors of the conditions set forth in Section 5.1 (Company and its subsidiaries shall be effective as of the "First Issue Date") or such other Business Day thereafter as may be agreed upon by Charterhouse and Second Closing; v. the Company. At Company shall have delivered to Velocitas at the First Closing, (A) the Initial Note duly executed by the Company; (B) the Security Agreement duly executed by the Borrower Entities; (C) the Investors’ Rights Agreement duly executed by the Company will deliver and the investors specified therein (other than Velocitas and any Purchaser); (D) the Voting Agreement duly executed by the Company and the investors specified therein (other than Velocitas and any Purchaser) and (E) the BackStop Agreement duly executed by the Company and the investors specified therein (other than Velocitas and any Purchaser); vi. all authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Initial Note (and the Common Stock issuable upon conversion thereof) and the Securities pursuant to Charterhouse the Debentures to this Agreement shall be purchased by Charterhouse in the form obtained and effective as of a single Debenture (or such greater number of Debentures as Charterhouse may request) dated the First Issue Date Closing; vii. all corporate and registered other proceedings in Charterhouse's name (or connection with the transactions contemplated at the First Closing and all documents incident thereto shall be reasonably satisfactory in the name of Charterhouse's nominee), against delivery by Charterhouse form and substance to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company to such bank account as Velocitas; viii. the Company shall have notified Charterhouse in writing.provided notices of the transactions contemplated by the Transaction Agreement to any persons holding (or allegedly holding) any preemptive or similar rights, and either (A) such rights shall have been waived with respect to the transactions contemplated by the Transaction Agreements, or (B) the period for exercise shall have expired with respect to the transactions contemplated by the Transaction Agreements without any holder of such preemptive rights having exercised the same; and (a) If at ix. Velocitas shall have received an opinion from one or more law firms dated as of the First Closing Closing, in substantially the Company shall fail form attached hereto, with customary opinions regarding corporate authority, approval, valid and binding obligation, due issuance, perfection (with respect to tender such Debentures to Charterhouse as provided above in this the Liens granted under the Security Agreement) and exemption from Section 4.1, or any of 5 under the conditions specified in Section 5.1.1 shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillmentSecurities Act. (b) If The obligations of the Company to issue the Initial Note and execute the Security Agreement at the First Closing Charterhouse are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by the Company in its sole discretion: i. The representations and warranties of Velocitas contained in Section 4 shall fail be true and correct in all respects as of the First Closing; ii. Velocitas shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to pay be performed or complied with by Velocitas on or prior to the purchase price for the Debentures First Closing; iii. Velocitas shall have delivered to the Company at the First Closing, (A) the Security Agreement duly executed by Velocitas; (B) a Disqualification Questionnaire completed and executed by Velocitas and each prospective appointee of Velocitas to the Board of Directors or as provided above in this Section 4.1, or any an officer of the conditions specified Company; (C) the Investors’ Rights Agreement duly executed by Velocitas; (D) the Voting Agreement duly executed by Velocitas and (E) the BackStop Agreement duly executed by Velocitas; and iv. all authorizations, approvals or permits, if any, of any Governmental Entity that are required in Section 5.1.2 connection with the lawful issuance and sale of the Initial Note (and the Common Stock issuable upon conversion thereof) shall not have been fulfilled to be obtained and effective as of the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1), without thereby waiving any rights the Company may have by reason of such failure or such nonfulfillmentFirst Closing.

First Closing. 4.1.1 The sale and purchase of an aggregate of $43,500,000 in principal amount of the Debentures to be purchased by Charterhouse shall occur at the offices of Proskauer Rose LLP ("Proskauer"), ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 9:00 a.m., Eastern Standard Time, at a closing (the "First Closing") on the twelfth Business Day following the execution of this Agreement, subject Subject to the satisfaction or waiver of the conditions set forth in Section 5.1 4.2(a) and Section 4.2(b) below, the completion of the purchase and sale of the First Closing Shares and the First Closing Warrants (the "“First Issue Date"Closing”) or such other Business Day thereafter as may be agreed upon shall occur no later than the second business day after the execution of this Agreement by Charterhouse the Investors and the CompanyCompany (the “First Closing Date”), in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the First Closing, (a) the Company will shall cause W▇▇▇▇ Fargo Shareowner Services, the Company’s “Transfer Agent”, to deliver to Charterhouse each Investor the Debentures to be purchased by Charterhouse in the form of a single Debenture (or such greater number of Debentures as Charterhouse may request) dated First Closing Shares set forth on the First Issue Date and Signature Page of such Investor registered in Charterhouse's name (or in the name of Charterhouse's nomineesuch Investor or, if so indicated on the Investor Questionnaire of such Investor attached hereto as Exhibit A, in the name of a nominee designated by such Investor, (b) the Company shall cause to be delivered to such Investor a First Closing Warrant for the number of First Closing Warrant Shares set forth on the Signature Page of such Investor and (c) the aggregate purchase price for the First Closing Shares and the First Closing Warrants being purchased by such Investor at such First Closing as set forth on the Signature Page of such Investor will be delivered by or on behalf of such Investor to the Company. Notwithstanding anything contained herein to the contrary, if the First Closing shall not have occurred on or prior to the date that is two (2) business days after the execution of this Agreement by the Investors and the Company (unless the First Closing shall not have occurred due to a breach by an Investor of the terms hereof), against delivery by Charterhouse then the Investors may terminate this Agreement without further liability of any kind to the Company or its order the Investors, provided that (i) any such termination of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company to such bank account as the Company shall have notified Charterhouse in writing. (a) If at the First Closing the Company shall fail to tender such Debentures to Charterhouse as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.1 Agreement shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved relieve any party hereto of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason liability in respect of such failure or such nonfulfillment. (b) If at the First Closing Charterhouse shall fail to pay the purchase price for the Debentures any breach hereof arising prior to the Company as provided above in this Section 4.1, or any termination of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1or following such termination with respect to any provisions that survive the termination of this Agreement), without thereby waiving and (ii) this last sentence of Section 4.1(a) and Sections 2.3, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 18, 19, 23 and 24 shall survive any rights the Company may have by reason of such failure or such nonfulfillmenttermination.

First Closing. 4.1.1 (a) The sale and obligations of Velocitas to purchase the Initial Note at the First Closing are subject to the fulfillment, on or before the First Closing, of an aggregate of $43,500,000 in principal amount each of the Debentures following conditions, unless otherwise waived by Velocitas in its sole discretion: i. The representations and warranties of the Company set forth herein, the Initial Note and the Security Agreement shall be true and complete in all respects as of the date of the First Closing as though made on and as of such date (other than those representations and warranties that are made as of a specified date, in which case, such representations and warranties shall be true and correct in all material respects as of such specified date); ii. the Company shall have performed all of the covenants of the Company set forth herein, the Initial Note and the Security Agreement that are required to be purchased by Charterhouse performed on or prior to the First Closing; iii. the Vice President and Chief Financial Officer of the Company shall occur have delivered Velocitas at the offices First Closing a certificate certifying that the conditions specified in Sections 5.1(a)(i) and 5.1(a)(i)(ii) have been fulfilled; iv. the Vice President and Chief Financial Officer of Proskauer Rose LLP the Company shall have delivered Velocitas at the First Closing a certificate certifying that attached thereto are correct and complete copies of: ("Proskauer")A) the resolutions duly and validly adopted by the Board of Directors evidencing its authorization of the execution and delivery of the Transaction Agreements and appointing ▇▇▇▇▇▇▇ ▇▇▇▇ as a director of the Company and ▇▇▇▇▇▇▇ ▇▇▇▇ as Chief Executive Officer of the Company; (B) the articles or certificate of incorporation and by-laws of the Company and each of its Subsidiaries; (C) a good standing certificate for the Company and each of its Subsidiaries from the Secretary of State of the State of Nevada or Delaware, as applicable, dated within seven (7) days of the date of the First Closing; and (E) written resignations and general releases of each of the Resigning Officer and Directors in their capacities as directors and officers (other than ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ who shall be required to resign only in his capacity as a director), in form and substance acceptable to Velocitas; provided, that, the releases and resignations of ▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 9:00 a.m., Eastern Standard Time, at a closing (the "First Closing") on the twelfth Business Day following the execution of this Agreement, subject to the satisfaction or waiver ▇ as directors of the conditions set forth in Section 5.1 (Company and its subsidiaries shall be effective as of the "First Issue Date") or such other Business Day thereafter as may be agreed upon by Charterhouse and Second Closing; v. the Company. At Company shall have delivered to Velocitas at the First Closing, (A) the Initial Note duly executed by the Company; (B) the Security Agreement duly executed by the Borrower Entities; (C) the Investors’ Rights Agreement duly executed by the Company will deliver and the investors specified therein (other than Velocitas and any Purchaser); (D) the Voting Agreement duly executed by the Company and the investors specified therein (other than Velocitas and any Purchaser) and (E) the BackStop Agreement duly executed by the Company and the investors specified therein (other than Velocitas and any Purchaser); vi. all authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Initial Note (and the Common Stock issuable upon conversion thereof) and the Securities pursuant to Charterhouse the Debentures to this Agreement shall be purchased by Charterhouse in the form obtained and effective as of a single Debenture (or such greater number of Debentures as Charterhouse may request) dated the First Issue Date Closing; vii. all corporate and registered other proceedings in Charterhouse's name (or connection with the transactions contemplated at the First Closing and all documents incident thereto shall be reasonably satisfactory in the name of Charterhouse's nominee), against delivery by Charterhouse form and substance to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company to such bank account as Velocitas; viii. the Company shall have notified Charterhouse in writing.provided notices of the transactions contemplated by the Transaction Agreement to any persons holding (or allegedly holding) any preemptive or similar rights, and either (A) such rights shall have been waived with respect to the transactions contemplated by the Transaction Agreements, or (B) the period for exercise shall have expired with respect to the transactions contemplated by the Transaction Agreements without any holder of such preemptive rights having exercised the same; and (a) If at ix. Velocitas shall have received an opinion from one or more law firms dated as of the First Closing Closing, in substantially the Company shall fail form attached hereto, with customary opinions regarding corporate authority, approval, valid and binding obligation, due issuance, perfection (with respect to tender such Debentures to Charterhouse as provided above in this the Liens granted under the Security Agreement) and exemption from Section 4.1, or any of 5 under the conditions specified in Section 5.1.1 shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillmentSecurities Act. (b) If The obligations of the Company to issue the Initial Note and execute the Security Agreement at the First Closing Charterhouse are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by the Company in its sole discretion: i. The representations and warranties of Velocitas contained in Section 4 shall fail be true and correct in all respects as of the First Closing; ii. Velocitas shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to pay be performed or complied with by Velocitas on or prior to the purchase price for the Debentures First Closing; iii. Velocitas shall have delivered to the Company at the First Closing, (A) the Security Agreement duly executed by Velocitas; (B) a Disqualification Questionnaire completed and executed by Velocitas and each prospective appointee of Velocitas to the Board of Directors or as provided above in this Section 4.1, or any an officer of the conditions specified Company; (C) the Investors’ Rights Agreement duly executed by Velocitas; (D) the Voting Agreement duly executed by Velocitas and (E) the BackStop Agreement duly executed by Velocitas; and iv. all authorizations, approvals or permits, if any, of any Governmental Entity that are required in Section 5.1.2 connection with the lawful issuance and sale of the Initial Note (and the Common Stock issuable upon conversion thereof) shall not have been fulfilled to be obtained and effective as of the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1), without thereby waiving any rights the Company may have by reason of such failure or such nonfulfillmentFirst Closing.

First Closing. 4.1.1 The sale and purchase of an aggregate of $43,500,000 in principal amount On October 1, 2001 (or such other day as the Parties may agree), the closing of the Debentures transactions provided for in this Agreement other than the transactions contemplated in Article IIA (the "Closing") shall be held (but only if all of the conditions set forth in Article VI (other than those conditions that are specified as applying only to be purchased by Charterhouse the Second Closing) shall occur have been satisfied or waived prior to the Closing) at the offices of Proskauer Rose LLP Instinet Group Incorporated, 3 Times Square, New York, NY 10036 (such date, the "ProskauerClosing Date"), . ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ that the following actions shall occur and be effective at and as of the Closing. 2.1 Acquisition and Transfer of certain ProTrader LP Units and the ProTrader LLC Interests. In reliance upon the representations, warranties, covenants and agreements contained herein and upon the terms and subject to the conditions set forth in Article VI hereof, at the Closing: (A) Burch, Jamail and Overunder shall sell, assign, transfer, convey and ▇▇▇▇▇▇▇ ▇▇ ▇uyer, and Buyer shall purchase, acquire and accept from Burch, Jamail and Overunder, in each case free and clear of all Lien▇ (▇▇▇▇▇ ▇▇▇▇ Liens created by the terms of the ProTrader LP Partnership Agreement or the ProTrader LLC Limited Liability Company Agreement, as applicable, which, with respect to any holders (other than Buyer) of Units or ProTrader LLC Membership Interests as of or prior to Closing, shall be extinguished or irrevocably waived upon the Closing) (i) all of the Class A Units (other than the McEntire Class A Units) and (ii) one hundred percent (100%) of the P▇, ▇▇▇▇▇▇▇ LLC Membership Interests (other than the ProTrader LLC Membership Interests owned by McEntire as of the Closing); (B) the Class B Unit Hol▇▇▇▇ ▇▇▇▇ll sell, ▇▇▇▇▇assign, at 9:00 a.m.transfer, Eastern Standard Time, at a closing (the "First Closing") on the twelfth Business Day following the execution of this Agreement, subject to the satisfaction or waiver of the conditions set forth in Section 5.1 (the "First Issue Date") or such other Business Day thereafter as may be agreed upon by Charterhouse convey and the Company. At the First Closing, the Company will deliver to Charterhouse the Debentures to be purchased by Charterhouse in the form of a single Debenture (or Buyer, and Buyer shall purchase, acquire and accept from such greater number of Debentures as Charterhouse may request) dated the First Issue Date Class B Unit Holders, free and registered in Charterhouse's name (or in the name of Charterhouse's nominee), against delivery by Charterhouse to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company to such bank account as the Company shall have notified Charterhouse in writing. (a) If at the First Closing the Company shall fail to tender such Debentures to Charterhouse as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.1 shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved clear of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillment. (b) If at the First Closing Charterhouse shall fail to pay the purchase price for the Debentures to the Company as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement Liens (other than Liens created by the terms of the ProTrader LP Partnership Agreement or the ProTrader LLC Limited Liability Company Agreement, as provided in Section 17.1applicable, which, with respect to any holders (other than Buyer) of Units or ProTrader LLC Membership Interests as of or prior to Closing, shall be extinguished or irrevocably waived upon the Closing) all of the Class B Units; and (C) the Class C Units Holders shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from the Class C Unit Holders, free and clear of all Liens (other than Liens created by the terms of the ProTrader LP Partnership Agreement or the ProTrader LLC Limited Liability Company Agreement, as applicable, which, with respect to any holders (other than Buyer) of Units or ProTrader LLC Membership Interests as of or prior to Closing, shall be extinguished or irrevocably waived upon the Closing), without thereby waiving any rights all of the Company may have by reason of such failure or such nonfulfillmentClass C Units.

First Closing. 4.1.1 The closing of the sale and purchase of an aggregate of $43,500,000 in principal amount of the Debentures Series C Notes to be purchased by Charterhouse the Purchasers shall occur at the offices of Proskauer Rose LLP ("Proskauer"), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇, at 9:00 10:00 a.m., Eastern Standard Timelocal time, at a closing (the "“First Closing"”) on the twelfth Business Day following the execution of this AgreementDecember 22, subject to the satisfaction or waiver of the conditions set forth in Section 5.1 2006 (the "“First Issue Closing Date") ”), or such other Business Day thereafter date and place as may be agreed upon in writing by Charterhouse Prudential and the Company. At the First Closing, Closing the Company will deliver to Charterhouse each Purchaser the Debentures Series C Notes to be purchased by Charterhouse such Purchaser in the form of a single Debenture Note of such Series (or such greater number of Debentures such Notes in denominations of at least $100,000, as Charterhouse the Purchasers may request) ), dated the First Issue Closing Date and registered in Charterhouse's such Purchaser’s name (or in the name of Charterhouse's such Purchaser’s nominee), as indicated in Schedule A, against delivery by Charterhouse such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor as directed by wire transfer for the account Company in Schedule 3. The obligations of Prudential to enter into this Agreement and to make the Facility available to the Company, and of the Company Purchasers of the Series C Notes to such bank account as purchase the Company shall have notified Charterhouse in writing. (a) If at Series C Notes are subject to the satisfaction, on or before the First Closing Date, of the conditions set forth in Section 4.1 below. If, on the First Closing Date the Company shall fail fails to tender to the Purchasers the Series C Notes to be acquired by such Debentures to Charterhouse as provided above in this Section 4.1Purchasers on the First Closing Date, or any of if the conditions specified in Section 5.1.1 shall 4.1 have not have been fulfilled to Charterhouse's Prudential’s or each Purchaser’s satisfaction, Charterhouse Prudential or such Purchaser shall, at Charterhouse's its election, be relieved of all further obligations under this Agreement, Agreement without thereby waiving any rights Charterhouse Prudential or each such Purchaser may have by reason of such failure or such nonfulfillment. (b) If at the First Closing Charterhouse shall fail to pay the purchase price for the Debentures to the Company as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1), without thereby waiving any rights the Company may have by reason of such failure or such nonfulfillment.

First Closing. 4.1.1 The sale and purchase of an aggregate of $43,500,000 in principal amount of the Debentures to be purchased by Charterhouse shall occur at the offices of Proskauer Rose LLP ("Proskauer"), ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 9:00 a.m., Eastern Standard Time, at a closing (the "First Closing") on the twelfth Business Day following the execution of this Agreement, subject Subject to the satisfaction or waiver of the conditions set forth in Section 5.1 4.2(a) and Section 4.2(b) below, the completion of the purchase and sale of the First Closing Shares and the First Closing Warrants (the "“First Issue Date"Closing”) or such other Business Day thereafter as may be agreed upon shall occur no later than the second business day after the execution of this Agreement by Charterhouse the Investors and the CompanyCompany (the “First Closing Date”), in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the First Closing, (a) the Company will shall cause ▇▇▇▇▇ Fargo Shareowner Services, the Company’s “Transfer Agent”, to deliver to Charterhouse each Investor the Debentures to be purchased by Charterhouse in the form of a single Debenture (or such greater number of Debentures as Charterhouse may request) dated First Closing Shares set forth on the First Issue Date and Signature Page of such Investor registered in Charterhouse's name (or in the name of Charterhouse's nomineesuch Investor or, if so indicated on the Investor Questionnaire of such Investor attached hereto as Exhibit A, in the name of a nominee designated by such Investor, (b) the Company shall cause to be delivered to such Investor a First Closing Warrant for the number of First Closing Warrant Shares set forth on the Signature Page of such Investor and (c) the aggregate purchase price for the First Closing Shares and the First Closing Warrants being purchased by such Investor at such First Closing as set forth on the Signature Page of such Investor will be delivered by or on behalf of such Investor to the Company. Notwithstanding anything contained herein to the contrary, if the First Closing shall not have occurred on or prior to the date that is two (2) business days after the execution of this Agreement by the Investors and the Company (unless the First Closing shall not have occurred due to a breach by an Investor of the terms hereof), against delivery by Charterhouse then the Investors may terminate this Agreement without further liability of any kind to the Company or its order the Investors, provided that (i) any such termination of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company to such bank account as the Company shall have notified Charterhouse in writing. (a) If at the First Closing the Company shall fail to tender such Debentures to Charterhouse as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.1 Agreement shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved relieve any party hereto of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason liability in respect of such failure or such nonfulfillment. (b) If at the First Closing Charterhouse shall fail to pay the purchase price for the Debentures any breach hereof arising prior to the Company as provided above in this Section 4.1, or any termination of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1or following such termination with respect to any provisions that survive the termination of this Agreement), without thereby waiving and (ii) this last sentence of Section 4.1(a) and Sections 2.3, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 18, 19, 23 and 24 shall survive any rights the Company may have by reason of such failure or such nonfulfillmenttermination.

First Closing. 4.1.1 The sale and purchase of an aggregate of $43,500,000 in principal amount closing (the "First Closing") of the Debentures to be purchased by Charterhouse purchase and sale of the UrbanNet Shares hereunder shall occur take place at the offices of Proskauer Rose LLP ("Proskauer")Seller, 105 Carnegie Center, Princeton, New Jersey on the fifth business day a▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 9:00 a.m., Eastern Standard Time, at a closing (the "First Closing") on the twelfth Business Day following the execution of this Agreement, subject to the satisfaction or waiver of the conditions ons set forth in Section 5.1 (the "First Issue Date") 11.01, or at such other Business Day thereafter time or place as Buyer and Seller may be agreed upon by Charterhouse and the Companyagree. At the First Closing, , (i) Buyer shall pay to Seller the Company will deliver to Charterhouse the Debentures to be purchased UrbanNet Purchase Price by Charterhouse wire transfer in the form of a single Debenture (or such greater number of Debentures as Charterhouse may request) dated the First Issue Date and registered in Charterhouse's name (or in the name of Charterhouse's nominee), against delivery by Charterhouse to the Company or its order of immediately available funds to an account in the amount of United States, which account shall be designated by Seller no later than two business days prior to the purchase price therefor by wire transfer for the account of the Company to such bank account as the Company shall have notified Charterhouse in writingFirst Closing Date. (aii) If at the First Closing the Company Seller shall fail to tender such Debentures to Charterhouse as provided above in this Section 4.1deliver, or cause to be delivered, to Buyer certificates for the UrbanNet Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any of required transfer stamps affixed thereto. Each certificate representing the conditions specified UrbanNet Shares shall bear a legend substantially in the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SHARES. THE SHARE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM." (iii) Seller shall not deliver to Buyer the UrbanNet Warrant referred to in Section 5.1.1 shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillment2.01(d). (b) If at the First Closing Charterhouse shall fail to pay the purchase price for the Debentures to the Company as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1), without thereby waiving any rights the Company may have by reason of such failure or such nonfulfillment.

First Closing. 4.1.1 The sale and purchase of an aggregate of $43,500,000 in principal amount of the Debentures to be purchased by Charterhouse shall occur at the offices of Proskauer Rose LLP ("Proskauer"), ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, at 9:00 a.m., Eastern Standard Time, at a closing (the "First Closing") on the twelfth Business Day following the execution of this Agreement, subject Subject to the satisfaction or waiver of the conditions set forth in Section 5.1 4.2(a) and Section 4.2(b) below, the completion of the purchase and sale of the First Closing Shares and the First Closing Warrants (the "“First Issue Date"Closing”) or such other Business Day thereafter as may be agreed upon shall occur no later than the second business day after the execution of this Agreement by Charterhouse the Investor and the CompanyCompany (the “First Closing Date”), in accordance with Rule 15c6-l promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the First Closing, (a) the Company will shall cause ▇▇▇▇▇ Fargo Shareowner Services, the Company’s “Transfer Agent”, to deliver to Charterhouse the Debentures to be purchased by Charterhouse in Investor the form of a single Debenture (or such greater number of Debentures as Charterhouse may request) dated First Closing Shares set forth on the First Issue Date and Signature Page of the Investor registered in Charterhouse's name (or in the name of Charterhouse's nomineethe Investor or, if so indicated on the Investor Questionnaire of the Investor attached hereto as Exhibit A, in the name of a nominee designated by the Investor, (b) the Company shall cause to be delivered to the Investor a First Closing Warrant for the number of First Closing Warrant Shares set forth on the Signature Page of the Investor and (c) the aggregate purchase price for the First Closing Shares and the First Closing Warrants being purchased by the Investor at such First Closing as set forth on the Signature Page of the Investor will be delivered by or on behalf of the Investor to the Company. Notwithstanding anything contained herein to the contrary, if the First Closing shall not have occurred on or prior to the date that is two (2) business days after the execution of this Agreement by the Investor and the Company (unless the First Closing shall not have occurred due to a breach by an Investor of the terms hereof), against delivery by Charterhouse then Sarissa may terminate this Agreement without further liability of any kind to the Company or its order the Investor, provided that (i) any such termination of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company to such bank account as the Company shall have notified Charterhouse in writing. (a) If at the First Closing the Company shall fail to tender such Debentures to Charterhouse as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.1 Agreement shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved relieve any party hereto of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason liability in respect of such failure or such nonfulfillment. (b) If at the First Closing Charterhouse shall fail to pay the purchase price for the Debentures any breach hereof arising prior to the Company as provided above in this Section 4.1, or any termination of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1or following such termination with respect to any provisions that survive the termination of this Agreement), without thereby waiving and (ii) this last sentence of Section 4.1(a) and Sections 2.3, 6, 7, 8, 9, 10, 11, 12, 13, 14, 18 and 19 shall survive any rights the Company may have by reason of such failure or such nonfulfillmenttermination.

First Closing. 4.1.1 The sale and purchase of an aggregate of $43,500,000 in principal amount consummation of the Debentures Product Asset Transfers that are to be purchased consummated initially pursuant to the Transactions contemplated by Charterhouse Section 2.2 of this Agreement, and the transfers of any related Acquired Assets pursuant to the Transactions contemplated in Section 2.1 of this Agreement, (the “First Closing”) shall occur take place at the offices of Proskauer Rose LLP ("Proskauer")R▇▇▇ ▇▇▇▇▇ LLP, R▇▇▇ ▇▇▇▇▇ Centre, 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 9:00 a.m.4:00 p.m., Eastern Standard TimeNew York time, on the date that is five (5) Business Days following the satisfaction or waiver of all applicable conditions to the consummation of the Transactions to be consummated at a closing the First Closing pursuant to this Agreement and the other Transaction Documents, which, as applicable, include the expiration of any applicable notice period or other agreed upon timeframe related to the Consent Process (other than those conditions which by their terms are intended to be fulfilled at the "First Closing") or at such other place, time and date as the Parties may mutually agree (such date, the “First Closing Date”); provided that if, based on market conditions at the relevant time, Federated in good faith determines that the First Closing should not occur on the twelfth fifth Business Day referenced above due to potential adverse affects to the Federated Funds (or, as applicable, Other Federated Money Market Funds), Federated may, upon written notice to Parent provided at or before 12 o’clock, Noon, New York time, on the Business Day prior to the First Closing Date, elect to postpone the First Closing Date one time for a reasonable period of time until market conditions a▇▇▇▇ (which period of time shall not exceed thirty (30) calendar days following the execution date on which the conditions referenced in this sentence have been satisfied or waived) (any such election, a “Federated Closing Election”). In the case of a Federated Closing Election, the satisfaction of the conditions to the consummation of the Transactions to be consummated at the First Closing (other than those conditions which by their terms are intended to be fulfilled at the First Closing) shall be measured as of the date upon which written notice of such Federated Closing Election is delivered to Parent hereunder and not at any subsequent time. Any Party may seek to initiate the First Closing by providing written notice to the other Parties hereto that the conditions referenced in the first sentence of this Agreementsubsection have been satisfied (or, as applicable, would be waived by such initiating Party). For the avoidance of doubt, subject to the satisfaction or waiver of the applicable conditions set forth precedent in Section 5.1 (Article 6 of this Agreement, it is the "First Issue Date") or such other Business Day thereafter as may be agreed upon by Charterhouse and intention of the Company. At Parties to consummate the First Closing, and the Company will deliver Parties agree to Charterhouse use commercially reasonable efforts to cause the Debentures to be purchased by Charterhouse in the form of a single Debenture (or such greater number of Debentures as Charterhouse may request) dated the First Issue Date and registered in Charterhouse's name (or in the name of Charterhouse's nominee), against delivery by Charterhouse conditions to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company other Party’s obligation to such bank account as the Company shall have notified Charterhouse in writing. (a) If at effect the First Closing the Company shall fail to tender such Debentures to Charterhouse be satisfied as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.1 shall not have been fulfilled to Charterhouse's satisfaction, Charterhouse shall, at Charterhouse's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Charterhouse may have by reason of such failure or such nonfulfillmentsoon as reasonably practicable. (b) If at the First Closing Charterhouse shall fail to pay the purchase price for the Debentures to the Company as provided above in this Section 4.1, or any of the conditions specified in Section 5.1.2 shall not have been fulfilled to the Company's satisfaction, the Company shall, at the Company's election, be relieved of all further obligations under this Agreement (other than as provided in Section 17.1), without thereby waiving any rights the Company may have by reason of such failure or such nonfulfillment.