Common use of Initial Closing Clause in Contracts

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share Subject to the termination rights in ARTICLE 4, the making of the aggregate purchase price Initial Equity Capital Contribution by Investor, the contribution by NHC to the Company of 100% of the membership interests in MWCI and the consummation of the Purchase (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Initial Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur will take place (i) at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPXxxxxxxxxx & Xxxxx LLP in New York City at 10:00 a.m. (Eastern time) the date when all of the conditions in Sections 2.4 and 2.5 have either been satisfied or waived in writing by the Party entitled to the benefit of such conditions, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date or (ii) at such other place and time of the Closing as Investor, Holdings and NHC may agree in writing (such date as determined under clause (i) or (ii), the “Initial Closing Date”) ). Each of the documents to be delivered pursuant to Section 2.4 and Section 2.5 shall be 10:00 a.m.deemed to be executed and delivered simultaneously, Chicago timeand no such document shall be of any force or effect until all such documents are executed and delivered and the Initial Closing is consummated. Subject to the terms and conditions in this Contribution Agreement, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Initial Closing Date, the following events shall occur in the following order: (i) each Lender Investor shall pay its pro rata share of the Closing Note Purchase Price deliver to the Borrower for the Notes to be issued and sold to such Lender at the ClosingHoldings, by wire transfer of immediately available fundsto such account or accounts as Holdings may designate in a written notice given to Investor no later than 3 Business Days before the Initial Closing Date, as more fully set forth on an amount equal to the Schedule of Lenders and Purchase Price, (ii) the Borrower Holdings shall deliver to each Lender Investor the Notes Assignment covering the Class B Membership Interests, (in iii) Holdings shall deliver or cause to be delivered to Investor a certificate representing the denominations as such Lender Class B Membership Interests, and (iv) simultaneously (A) Investor shall have requested prior deliver to the ClosingCompany, by wire transfer to such account or accounts as NHC may designate in a written notice given to Investor no later than 3 Business Days before the Initial Closing Date, an amount equal to the Initial Equity Capital Contribution Amount and (B) which such Lender is then purchasing, duly executed on behalf NHC shall contribute 100% of the Borrower and registered membership interests in MWCI to the name of such Lender or its designeeCompany.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “"Initial Closing”") of the transactions contemplated by this Agreement purchase and sale of the Shares and the issuance of the Notes to Initial Transferred Interest shall be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur held at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxxxx, 000 Xxxx Xxxxxx Xxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000. The at 10:00 a.m. on a date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on that is no later than five business days after the date hereof, subject to notification of satisfaction (or waiver) of on which the conditions to the Initial Closing set forth in Section 5.1 below (7.01 shall have been satisfied or such later waived. The date on which the Initial Closing shall occur is hereinafter referred to as is mutually agreed to by the Borrower and the Agent). On the "Initial Closing Date". At the Initial Closing, (ia)(i) each Lender RGC shall pay its pro rata share of deliver, or the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender parties, at the Closingelection of RGC, shall cause MSGE to deliver, to ITTE, by wire transfer of to a bank account designated by ITTE at least two business days prior to the Initial Closing Date, immediately available funds, as more fully set forth on funds in an amount equal to the Schedule of Lenders Shares Purchase Price and (ii) the Borrower ITTE shall deliver to each Lender RGC or MSGE, as the Notes case may be, certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed and (in b)(i) GHC shall deliver, or the denominations as such Lender parties shall, if GHC shall have requested elected for MSG to redeem the Initial Transferred Interest, cause MSG to deliver, to ITT MSG, by wire transfer to a bank account designated by ITT MSG at least two business days prior to the ClosingInitial Closing Date, immediately available funds in an amount equal to the Initial Transferred Interest Purchase Price and (ii) which such Lender is then purchasingITT MSG shall deliver to GHC or MSG, duly executed on behalf as the case may be, a Xxxx of the Borrower Sale and registered Assignment of Partnership Interest in the name form of such Lender or its designeeExhibit A to effect delivery of title to the Initial Transferred Interest.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share (i) Not less than five (5) Business Days prior to the Initial Closing Date, the Sellers shall prepare, or cause to be prepared, and will deliver to the Buyer (1) an estimated closing statement with respect to the portion of the aggregate purchase price Business conducted in the Initial Closing Territory as of the Initial Closing Date (the “Estimated Initial Closing Note Purchase PriceStatement”) ), signed by an authorized officer of the Notes to be purchased by the Lenders at the Closing Sellers (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender the Sellers), which sets forth solely with respect to the portion of the Business conducted in the Initial Closing Territory, (A) the Estimated Initial Closing Net Working Capital Amount, (B) (I) the Estimated Initial Closing Net Working Capital Surplus, if any, or its designee.(II) the Estimated Initial Closing Net Working Capital Deficit, if any, (C) the Estimated Initial Closing Other Third-Party Brand Amount, (D) (I) the Estimated Initial Closing Other Third-Party Brand Surplus, if any, or (II) the Estimated Initial Closing Other Third-Party Brand Deficit, if any, (E) the Estimated Initial Closing DP Amount, (F) (I) the Estimated Initial Closing DP Surplus, if any, or (II) the Estimated Initial Closing DP Deficit, if any, (G) the Estimated Initial Closing Residual Transferred Assets Amount, (H) (I) the Estimated Initial Closing Residual Transferred Assets Surplus, if any, or (II) the Estimated Initial Closing Residual Transferred Assets Deficit, if any, (I) the Estimated Initial Closing Other Assets and Liabilities Amount, (J) (I) the Estimated Initial Closing Other Assets and Liabilities Surplus, if any, or (II) the Estimated Initial Closing Other Assets and Liabilities Deficit, if any, (K) the Estimated Initial Closing Retained Assets Amount, (L) the Estimated Initial Closing Retained Liabilities Amount, and (2) the unaudited balance sheet with respect to the portion of the Business conducted in the Initial Closing Territory as of the Business

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The sale and purchase of the aggregate purchase price (the “Closing Note Purchase Price”) of the Initial Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders Purchaser shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx Shearman & Sterling LLP, 000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000. The date and time of the Closing at 9:00 a.m., Eastern time, at a closing (the “Closing NPA Funding Date”) on such day as is designated by the Borrower at least three (3) Business Days prior thereto, which day shall be 10:00 a.m.on or prior to October 1, Chicago time2018. At the NPA Funding Date, on the date hereof, subject Borrower will deliver to notification each Initial Purchaser the Initial Notes to be purchased by such Initial Purchaser in the form of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below a single Initial Note (or such later greater number of Initial Notes in denominations of at least $100,000 as such Purchaser may request) dated the date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price NPA Funding Date and registered in such Initial Purchaser’s name (or in the name of its nominee), against delivery by such Initial Purchaser to the Borrower for or its order of immediately available funds in the Notes to be issued and sold to such Lender at amount of the Closing, purchase price therefor by wire transfer of immediately available fundsfunds to the account specified in the Funds Flow Memorandum, for distribution, notwithstanding anything to the contrary in the Intercreditor Agreement or any other Financing Document (as more fully set forth on defined in the Schedule of Lenders and (ii) Intercreditor Agreement), in accordance with the Funds Flow Memorandum. If at the NPA Funding Date, the Borrower shall deliver fail to each Lender the tender such Initial Notes (to any Initial Purchaser as provided above in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasingthis Section 3.1, duly executed on behalf or any of the conditions specified in Article 4 shall not have been fulfilled to such Initial Purchaser’s satisfaction, such Initial Purchaser shall, at its election, be relieved of all further obligations under this Agreement and each other Credit Document, without thereby waiving any rights such Initial Purchaser may have by reason of any of the conditions specified in Article 4 not having been fulfilled to such Purchaser’s satisfaction or such failure by the Borrower and registered in the name of to tender such Lender or its designeeInitial Notes.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of Within 30 days after the aggregate purchase price Effective Date, the Company shall deliver to the Purchaser a notice (the “Initial Closing Note Purchase PriceNotice”) setting the date of the Notes sale and purchase of the an aggregate of up to $7,000,000 of Shares (the “Initial Closing”), which shall take place remotely via the exchange of documents and signatures at 4:00 p.m. (Pacific Standard Time) on the date which is not less than fifteen days following the date of the Initial Closing Notice, or at such other time or place as the Company and Purchaser may mutually agree (such date is hereinafter referred to as the “Initial Closing Date”), provided, however that in the event that the purchase of all of the Initial Closing Shares would result in the Purchaser exceeding the Ownership Cap, the amount of such excess shall be subtracted from the Initial Closing Shares purchased by the Purchaser on the Initial Closing Date and shall be purchased by the Lenders Purchaser, but only to the extent that such purchase would not result in the Purchaser owning more Shares than the Ownership Cap, upon at least 15 days prior written request of the Company on the same terms and at the same price on the date set forth in such written request (the “Subsequent Initial Closing (as defined belowDate”), which date shall be on or before May 31, 2015 (the subsequent sale and issuance of Initial Closing Shares is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell referred to such Lender on the Closing Date (as defined belowa “Subsequent Initial Closing”), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes purchase price per Share to be issued on paid for the Initial Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) Shares shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date calculated as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on Exhibit A. The Subsequent Initial Closing shall take place no more than once, and to the Schedule extent that any of Lenders and (ii) the Borrower shall deliver $7,000,000 of Initial Closing Shares have not been purchased pursuant to each Lender the Notes (in terms hereof at the denominations as such Lender Subsequent Initial Closing, the Purchaser shall have requested prior no further obligation to purchase any Initial Closing Shares. The Purchaser’s rights under the Closing) which such Lender is then purchasing, duly executed on behalf License Agreement or any of the Borrower and registered in other Related Agreements shall not be adversely affected because all of the name of such Lender or its designeeInitial Closing Shares have not been purchased.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The closing of the aggregate sale and purchase price of the Shares under this Agreement (the “Closing Note Purchase PriceInitial Closing”) shall take place on the date hereof remotely via the exchange of documents and signatures, or at such other time or place as the Notes Company and Purchasers may mutually agree (such date is hereinafter referred to as the “Initial Closing Date”). At the Initial Closing, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a certificate representing the number of Shares to be purchased by the Lenders at the Initial Closing (by such Purchaser as defined below), which is set forth opposite such LenderPurchaser’s name in column four (4) on Schedule A, against payment of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (purchase price therefor as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such LenderPurchaser’s name in column four (4) on Schedule A by check, wire transfer made payable to the order of the Schedule Company, cancellation or conversion of Lenders attached heretoindebtedness or any combination of the foregoing. The closing Company and NuVasive, Inc. (the “ClosingNuVasive”) ), acknowledge and agree that as of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject NuVasive is a holder of two convertible promissory notes (the “Notes”) issued pursuant to notification that certain Note Purchase Agreement, dated as of satisfaction (or waiver) April 17, 2014, by and between the Company and NuVasive, and that certain Second Note Purchase Agreement, dated as of October 15, 2014, by and between the conditions to the Closing set forth in Section 5.1 below (or Company and NuVasive, respectively. Each note is hereby amended such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, that (i) the Initial Closing shall constitute a Qualified Financing (as defined in each Lender shall pay its pro rata share Note), and a portion of the Closing Note Purchase Price to the Borrower purchase price payable by NuVasive for the Notes Shares issued to be issued and sold to such Lender NuVasive at the Closing, Initial Closing shall be paid by wire transfer conversion of immediately available funds, the outstanding principal and interest amounts owed by the Company as more fully of the Initial Closing under such Notes into such number of Shares as set forth on the applicable portion of Schedule of Lenders A, whereupon the Notes shall be satisfied in full and cancelled in their entirety, (ii) the Borrower entire outstanding principal balance and any unpaid accrued interest on each Note that shall deliver be converted into Equity Securities (as defined in each Note) in the event of a Qualified Financing shall be deemed to each Lender equal the outstanding principal balance and any unpaid accrued interest on such Note as of January 31, 2015, (iii) upon request of NuVasive to the Company and subject to the occurrence of the Initial Closing, the Company shall pay in cash to NuVasive any and all interest that would accrue on the Notes (in between January 31, 2015, and the denominations as such Lender shall have requested prior to Initial Closing notwithstanding the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeforegoing Section 2.1(ii).

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share Subject to the conditions set forth in Article 6 and Article 7 hereto, the closing of the aggregate initial purchase price of 5,025,126 Shares and the conversion of the Notes (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Initial Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx Barack Xxxxxxxxxx Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, on April 24, 2008, or at such other date and place as are mutually agreeable to the Company and the Buyers purchasing Shares in the Initial Closing. The date and time of the Initial Closing is hereafter referred to as the “Initial Closing Date.” On the Initial Closing Date, the Buyers purchasing Shares in the Initial Closing shall pay the Per Share Price for such Shares, for a total price of approximately $40,000,000 (the “Closing DateInitial Purchase Price”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth funds in accordance with the Company’s written instructions. Also on the Schedule of Lenders and (ii) Initial Closing Date, the Borrower Note Holders shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior surrender to the Company the original Notes in order to effect the conversion. At the Initial Closing) which such Lender is then purchasing, duly executed on behalf upon payment of the Borrower Initial Purchase Price and the surrender of the original Notes, the Company will deliver written instructions from the Company to the transfer agent for the Company’s Common Stock to issue (i) certificates representing the Shares purchased at the Initial Closing registered in the name of each Buyer purchasing such Lender Shares and to deliver such certificates to or its designeeat the direction of each such Buyer, and (ii) certificates representing the Conversion Shares registered in the name of each Note Holder and to deliver such certificates to or at the direction of each Note Holder. The Company shall not have the power to revoke or amend such transfer instructions without the written consent of such Buyers.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and US_142974558 the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

Initial Closing. In consideration for each applicable Lender’s payment On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased this Agreement by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached parties hereto, the Borrower shall issue and sell Company agrees to such Lender on the Closing Date (as defined below)sell, and each applicable Lender severallyof the Purchasers, but severally and not jointly, agrees to purchase from Shares for an aggregate purchase price of a minimum of $1,000,000 (“Minimum Offering Amount”) and up to a maximum of $1,500,000 (such maximum amount of $1,500,000 , the Borrower “Maximum Offering Amount” and such purchase and sale of at least the Minimum Offering Amount being the “Initial Closing”). Prior to the Initial Closing, each Purchaser shall deliver to the Escrow Agent such Purchaser’s Initial Closing Subscription Amount as set forth on the Closing Date, signature page hereto executed by such Purchaser by a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, such amount to be held in a non-interest-bearing escrow account, and the Company shall, on the Initial Closing Date, deliver to each Purchaser a certificate representing the number of Shares purchased by such Purchaser at the Initial Closing as more fully determined pursuant to Section 2.2(a). The Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 and receipt of the Minimum Offering Amount into escrow, the Initial Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Initial Closing Date shall occur on or before November 30, 2013 (such outside date, “Termination Date”). If the Schedule of Lenders Initial Closing is not held on or before the Termination Date, the Escrow Agent shall cause (i) all subscription documents executed by the Company or a Purchaser to be returned to the Company or such Purchaser, as applicable, and (ii) the Borrower shall deliver each Subscription Amount to each Lender the Notes (in the denominations as such Lender shall have requested prior be returned, without interest or deduction to the Closing) which Purchaser who delivered such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeSubscription Amount.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of On or before the aggregate date which is twenty-one (21) business days from the date that the last party to execute this Agreement has executed this Agreement, the Purchaser shall purchase price from the Company and the Company shall sell to the Purchaser Twenty-Four Million (24,000,000) Common Shares (the “Initial Purchased Shares”) in exchange for a purchase price of One Million Two Hundred Thousand Dollars ($1,200,000) (the “Initial Purchaser Price”). The closing of the purchase and sale of the Initial Purchased Shares (the “Initial Closing”) shall take place on such date as is mutually agreeable to the parties provided however the date shall be no later than the date that is twenty-one (21) business days from the date that the last party to execute this Agreement has executed this Agreement (the “Initial Closing Note Date”). On or before the Initial Closing Date, and subject to the terms and conditions of this Agreement, the Purchaser shall transfer One Million Forty Four Thousand One Hundred Twenty Seven Dollars ($1,044,127.00) (the “Escrowed Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing Xxxxxxx Xxxxxxxx & Xxxxxxx PLL (the “ClosingEscrow Agent”). Upon the Escrow Agent’s receipt of (1) the Initial Purchase Price, (2) a certificate (or certificates in such denominations as such Purchaser shall request) representing the Initial Purchased Shares issued in the name of Purchaser, and (3) a legal opinion in the transactions contemplated by this Agreement form and substance attached as Exhibit A that the issuance of such Initial Purchased Shares are duly authorized by all appropriate corporate action and otherwise in such form and substance acceptable to the Notes to be issued on Purchaser, the Closing Date by the Borrower Purchaser and the purchase thereof by Company shall jointly authorize the applicable Lenders shall occur at Escrow Agent to release the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date certificates and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions legal opinion to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower Purchaser and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Initial Purchase Price to the Borrower for Company. Effective upon the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf release of the Borrower Escrowed Purchase Price and registered in satisfaction of the remaining balance of the Initial Purchase Price, that certain Secured Promissory Note dated June 13, 2014 issued by the Company and MobileBits Corporation in the name of such Lender Purchaser in the intial principal amount of $155,873.00 shall be deemed cancelled and no longer of any force or its designeeeffect.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price An initial Closing (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Initial Closing”) of the transactions contemplated by this Agreement purchase and the issuance sale of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders WinWin Shares shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPGodward llp, 000 Xxxx Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxXxx Xxxxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be Xxxxxxxxxx, at 10:00 a.m., Chicago a.m. Pacific time, on the earlier to occur of (i) the 90th day following the date hereof, subject to notification of satisfaction this Agreement and (or waiverii) the date three business days following the date on which the parties have satisfied all of the conditions to the Initial Closing set forth (the “Initial Closing Date”); provided, that if all conditions to the Initial Closing that, by their terms, can be met in Section 5.1 below (or such later date as is mutually agreed to advance of the Initial Closing have not been met by the Borrower and the Agent). On the Initial Closing Date, then the Initial Closing shall only occur, if at all, on such date that is chosen by PBT; and provided further, that the Initial Closing shall occur, if at all, on or prior to September 30, 2006. At the Initial Closing, PBT shall purchase, and WinWin shall issue and sell, against delivery of payment therefor, a number of WinWin Shares (ithe “Initial Closing WinWin Shares”) each Lender shall pay its pro rata share such that, following the issuance of the Initial Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the ClosingWinWin Shares, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf PBT will hold 19% of the Borrower outstanding capital stock of WinWin on an as-converted-to-common basis, and WinWin shall authorize its transfer agent to issue to PBT a certificate registered in the name of such Lender or its designeePBT, representing the Initial Closing WinWin Shares and bearing the legend set forth in Section 4(x)(vi). The purchase price for the Initial Closing WinWin Shares will be paid by PBT’s delivery to WinWin at the Initial Closing of (i) that certain original promissory note issued by WinWin to PBT and dated as of September 30, 2005 and with a principal amount of $2.5 million (the “Note”), all principal and accrued interest on which shall be canceled in exchange for a number of Initial Closing WinWin Shares equal to the quotient obtained by dividing the principal and accrued interest under the Note by the Purchase Price and, (ii) a number of fully paid and nonassessable newly issued shares of PBT Series C Preferred Stock (the “Initial Closing PBT Shares”), each with a deemed value of $5.00, which shares will have the rights, preferences and privileges as set forth in PBT’s Amended and Restated Certificate of Incorporation as in effect as of the date of this Agreement (the “PBT Charter”), that, when exchanged for WinWin Shares, will be sufficient for PBT to hold 19% of the outstanding capital stock of WinWin on an as-converted-to-common basis as of immediately following the Initial Closing. In advance of the Initial Closing the PBT Board of Directors shall have authorized the issuance and sale to WinWin of the Initial Closing PBT Shares, and shall have reserved a sufficient number of shares of the common stock of PBT (the “PBT Common Stock”) for issuance upon the conversion of the Initial Closing PBT Shares.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The initial closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing hereby (the “Closing Date”"Initial Closing") shall be take place beginning at 10:00 a.m., Chicago time, on the date hereofInitial Closing Date at the offices of Neal, Xxrber & Eisexxxxx, Xxo Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 xx at such other place or time as the parties hereto shall agree. Upon receipt by the Indenture Trustee on the Initial Closing Date of the full amount of the Owner Participant's Commitment in respect of the Units delivered on the Initial Closing Date and the Loan Participant's Commitment in respect of the Units delivered on the Initial Closing Date, the Indenture Trustee on behalf of the Owner Trustee shall, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (Sections 4.1 and 4.3 having been fulfilled to the satisfaction of the Owner Participant or such later date as is mutually agreed to waived by the Borrower and Owner Participant, pay to the Agent). On Lessee from the funds then held by it, in immediately available funds, an amount equal to the Equipment Cost for the Units delivered on the Initial Closing Date, and simultaneously therewith, (i) each Lender the Lessee shall pay its pro rata share of the Closing Note Purchase Price deliver such Units to the Borrower for the Notes to be issued and sold to such Lender at the ClosingOwner Trustee, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior Owner Trustee shall, pursuant to the Closing) which Lease, lease and deliver the Equipment delivered on the Initial Closing Date to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of such Lender is then purchasingUnits under the Lease, duly executed on behalf such lease, delivery and acceptance of the Borrower Units under the Lease shall be conclusively evidenced by the execution and registered in delivery by the name of such Lender or its designee.Lessee and

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The initial closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing hereby (the “Closing Date”"Initial Closing") shall be take place beginning at 10:00 a.m., Chicago time, on the date hereofInitial Closing Date at the offices of Neal, Xxrbxx & Xisexxxxx, Xxo Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 xx at such other place or time as the parties hereto shall agree. Upon receipt by the Indenture Trustee on the Initial Closing Date of the full amount of the Owner Participant's Commitment in respect of the Units delivered on the Initial Closing Date and the Loan Participant's Commitment in respect of the Units delivered on the Initial Closing Date, the Indenture Trustee on behalf of the Owner Trustee shall, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (Sections 4.1 and 4.3 having been fulfilled to the satisfaction of the Owner Participant or such later date as is mutually agreed to waived by the Borrower and Owner Participant, pay to the Agent). On Lessee from the funds then held by it, in immediately available funds, an amount equal to the Equipment Cost for the Units delivered on the Initial Closing Date, and simultaneously therewith, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price Lessee shall, pursuant to the Borrower for Bill xx Sale, deliver such Units to the Notes to be issued and sold to such Lender at the ClosingOwner Trustee, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower Owner Trustee shall, pursuant to the Lease, lease and deliver the Equipment delivered on the Initial Closing Date to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of such Units under the Lease, such lease, delivery and acceptance of the Units under the Lease shall be conclusively evidenced by the execution and delivery by the Lessee and Owner Trustee of a Lease Supplement covering the Equipment so delivered as described in Schedules 1A and 1B, (iii) the Owner Trustee shall execute and deliver to each Lender the Notes (in the denominations as Loan Participant an Equipment Note relating to such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf Lease Supplement. Each of the Borrower Lessee, the Owner Participant, the Owner Trustee, the Loan Participant and registered the Indenture Trustee hereby agree to take all actions required to be taken by it in the name of such Lender or its designeeconnection therewith and pursuant to this Section 2.3(b).

Initial Closing. In consideration for each applicable Lender’s payment On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased this Agreement by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached parties hereto, the Borrower shall issue and sell Company agrees to such Lender on the Closing Date (as defined below)sell, and each applicable Lender severallyof the Purchasers, but severally and not jointly, agrees to purchase from Shares and Warrants for an aggregate purchase price of $300,000 (such purchase and sale being the Borrower “Initial Closing”). Prior to the Initial Closing, each Purchaser shall deliver to the Escrow Agent such Purchaser’s Initial Closing Subscription Amount as set forth on the Closing Date, signature page hereto executed by such Purchaser by a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, such amount to be held in a non-interest-bearing escrow account, and the Company shall, on the Initial Closing Date, deliver to each Purchaser a certificate representing the number of Shares and Warrants purchased by such Purchaser at the Initial Closing as more fully determined pursuant to Section 2.2(a). The Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Initial Closing Date shall occur on or before March 17, 2014 (such outside date, “Termination Date”). If the Schedule of Lenders Initial Closing is not held on or before the Termination Date, the Escrow Agent shall cause (i) all subscription documents executed by the Company or a Purchaser to be returned to the Company or such Purchaser, as applicable, and (ii) the Borrower shall deliver each Subscription Amount to each Lender the Notes (in the denominations as such Lender shall have requested prior be returned, without interest or deduction to the Closing) which Purchaser who delivered such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeSubscription Amount.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share Upon the terms and subject to the satisfaction or ---------------- waiver of the aggregate conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase price for the Purchase Price (as defined below) (i) the “Closing Note Purchase Price”) number of Preferred Shares set forth below such Investor's name on the Notes to be purchased by signature pages hereof (each, an "Initial Preferred Share" and, together with the Lenders other ----------------------- Preferred Shares issued and sold at the Initial Closing (as defined below), which is set forth opposite such Lender’s name in column four the "Initial Preferred Shares") and (4ii) a Warrant to purchase the number of Warrant ------------------------ Shares indicated on the Schedule of Lenders attached heretosignature page hereof (an "Initial Warrant" and, --------------- together with the other Warrants issued and sold at the Initial Closing, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below"Initial Warrants"), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing of the purchase and sale of the Initial ----------------- Preferred Shares and Initial Warrants (the “"Initial Closing”") of the transactions contemplated by this Agreement and the issuance of the Notes will be deemed to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall --------------- occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx & Stachenfeld LLP, 000 Xxxx Xxxxxx 00xx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxxxxxxXxx Xxxx 00000, Xxxxxxxx 00000. The date when (A) this Agreement and time of the Closing other Initial Transaction Documents (as defined below) have been executed and delivered by the “Closing Date”Company and, to the extent applicable, by each Investor, (B) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) each of the conditions to the Initial Closing set forth described in Section Sections 5.1 below (and 5.2 hereof has been satisfied ------------ --- or such later date as is mutually agreed to waived by the Borrower Company or each Investor, as appropriate, and the Agent). On the Closing Date, (iC) each Lender Investor shall pay its pro rata share of have delivered the Closing Note Purchase Price payable by it to the Borrower for the Notes to be issued and sold to such Lender at the Closing, Company by wire transfer of immediately available funds, as more fully set forth on the Schedule funds against physical delivery of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed certificates representing the Initial Preferred Shares and Initial Warrant being purchased by such Investor. The date on behalf of which the Borrower and registered in Initial Closing occurs is referred to herein as the name of such Lender or its designee."Initial Closing Date". ----------------------

Initial Closing. In consideration Upon receipt of binding subscription agreements for each applicable Lender’s payment of its pro rata share of up to the Maximum Offering in the aggregate purchase price plus the Over-allotment, if applicable (the “Subscriptions”), and subject to the other terms and conditions of this Agreement, at a time to be agreed upon by the Company and Paramount Capital, Inc. (the “Placement Agent”) and of which the Subscribers will be notified by the Placement Agent by facsimile transmittal or otherwise, the Company will sell to the Subscribers and the Subscribers will purchase from the Company, on a pro-rata basis, that portion of the Common Stock and Warrants included in the Units subscribed for by Subscribers under the terms of the Offering, equal to a number of Securities (as defined herein), assuming full exercise of the Warrants, that the Company is able to sell upon issuance of 19.9% of the Company’s outstanding shares of Common Stock immediately prior to such issuance (the “Initial Closing” and such date the “Initial Closing Note Date”), and the Subscribers will remit to the Escrow Agent prior to the Initial Closing the applicable pro-rata portion of the Aggregate Purchase Price for the Initial Closing (the “Initial Closing Amount”) for release to the Company at the Initial Closing. In no event shall the Company sell an amount of Securities (assuming full exercise of the Warrants) at the Initial Closing that would exceed 19.9% of the Company’s outstanding shares of Common Stock immediately prior to such issuance. The Placement Agent will notify each Subscriber, after consultation with the Company, as to such Subscriber’s portion of the Initial Closing Amount (each an “Initial Subscriber Amount”) by providing such Subscriber with a notice substantially similar to that attached hereto as Exhibit A. The “Aggregate Purchase Price”) ” shall mean the product of the Notes amount of Units sold to be purchased by Subscribers and the Lenders at Unit Price and shall equal the Initial Closing Amount (as defined below) plus the Final Closing Amount (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the Upon compliance with all conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed Initial Closing, the Placement Agent, with notice to by the Borrower and Company, shall authorize the Agent). On Escrow Agent to release the Closing Date, (i) each Lender shall pay its pro rata share proceeds of the Initial Closing Note Purchase Price to the Borrower for Company, less fees and expenses due to the Notes Placement Agent. Interest, if any, that has accrued with respect to the Initial Closing Amount while in escrow shall also be issued distributed to the Company at the Initial Closing and sold Subscribers will have no right to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeinterest.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The purchase and sale of the aggregate purchase price (the “Initial Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Initial Closing Date by the Borrower and the purchase thereof by the applicable Lenders Warrants shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxxxxxxXxx Xxxx 00000, Xxxxxxxx 00000. The date and time promptly upon the satisfaction or waiver of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the closing conditions to the Closing set forth in Section 5.1 below 5.1, 5.2 and 5.4 hereto, but not later than September 5, 2008, or on such other date and at such other time as the Borrowers and Phoenix Venture Fund LLC, as Agent for the Purchasers (or such later date the “Agent”), mutually agree upon in writing (which time and place is designated as is mutually agreed to by the Borrower and the Agent“Initial Closing”). On The date of the Initial Closing is referred to herein as the “Initial Closing Date.” At the Initial Closing, the Borrowers shall deliver to each Initial Purchaser (i) each Lender shall pay its pro rata share of Initial Closing Notes, in an original principal amount equal to the dollar amount set forth opposite such Initial Purchaser’s name under the heading “Initial Closing Note Purchase Price Price” on Schedule I hereto and (ii) Initial Closing Warrants entitling such Initial Purchaser to purchase the Borrower for number of shares of Common Stock set forth opposite such Initial Purchaser’s name under the Notes to be issued and sold to heading “Number of Initial Closing Warrant Shares” on Schedule I hereto, all against payment in the amounts set forth opposite such Lender at Initial Purchaser’s name under the Closingheading “Initial Closing Note Purchase Price” on Schedule I hereto, by wire transfer of immediately available funds, funds to such account as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeBorrowers designate.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and under Section 2.1 above (the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders “Initial Closing”) shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx (UK) LLP, 000 00 Xxxx Xx, Xxxxxx Xxxxx, Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The counsel to the Company, on the second Business Day after satisfaction or waiver of the Initial Conditions Precedent (other than those that are by their nature to be satisfied at the Initial Closing, but subject to the satisfaction or waiver of such conditions at the Initial Closing) or at such other location, date and time of as may be agreed upon between the Closing Purchaser and the Company (the “Initial Closing Date”) ). At the Initial Closing, the Company shall deliver to the Purchaser, in book-entry form, the Initial Shares and evidence reasonably satisfactory to the Purchaser that a global note, with a face value of $70,000,000, in registered form representing the New Debt has been delivered to the Depositary Trust Company, Euroclear S.A./N.V. or Clearstream Banking, société anonyme, each to be 10:00 a.m., Chicago time, on registered in the date hereof, subject to notification of satisfaction (or waiver) name of the conditions to the Closing set forth Purchaser, or in Section 5.1 below (such nominee’s or such later date nominees’ name(s) as is mutually agreed to designated by the Borrower and the Agent). On the Closing DatePurchaser in writing, (i) each Lender shall pay its pro rata share against payment of the Closing Note Aggregate Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, funds to such account or accounts as more fully set forth on the Schedule of Lenders and (ii) Company shall designate in writing to the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested Purchaser no later than two Business Days prior to the Closing) which such Lender is then purchasingInitial Closing Date. In addition, duly subject to the performance of the obligations of the Company and the Purchaser in Section 2.1 and Section 2.2 of this Agreement, the parties hereto shall approve, execute and deliver, or cause to be approved, executed and delivered, in each case on behalf of the Borrower and registered in the name of such Lender itself or its designee.Affiliates party thereto (and with respect to the irrevocable voting agreements referenced below, the Company will procure the executed versions from each of the parties thereto other than the Purchaser), as applicable, on the date hereof the following documents:

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The completion of the aggregate purchase price and sale of the Initial Shares and Initial Warrants pursuant to Section 1.1 (the “Closing Note Purchase PriceInitial Closing”) shall take place at the offices of Pillsbury Winthrop LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, at 8:00 A.M., Palo Alto time, on the third business day following the date on which the last to be fulfilled or waived of the Notes conditions set forth in Section 5 and Section 6 pertaining to the Initial Closing (other than those conditions that by their nature can only be fulfilled at the Initial Closing) shall have been fulfilled or waived (by each of the parties hereto), or such other place and time to be purchased mutually agreed upon by the Lenders Company and the Investors. Subject to satisfaction or waiver of the conditions set forth in Section 5 and 6 hereof, at the Initial Closing, the Investors identified on the Schedule of Investors as participants in the Initial Closing (as defined below), which is the “Initial Closing Investors”) shall purchase the number of Initial Shares and Initial Warrants set forth opposite such Lender’s name in column four (4) of Investors’ names on the Schedule of Lenders attached heretoInvestors. Aggregate Initial Shares to be sold at the Initial Closing shall not exceed 19.9% of the number of shares of Company Common Stock issued and outstanding as of the date of this Agreement. Funds shall be released to the Company from the Escrow on behalf of the Initial Closing Investors as payment for the Initial Shares and Initial Warrants as provided in the Escrow Agreement. Upon receipt of payment therefor, the Borrower Company shall issue and sell deliver to such Lender on each Initial Closing Investor one or more stock certificates representing the Closing Date (as defined below)number of Initial Shares, and each applicable Lender severallyan Initial Warrant representing the number of Warrant Shares, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such LenderInvestor’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders Investors, each such certificate and (ii) the Borrower shall deliver Initial Warrant to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and be registered in the name of the Investor or, if so indicated on the Stock Certificate and Warrant Questionnaire attached hereto as Exhibit D-1 (the “Stock Certificate and Warrant Questionnaire”), in the name of a nominee designated by such Lender or its designeeInvestor.

Initial Closing. In consideration On the Initial Closing Date, (i) each Buyer (A) shall pay its respective Purchase Price to the Company by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, (B) holding Notes shall surrender to the Company for each applicable Lender’s payment of its pro rata share of conversion and cancellation in accordance with the Note Conversion the Notes in the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is principal amount set forth opposite such LenderBuyer’s name in column four (2) of the Conversion Schedule attached hereto (the “Conversion Schedule”), and (C) shall surrender to the Company for exchange and cancellation pursuant to the Warrant Exchange, the 2005 Warrants, the Note Warrants and the March Warrants in the respective amounts set forth opposite such Buyer’s name in columns (6), (7) and (8) of the Conversion Schedule and (ii) the Company shall deliver to each Buyer (A) one or more stock certificates, evidencing the number of Shares being purchased by such Buyer as set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers, (B) one or more New Warrants exercisable for the number of New Warrant Shares set forth opposite such Buyer’s name in column (4) of the Schedule of Lenders attached heretoBuyers, (C) one or more stock certificates, evidencing the Borrower shall issue and sell number of Conversion Shares being issued to such Lender on the Closing Date (Buyer as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such LenderBuyer’s name in column four (43) of the Schedule Conversion Schedule, (D) one or more Exchange Warrants exercisable for the number of Lenders attached hereto. The closing Exchange Warrant Shares set forth opposite such Buyer’s name in column (the “Closing”9) of the transactions contemplated by this Agreement Conversion Schedule, and (E) one or more Option Exchange Warrants exercisable for the issuance number of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing Option Exchange Warrant Shares set forth opposite such Buyer’s name in column (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver5) of the conditions to the Closing set forth Conversion Schedule, in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, all cases duly executed on behalf of the Borrower Company and registered in the name of such Lender Buyer, or its designeesuch Buyer’s nominee.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The purchase and sale of the aggregate purchase price Initial Closing Notes and the Initial Closing Warrants shall take place at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, promptly upon the satisfaction or waiver of the closing conditions set forth in Section 5.1, 5.2 and 5.4 hereto, but not later than February 27, 2009, or on such other date and at such other time as the Borrowers and Phoenix Venture Fund LLC, as Agent for the Purchasers (the “Agent”), mutually agree upon in writing (which time and place is designated as the “Initial Closing”). The date of the Initial Closing is referred to herein as the “Initial Closing Date.” At the Initial Closing, the Borrowers shall deliver to each Initial Purchaser (i) Initial Closing Notes, in an original principal amount equal to the dollar amount set forth opposite such Initial Purchaser’s name under the heading “Initial Closing Note Purchase Price”” on Schedule I hereto and (ii) Initial Closing Warrants entitling such Initial Purchaser to purchase the number of the Notes to be purchased by the Lenders at the Closing (as defined below), which is shares of Common Stock set forth opposite such LenderInitial Purchaser’s name in column four (4) under the heading “Number of the Initial Closing Warrant Shares” on Schedule of Lenders attached I hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and all against payment in the aggregate principal amount as is amounts set forth opposite such LenderInitial Purchaser’s name in column four (4) of under the Schedule of Lenders attached hereto. The closing (the heading “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Initial Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the ClosingPrice” on Schedule I hereto, by wire transfer of immediately available funds, funds to such account as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeBorrowers designate.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The closing of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower Initial Debenture shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur take place at the offices of Xxxxxxxxx Ball Xxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxxxxxx, LLP (“WBEMS”), 000 Xxxx Xxx Xxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxx 0000Xxxxx, Xxxxxxx, Xxxxxxxx Xxx Xxxx 00000. The date and time of , simultaneous with the Closing execution hereof (the “Closing DateInitial Closing”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On At the Closing DateInitial Closing, (i) each Lender shall pay its pro rata share the Company will deliver to the Investor the duly executed Initial Debenture and one or more stock certificates evidencing the number of Equity Incentive Shares registered in the name of Investor to be delivered pursuant to Section 1.1(b)(i) hereof against delivery by the Investor to the Company of the Closing Note Initial Debenture Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, therefor by wire transfer of immediately available fundsfunds in the amount thereof to the Company’s bank account at Capital One Bank, as more fully set forth on 000 Xxxx Xxxx Xxxxxx, Xxxx Xxxxx, Xxx Xxxx 00000 (Account Number: 7924030518) (the Schedule of Lenders “Company Bank Account”) or by such other method agreed to in writing by the Investor and the Company, (ii) the Borrower Company shall deliver to each Lender execute the Notes (Security Agreement in favor of the Investor in the denominations form of Exhibit B attached hereto (the “Security Agreement”) and such financing statements under the Uniform Commercial Code as such Lender shall have requested prior to may be required pursuant thereto and as may be reasonably required by the ClosingInvestor, (iii) which such Lender is then purchasing, duly executed on behalf each of the Borrower and registered Principals shall execute the Pledge Agreement in favor of Investor in the name form of such Lender or its designeeExhibit C attached hereto (the “Pledge Agreement”) and the Limited Non-Recourse Guaranty (the “Guaranty”) in favor of the Investor in the form of Exhibit D attached hereto; and (iv) the Company shall pay all fees due to third party agents and expenses incurred by the Investor and/or Agile Investments, LLC in connection with the transactions hereunder, including, without limitation, the legal fees and expenses of WBEMS incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby (not to exceed $10,000 in total amount) and $9,000 payable to Agile Investments, LLC for due diligence costs, structuring and monitoring fees.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share (i) Not less than five (5) Business Days prior to the Initial Closing Date, the Sellers shall prepare, or cause to be prepared, and will deliver to the Buyer (1) an estimated closing statement with respect to the portion of the aggregate purchase price Business conducted at the applicable Facility as of the Initial Closing Date (the “Estimated Initial Closing Note Purchase PriceStatement”) ), signed by an authorized officer of the Notes to be purchased by the Lenders at the Closing Sellers (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted at the applicable Facility, (A) the Estimated Initial Closing Net Working Capital Amount, (B) (I) the Estimated Initial Closing Net Working Capital Surplus, if any, or (II) the Estimated Initial Closing Net Working Capital Deficit, if any, (C) the Estimated Initial Closing Other Third-Party Brand Amount, (D) (I) the Estimated Initial Closing Other Third-Party Brand Surplus, if any, or (II) the Estimated Initial Closing Other Third-Party Brand Deficit, if any, (E) the Estimated Initial Closing DP Amount, (F) (I) the Estimated Initial Closing DP Surplus, if any, or (II) the Estimated Initial Closing DP Deficit, if any, (G) the Estimated Initial Closing DP COGS Adjustment Amount, (H) (I) the amount of the Estimated Initial Closing DP COGS Adjustment Deficit, if any, or (II) the amount of the Estimated Initial Closing DP COGS Adjustment Surplus, if any, (I) the Estimated Initial Closing Residual Transferred Assets Amount, (J) (I) the Estimated Initial Closing Residual Transferred Assets Surplus, if any, or (II) the Estimated Initial Closing Residual Transferred Assets Deficit, if any, (K) the Estimated Initial Closing Other Assets and Liabilities Amount, (L) (I) the Estimated Initial Closing Other Assets and Liabilities Surplus, if any, or (II) the Estimated Initial Closing Other Assets and Liabilities Deficit, if any, (M) the Estimated Initial Closing Retained Assets Amount, (N) the Estimated Initial Closing Retained Liabilities Amount, and (2) the unaudited balance sheet with respect to the portion of the Business conducted at the applicable Facility as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Initial Closing occurs determined consistent with the Agreed Financial Methodology (the “Estimated Initial Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Initial Closing Statement contemplated by clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence will be based on, and be consistent with, (x) the unaudited statement of income of the Business for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Initial Closing and (y) the Agreed Financial Methodology, and such Lender or estimates shall be as of the final day of such fiscal year, and such estimates contemplated by clauses (G) and (H) of the preceding sentence will also be based on, and be consistent with, the finished goods supply agreements between CCR and the Buyer that were in effect with respect to such fiscal year for any of the Sub-Bottling Territory (as defined in the Distribution APA) and the Exchange Territory. All other estimates set forth in the Estimated Initial Closing Statement will be consistent with the Agreed Financial Methodology and financial information for the applicable fiscal period in a form substantially similar to the information provided pursuant to Section 5.02(d)(i) of the Disclosure Schedule, and such estimates shall be based on the Sellers’ data included in the Estimated Initial Closing Date Unaudited Balance Sheet. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Initial Closing occurs for the purpose of preparing the Estimated Initial Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its designeeRepresentatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of Subject to and in reliance upon the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below)representation, which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached heretowarranties, terms and conditions contained herein, the Borrower shall Company agrees to issue and sell to such Lender on the Closing Date (as defined below)Purchasers, and each applicable Lender severallythe Purchasers, but severally and not jointly, agrees agree to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and (i) Notes in the aggregate principal amount as is amounts set forth opposite such Lendereach Purchaser’s name in column four (4) under the heading “Initial Closing Principal Amount of Notes” on the Schedule of Lenders attached hereto. Purchasers set forth in Schedule I hereto and (ii) Warrants for that number of Warrant Shares set forth opposite each Purchaser’s name under the heading “Initial Closing Warrant Shares” on the Schedule of Purchasers set forth in Schedule I. The closing initial purchase and sale of the Notes and Warrants shall take place on October 8, 2010 (the “Initial Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000000, Xxxxxxx, Xxxxxxxx 00000XX, 00000 or such other date, time or place as may be mutually agreed upon. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes aggregate purchase price to be issued and sold to such Lender paid at the ClosingInitial Closing by each Purchaser, by wire transfer of immediately available fundsseverally and not jointly, for each Purchaser’s respective Note and Warrant as more fully set forth on Schedule I shall be the dollar amount set forth on Schedule of Lenders I under the heading “Initial Closing Total Purchase Price.” The Company will issue and (ii) the Borrower shall deliver to each Lender the such Notes (in the denominations as and such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name Warrants against payment of such Lender Initial Closing Total Purchase Price by wire transfer, bank check, certified check or its designeeany combination of such methods and payments.

Initial Closing. In Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, in consideration for the payment of each applicable LenderBuyer’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Initial Purchase Price”) of the Notes to be purchased by the Lenders at the Closing Price (as defined below), which is set forth opposite such Lender’s name in column four ) (4i) of the Schedule of Lenders attached hereto, the Borrower Company shall issue and sell to such Lender each Buyer, and each Buyer agrees to purchase from the Company on the Initial Closing Date (as defined below), the Debenture in the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers and (ii) the Company shall deliver or cause to be delivered to each applicable Lender severally, but not jointly, agrees Buyer on the Initial Closing Date the Warrant to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount of Warrant Shares as is set forth opposite such LenderBuyer’s name in column four (4) of on the Schedule of Lenders attached heretoBuyers. The closing (the “Initial Closing”) of the transactions contemplated by this Agreement and the issuance purchase of the Notes to be issued on the Closing Date Securities by the Borrower and the purchase thereof by the applicable Lenders Buyers shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx MxXxxxxxx Will & Exxxx LLP, 000 Xxxx Xxxxxx 300 Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxxx Xxx Xxxx 00000. The date and time of the Initial Closing (the “Initial Closing Date”) shall be 10:00 a.m., Chicago New York City time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Initial Closing set forth in Section 5.1 Sections 6 and 7 below (or such later date as is mutually agreed to by the Borrower Company, Parent and the AgentBuyers). The aggregate purchase price (the “Initial Purchase Price”) of the Debentures and the Warrants to be purchased by the Buyers at the Initial Closing shall be equal to $6,000,000. On the Initial Closing Date, (i) each Lender Buyer shall pay its pro rata share of the Closing Note Initial Purchase Price to the Borrower Company for the Notes Debenture and the Warrant to be issued and sold to such Lender Buyer at the Initial Closing, by wire transfer of immediately available fundsfunds in accordance with Company’s written wire instructions, as more fully set forth on the Schedule of Lenders and (ii) the Borrower Company shall deliver to each Lender the Notes Buyers (in A) the denominations as such Lender shall have requested prior to the Closing) Debenture which such Lender Buyer is then purchasing, duly executed on behalf of the Borrower Company and registered in the name of such Lender Buyer or its designee and (B) the Warrant which such Buyer is then purchasing, duly executed on behalf of the Parent and registered in the name of such Buyer or its designee.

Initial Closing. In consideration for each applicable Lender’s payment On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased this Agreement by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached parties hereto, the Borrower shall issue and sell Company agrees to such Lender on the Closing Date (as defined below)sell, and each applicable Lender severallyof the Purchasers, but severally and not jointly, agrees to purchase from Shares and Warrants for an aggregate purchase price of $600,000 (such purchase and sale being the Borrower “Initial Closing”). Prior to the Initial Closing, each Purchaser shall deliver to the Escrow Agent such Purchaser’s Initial Closing Subscription Amount as set forth on the Closing Date, signature page hereto executed by such Purchaser by a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, such amount to be held in a non-interest-bearing escrow account, and the Company shall, on the Initial Closing Date, deliver to each Purchaser a certificate representing the number of Shares and Warrants purchased by such Purchaser at the Initial Closing as more fully determined pursuant to Section 2.2(a). The Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Initial Closing Date shall occur on or before September 12, 2013 (such outside date, “Termination Date”). If the Schedule of Lenders Initial Closing is not held on or before the Termination Date, the Escrow Agent shall cause (i) all subscription documents executed by the Company or a Purchaser to be returned to the Company or such Purchaser, as applicable, and (ii) the Borrower shall deliver each Subscription Amount to each Lender the Notes (in the denominations as such Lender shall have requested prior be returned, without interest or deduction to the Closing) which Purchaser who delivered such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeSubscription Amount.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share Unless this Agreement shall have been terminated pursuant to Article 15 and subject to the satisfaction or waiver of the aggregate purchase price conditions set forth in Articles 9, 10 and 11 (excluding those conditions which by their nature are to be satisfied as part of the Initial Closing, but subject to the fulfillment or waiver of those conditions), the initial closing of the Contemplated Transactions (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Initial Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx Lovells US LLP, 000 Xxxx Xxxxxx 0xx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 0000000000 at 9:00 a.m., New York time, on or before the Outside Closing Date. The date Buyer Parties may fix the Initial Closing Date as any Business Day prior to the Outside Closing Date (a) upon written notice (which notice may be rescinded in the Buyer Parties’ sole discretion) to Seller and time LBHI delivered at least five (5) Business Days in advance of the Initial Closing Date selected by Buyer Parties (and if the conditions set forth in Article 9 are not satisfied or waived on such date, the Initial Closing Date shall be the first date on which all of the conditions set forth in Article 9 are satisfied or waived), or (b) at such other place, time or date as the Parties hereto may agree in writing, in each case, subject to the satisfaction or waiver of the conditions set forth in Articles 9, 10 and 11 (excluding those conditions which by their nature are to be satisfied as part of the Initial Closing, but subject to the fulfillment or waiver of those conditions). The “Outside Closing Date” shall mean the date which is sixty (60) days after the date of this Agreement; provided that the Parties acknowledge and agree that the Buyer Parties may determine, in their sole discretion, to postpone (i) upon notice (the “First Extension Notice”) to Seller and LBHI delivered by either of the Buyer Parties or both of them prior to the date that is five (5) Business Days prior to the date which is sixty (60) days following the date of this Agreement, the Outside Closing Date to a date that is no later than ninety (90) days after the date of this Agreement, and (ii) upon notice (the “Second Extension Notice”) to Seller and LBHI delivered by either of the Buyer Parties or both of them prior to the date that is five (5) Business Days prior to the date which is ninety (90) days following the date of this Agreement, the Outside Closing Date to a date that is no later than one hundred twenty (120) days after the date of this Agreement; provided, further, that in the event that the Buyer Parties have not delivered either (I) a First Extension Notice or a Second Extension Notice, as applicable, within the time periods specified in clause (i) or (ii), as applicable, (II) a notice setting the Initial Closing Date in accordance with Section 2.4(a) that has not been rescinded, or (III) a notice affirmatively stating the Buyer Parties do not wish to extend the Outside Closing Date”) , then the First Extension Notice or the Second Extension Notice, as applicable, shall be 10:00 a.m.deemed to have been delivered to Seller and LBHI in accordance with this Section 2.4 and the Outside Closing Date shall be deemed to have been extended to the First Extension Date or the Second Extension Date, Chicago timeas applicable. For the avoidance of doubt, on (x) the Buyer Parties may not extend the Outside Closing Date to a date that is beyond 120 days after the date hereofof this Agreement under any circumstances (but LBHI and Seller shall have the right, subject in their sole discretion, to notification of satisfaction extend the Outside Closing Date by up to twenty (20) Business Days in order to cure any default by LBHI or waiverSeller as provided in Section 15.1.3(a)); (y) of in the conditions event that the Initial Closing does not occur on or before the First Extension Date, then the Seller Liquidated Damages Amount shall increase to an amount in cash equal to $800,000,000; and (z) if the Initial Closing does not occur on or before the Second Extension Date, then the Purchase Price shall increase as set forth in Section 5.1 below (or such later date as is mutually agreed to by 2.3.2. In the Borrower and event the Agent). On Buyer Parties do not fix the Initial Closing Date, the Initial Closing Date shall be the one hundred twentieth (i120th) each Lender day after the date of this Agreement, and the Buyer Parties shall pay its pro rata share be in breach of this Agreement if the Initial Closing does not occur on or before the one hundred twentieth (120th) day after the date of this Agreement; provided that the conditions set forth in Articles 9 and 10 have been satisfied on such date (except to the extent waived by the Buyer Parties or conditions which by their nature are to be satisfied as part of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Initial Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee).

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share Subject to the terms and conditions of the Transaction Agreements, and in reliance on the representations, warranties, covenants and other agreements set forth therein, at the initial closing (the “Initial Closing”), the Company hereby agrees to sell to the Purchaser, free and clear of all Liens, and the Purchaser agrees to purchase, a number of shares of Common Stock (the “Initial Closing Shares”) equal to the lesser of (i) 5% of the Company’s total outstanding shares of Common Stock as of the date hereof and (ii) the amount of shares of Common Stock obtained by dividing an aggregate purchase price of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Aggregate Purchase Price”) by the Initial Closing Price Per Share. The Initial Closing shall take place remotely via the exchange of documents and signatures at 10:00 a.m., Eastern time, on (i) the later of (A) thirty (30) calendar days from the Signing Date and (B) the date on which the Company files its Certificate of Amendment (the “Charter Amendment”) to the Company’s Tenth Amended and Restated Certificate of Incorporation, as amended, to increase the Company’s authorized shares of common stock (a form of the Charter Amendment is set forth in Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 28, 2018) with the Secretary of State of the State of Delaware, or (ii) at such other date and time as the Company and Purchaser shall mutually agree (which date and time are designated as the “Initial Closing Date”). Notwithstanding the foregoing, if the Initial Closing does not occur by May 1, 2018, in lieu of purchasing the Initial Closing Shares at the Initial Closing Price Per Share, the Purchaser will pay the Company the Alternative Initial Cash Payment (as defined in the Collaboration Agreement) (the “Alternative Initial Closing”). Following any Alternative Initial Closing, in the event that the Company, prior to December 31, 2018, has sufficient authorized capital to issue and sell to the Purchaser 816,945 shares of Common Stock, then the Purchaser agrees to purchase, and the Company agrees to sell to the Purchaser, 816,945 shares of Common Stock (the “Alternative Initial Closing Shares”) for an aggregate purchase price (the “Alternative Initial Closing Note Aggregate Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing $925,926 (the “Alternative Initial Share Closing”) ). Purchaser shall make such purchase as soon as reasonably practical following notice from Company of the transactions contemplated by this Agreement and availability of such shares, with the issuance date of the Notes to be issued on the Closing Date by the Borrower and the such purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (being known as the “Alternative Initial Shares Closing Date.”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

Initial Closing. In consideration for each applicable Lender’s payment On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased this Agreement by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached parties hereto, the Borrower shall issue and sell Company agrees to such Lender on the Closing Date (as defined below)sell, and each applicable Lender severallyof the Purchasers, but severally and not jointly, agrees to purchase from Shares and Warrants for an aggregate purchase price of up to $7,500,000 but not less than $4,000,000 (such purchase and sale being the Borrower “Initial Closing”). Prior to the Initial Closing, each Purchaser shall deliver to the Escrow Agent such Purchaser’s Initial Closing Subscription Amount as set forth on the Closing Date, signature page hereto executed by such Purchaser by a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, such amount to be held in a non-interest-bearing escrow account, and the Company shall, on the Initial Closing Date, deliver to each Purchaser a certificate representing the number of Shares and Warrants purchased by such Purchaser at the Initial Closing as more fully determined pursuant to Section 2.2(a), subject to the restrictions on delivery of Shares to GCP IV LLC as set forth in the Right to Shares Letter Agreement of even date, a copy of which is attached hereto as Exhibit “C”. The Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Initial Closing Date shall occur on or before February 22, 2013 (such outside date, “Termination Date”). If the Schedule of Lenders Initial Closing is not held on or before the Termination Date, the Escrow Agent shall cause (i) all subscription documents executed by the Company or a Purchaser to be returned to the Company or such Purchaser, as applicable, and (ii) the Borrower shall deliver each Subscription Amount to each Lender the Notes (in the denominations as such Lender shall have requested prior be returned, without interest or deduction to the Closing) which Purchaser who delivered such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeSubscription Amount.

Initial Closing. In consideration for each applicable Lender’s Commencing on the Initial Closing, the Authority shall 18 pay the Initial Consideration in U.S. Dollars in ten equal annual installments of Five Million 19 Five Hundred Thousand Dollars ($5,500,000) (each, an “Installment Payment”) plus interest 20 if and when due. The first payment of its pro rata share of the aggregate purchase price Five Million Five Hundred Thousand Dollars 21 (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”$5,500,000) shall be 10:00 a.m., Chicago time, paid at the Initial Closing. Each subsequent Installment Payment shall be 22 made on the date hereof, subject to notification of satisfaction (or waiver) Anniversary Date of the conditions to the Initial Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, shall consist of (i) each Lender shall pay its pro rata share the amount of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing23 Installment Payment then due, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and plus (ii) the Borrower shall deliver to each Lender Interest Rate multiplied by the Notes amount of the Initial 24 Consideration that had not yet been paid as of the beginning of the prior year (in i.e., the denominations Initial 25 Consideration minus the total of Installment Payments that were actually paid through the prior 26 year). The Parties also intend that so long as such Lender shall all of the Navy Real Property has been conveyed, 27 all of the Initial Consideration and applicable interest will have requested prior become due and payable by the 28 expiration of the Initial Consideration Term, subject to the Closing) which such Lender is then purchasingcredit against Initial Consideration 29 pursuant to Section 4.2.5 hereof. Notwithstanding the foregoing, duly executed on behalf if at any time Navy conveys 30 any Parcel to a third party to the extent permitted under Section 3.8.4 hereof, the total amount 31 of the Borrower and registered in Initial Consideration shall be reduced by the name amount of consideration received by the 32 Navy from the sale or transfer of such Lender Parcel up to the amount of the Initial Consideration, and 33 any interest payable thereon shall be on the reduced amount of Initial Consideration. Authority 34 shall also be entitled to a credit against any future Installment Payment (and if insufficient 35 Installment Payments remain to fully use the credit, against future payments of Additional 36 Consideration) equal to the interest paid by Authority to Navy from the Initial Closing through 37 the date of the third-party sale calculated on the amount of consideration received by the Navy 38 from the sale or its designee.transfer of the applicable Parcel. If at the time of the third party sale, one or 39 more Installment Payments remain due, the Installment Payments shall continue until the Navy 40 has been paid an amount equal to the Initial Consideration less the amount of the third party 41 sale. If the conveyance to a third party occurs after Authority has already paid the Navy 42 Installment Payments in an amount that equals more than the Initial Consideration less 43 amounts received by the Navy from the third party sale, then no further Installment Payments 44 shall be due, and Authority shall be entitled to credit the amount of the Authority’s 45 overpayment against future payments of Additional Consideration that may become due under 46 Section 4.3 hereof. Without limiting the foregoing, if this Agreement terminates as to any 1 Parcel in accordance with Section 3.8.4 hereof, then such termination shall also be treated as a 2 Redesign Trigger Event under Section 4.2.3 hereof. 3

Initial Closing. In consideration for each applicable Lender’s payment On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased this Agreement by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached parties hereto, the Borrower Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $5,775,000 (“Maximum Subscription Amount”) in principal amount of the Debentures. Each Purchaser shall issue and sell (i) deliver to the Escrow Agent, via wire transfer or a certified check, immediately available funds equal to such Lender Purchaser’s Subscription Amount as set forth on the Closing Date signature page hereto executed by such Purchaser, (ii) in the event that a Purchaser is cancelling an account payable of the Company as defined belowsuch Purchaser’s Subscription Amount, a letter evidencing the cancellation of such account payable (which amounts shall not exceed, in the aggregate, $775,000), or (iii) solely with respect to the Selway Notes, the tender thereof (with a Subscription Amount equal to the Selway Notes Amount), and the Company shall deliver to each applicable Lender severallyPurchaser its respective Debenture and a Warrant, but not jointly, agrees as determined pursuant to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit ASection 2.2(a), and in the aggregate principal amount as is Company, and each Purchaser shall deliver the other items set forth opposite such Lender’s name in column four (4) Section 2.2 deliverable at the Closing. Upon satisfaction of the Schedule of Lenders attached hereto. The closing (covenants and conditions set forth in Sections 2.2 and 2.3, the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Initial Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (EGS or such later date other location as is the parties shall mutually agreed to by the Borrower and the Agent)agree. On the Initial Closing Date, (i) each Lender the Company shall pay its pro rata share issue to the Placement Agent, in lieu of a cash fee, Debentures with a principal amount equal to 10% of the aggregate cash Subscription Amount in the Initial Closing Note Purchase Price along with a number of Warrants as determined pursuant to Section 2.2((iv) and such fee amount shall be deemed a Subscription amount hereunder (excluding for such purposes the Debenture and Warrants issued to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeePlacement Agent).

Initial Closing. In consideration for each applicable Lender’s payment On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased this Agreement by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached parties hereto, the Borrower shall issue and sell Company agrees to such Lender on the Closing Date (as defined below)sell, and each applicable Lender severallyof the Purchasers, but severally and not jointly, agrees to purchase from Shares and Warrants for an aggregate purchase price of up to $2,500,000 but not less than $1,750,000 (such purchase and sale being the Borrower “Initial Closing”). To the extent any Person entitled to participate in the Offering, pursuant to the exercise of rights granted to such Person under the 2013 Securities Purchase Agreement, timely provides notice to the Company of its intent to so participate, the Company may issue and sell Shares and Warrants to one or more such parties on one or more dates on or following the Initial Closing Date, a Note, but in substantially any event no later than fifteen (15) days following the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Initial Closing Date, (i) and each Lender such purchase and sale shall pay its pro rata share be deemed a part of the Closing Note Purchase Price “Initial Closing”, provided that, concurrently with any such purchase and sale, each such Person executes a counterpart signature page to this Agreement to become a “Purchaser” under this Agreement. Prior to the Borrower for the Notes to be issued and sold to such Lender at the Initial Closing, each Purchaser shall deliver to the Escrow Agent such Purchaser’s Initial Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser by a wire transfer of immediately available funds, such amount to be held in a non-interest-bearing escrow account, and the Company shall, on the Initial Closing Date, deliver to each Purchaser a certificate representing the number of Shares and Warrants purchased by such Purchaser at the Initial Closing as more fully determined pursuant to Section 2.2(a), subject to the restrictions on delivery of Shares to each of GCP IV LLC, Alpha Capital Anstalt, Xxxxx Xxxxx and GRQ Consultants, Inc. 401K as set forth in the Right to Shares Letter Agreements of even date herewith, a copy of each of which is attached hereto as Exhibit “C”. The Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Initial Closing Date shall occur on or before September 18, 2013 (such outside date, “Termination Date”). If the Schedule of Lenders Initial Closing is not held on or before the Termination Date, the Escrow Agent shall cause (i) all subscription documents executed by the Company or a Purchaser to be returned to the Company or such Purchaser, as applicable, and (ii) the Borrower shall deliver each Subscription Amount to each Lender the Notes (in the denominations as such Lender shall have requested prior be returned, without interest or deduction to the Closing) which Purchaser who delivered such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeSubscription Amount.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share (i) Not less than five (5) Business Days prior to the Initial Closing Date, the Sellers shall prepare, or cause to be prepared, and will deliver to the Buyer (1) an estimated closing statement with respect to the portion of the aggregate purchase price Business conducted at the Initial Closing Facility as of the Initial Closing Date (the “Estimated Initial Closing Note Purchase PriceStatement”) ), signed by an authorized officer of the Notes to be purchased by the Lenders at the Closing Sellers (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted at the Initial Closing Facility, (A) the Estimated Initial Closing Net Working Capital Amount, (B) (I) the Estimated Initial Closing Net Working Capital Surplus, if any, or (II) the Estimated Initial Closing Net Working Capital Deficit, if any, (C) the Estimated Initial Closing Other Third-Party Brand Amount, (D) (I) the Estimated Initial Closing Other Third-Party Brand Surplus, if any, or (II) the Estimated Initial Closing Other Third-Party Brand Deficit, if any, (E) the Estimated Initial Closing DP Amount, (F) (I) the Estimated Initial Closing DP Surplus, if any, or (II) the Estimated Initial Closing DP Deficit, if any, (G) the Estimated Initial Closing DP COGS Adjustment Amount, (H) (I) the amount of the Estimated Initial Closing DP COGS Adjustment Deficit, if any, or (II) the amount of the Estimated Initial Closing DP COGS Adjustment Surplus, if any, (I) the Estimated Initial Closing Residual Transferred Assets Amount, (J) (I) the Estimated Initial Closing Residual Transferred Assets Surplus, if any, or (II) the Estimated Initial Closing Residual Transferred Assets Deficit, if any, (K) the Estimated Initial Closing Other Assets and Liabilities Amount, (L) (I) the Estimated Initial Closing Other Assets and Liabilities Surplus, if any, or (II) the Estimated Initial Closing Other Assets and Liabilities Deficit, if any, (M) the Estimated Initial Closing Retained Assets Amount, (N) the Estimated Initial Closing Retained Liabilities Amount, and (2) the unaudited balance sheet with respect to the portion of the Business conducted at the Initial Closing Facility as of the Business Day that is the Sellers’ last accounting day in the fiscal month two (2) months prior to the fiscal month in which the Initial Closing occurs determined consistent with the Agreed Financial Methodology (the “Estimated Initial Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Initial Closing Statement contemplated by clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence will be based on, and be consistent with, (x) the unaudited statement of income of the Business for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Initial Closing and (y) the Agreed Financial Methodology, and such Lender or estimates shall be as of the final day of such fiscal year, and such estimates contemplated by clauses (G) and (H) of the preceding sentence will also be based on, and be consistent with, the finished goods supply agreements between CCR and the Buyer that were in effect with respect to such fiscal year for any of the Sub-Bottling Territory (as defined in the Distribution APA) and the Exchange Territory. All other estimates set forth in the Estimated Initial Closing Statement will be consistent with the Agreed Financial Methodology and financial information for the applicable fiscal period in a form substantially similar to the information provided pursuant to Section 5.02(d)(i) of the Disclosure Schedule, and such estimates shall be based on the Sellers’ data included in the Estimated Initial Closing Date Unaudited Balance Sheet. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month two (2) months prior to the fiscal month in which the Initial Closing occurs for the purpose of preparing the Estimated Initial Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its designeeRepresentatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The purchase and sale of the aggregate purchase price Series A-1 Purchased Shares and the Series A-1 Warrants shall take place at the offices of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, promptly upon the satisfaction or waiver of the closing conditions set forth in Section 4.1 and Section 4.2, but not more than five (5) business days following approval of the transactions contemplated herein by the shareholders of the Company, or on such other date and at such other time as the Company and Purchasers hereto mutually agree upon in writing (which time and place are designated as the “Closing Note Purchase PriceInitial Closing”) ). The date of the Notes Initial Closing is referred to be purchased by herein as the Lenders at “Initial Closing Date.” At the Closing Initial Closing, the Company shall deliver to each Purchaser (as defined below), which is x) certificates for the number of Series A-1 Purchased Shares set forth opposite such LenderPurchaser’s name in column four under the heading “Number of Series A-1 Purchased Shares” on Schedule I hereto and (4y) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to Series A-1 Warrants entitling such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees Purchaser to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is number of shares of Common Stock set forth opposite such LenderPurchaser’s name under the heading “Number of Series A-1 Warrant Shares” in column four (4) Schedule I hereto, against payment of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing Series A-1 Purchased Shares Purchase Price set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, on Schedule I hereto by wire transfer of immediately available fundsfunds to such account as the Company designates. The Initial Closing shall not occur, as more fully and the Company shall have no obligation to make such deliveries, unless the Purchasers purchase and pay for the aggregate number of Series A-1 Purchased Shares and Series A-1 Warrants set forth on the Schedule of Lenders and (ii) the Borrower I hereto. The Company shall deliver to each Lender the Notes (in the denominations pay any documentary stamp or similar issue or transfer taxes due as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf a result of the Borrower issuance and registered in sale of the name of such Lender or its designeeSeries A-1 Purchased Shares and Series A-1 Warrants.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The purchase and sale of the aggregate purchase price Series A-4 First Tranche Notes and the Warrants shall take place at the offices of Thelen Reid & Priest LXX, 000 Xxxrd Avenue, New York, New York 10022, promptly upon the satisfxxxxxx xx xxxxxx xx xxx xxxxxxx xxxxxxxxxx set forth in Section 5.1, 5.2 and 5.4 hereto, but not later than December 10, 2004, or on such other date and at such other time as the Company and Additional Purchasers hereto mutually agree upon in writing (which time and place are designated as the “Closing Note Purchase Price”) "Initial Closing"). The date of the Notes Initial Closing is referred to be purchased by herein as the Lenders at "Initial Closing Date." At the Closing Initial Closing, the Company shall deliver to each Additional Purchaser (as defined below)i) Series A-4 First Tranche Notes, which is in an original principal amount equal to the dollar amount set forth opposite such Lender’s Additional Purchaser's name in column four under the heading "Series A-4 First Tranche Note Purchase Price" on Schedule III hereto and (4ii) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to Warrants entitling such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees Additional Purchaser to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is number of shares of Common Stock set forth opposite such Lender’s Additional Purchaser's name under the heading "Number of Warrant Shares" on Schedule III hereto, all against payment in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing amounts set forth in Section 5.1 below (or opposite such later date as is mutually agreed to by Additional Purchaser's name under the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing heading "Series A-4 First Tranche Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the ClosingPrice" on Schedule III hereto, by wire transfer of immediately available fundsfunds to such account as the Company designates. The Initial Closing shall not occur, as more fully and the Company shall have no obligation to make such deliveries, unless the Additional Purchasers purchase and pay for the aggregate number of Series A-4 First Tranche Notes and the Warrants set forth on the Schedule of Lenders and (ii) the Borrower III hereto. The Company shall deliver to each Lender the Notes (in the denominations pay any documentary stamp or similar issue or transfer taxes due as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf a result of the Borrower issuance and registered in sale of the name of such Lender or its designeeSeries A-3 Purchased Shares, Series A-4 First Tranche Notes and the Warrants.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price An initial Closing (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Initial Closing”) of the transactions contemplated by this Agreement purchase and the issuance sale of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders WinWin Shares shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPGodward llp, 000 Xxxx Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 00000xx Xxxxx, XxxxxxxXxx Xxxxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be Xxxxxxxxxx, at 10:00 a.m., Chicago a.m. Pacific time, on the date hereof, subject to notification of satisfaction (or waiver) that is three business days following the date on which the parties have satisfied all of the conditions to the Initial Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the “Initial Closing Date”); provided, that the Initial Closing shall only occur, if at all, on such date that is chosen by PBT; and provided further, that the Initial Closing shall occur, if at all, on or prior to September 30, 2006. At the Initial Closing, PBT shall purchase, and WinWin shall issue and sell, against delivery of payment therefor, a number of WinWin Shares (ithe “Initial Closing WinWin Shares”) each Lender shall pay its pro rata share such that, following the issuance of the Initial Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the ClosingWinWin Shares, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf PBT will hold 19% of the Borrower outstanding capital stock of WinWin on an as-converted-to-common basis, and WinWin shall authorize its transfer agent to issue to PBT a certificate registered in the name of such Lender or its designeePBT, representing the Initial Closing WinWin Shares and bearing the legend set forth in Section 4(x)(vi). The purchase price for the Initial Closing WinWin Shares will be paid by PBT’s delivery to WinWin at the Initial Closing of (i) that certain original promissory note issued by WinWin to PBT and dated as of September 30, 2005 and with a principal amount of $2.5 million (the “Note”), all principal and accrued interest on which shall be canceled in exchange for a number of Initial Closing WinWin Shares equal to the quotient obtained by dividing the principal and accrued interest under the Note by the Purchase Price and, (ii) a number of fully paid and nonassessable newly issued shares of PBT Series C Preferred Stock (the “Initial Closing PBT Shares”), each with a deemed value of $5.00, which shares will have the rights, preferences and privileges as set forth in PBT’s Amended and Restated Certificate of Incorporation as in effect as of the date of this Agreement (the “PBT Charter”). In advance of the Initial Closing the PBT Board of Directors shall have authorized the issuance and sale to WinWin of the Initial Closing PBT Shares, and shall have reserved a sufficient number of shares of the common stock of PBT (the “PBT Common Stock”) for issuance upon the conversion of the Initial Closing PBT Shares.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) consummation of the transactions contemplated by provided for in this Agreement and Section 2.09 (the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders "Initial Closing") shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxx Xxxxxx 0 Xxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxxxxxxXxx Xxxx 00000, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be at 10:00 a.m., Chicago Eastern time, on the date hereofon or after January 2, subject to notification of satisfaction 2008 that is three (3) business days after the fulfillment or waiverwaiver (where relevant) of the conditions to the Closing set forth in Article VIII and Article IX (other than those conditions which by their nature are to be satisfied on the Initial Closing Date), or on such other date and time as shall be agreed upon in writing by Buyer and Seller Parent. The date on which the Initial Closing actually occurs is referred to herein as the "Initial Closing Date." The Purchased C Assets and Assumed C Liabilities to be conveyed at the Initial Closing shall include all of the Purchased C Assets and Assumed C Liabilities other than those expressly contemplated as being transferred at a Subsequent Closing, as provided in Section 5.1 below (or such later date as is mutually agreed to by the Borrower 2.10 and the Agent). On the Closing Date, (i) each Lender parties hereby acknowledge and agree that no conveyance of Purchased C Assets or Assumed C Liabilities shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested occur prior to the Initial Closing. Notwithstanding anything herein to the contrary, in the event the Initial Closing occurs on or prior to January 15, 2008, the Parties shall for all purposes hereof, to the extent permitted by applicable Law, deem the Initial Closing to have occurred on, and be effective as of, January 2, 2008, and in connection therewith, the Parties shall (x) which use their commercially reasonable efforts to cause all other Persons, to the extent permitted by applicable Law to similarly deem the Initial Closing to have occurred on, and be effective as of, such Lender is then purchasingdate and (y) pursuant to and in accordance with Section 3.10, duly executed on behalf make such payments and reimbursements between them as are necessary to reflect that all benefits, revenues, expenses, costs, risks and other results in respect of the Borrower Purchased C Assets and registered in Assumed C Liabilities subject to the name Initial Closing Date (including compensation and benefits) are transferred and assumed as of such Lender or its designeethe Initial Closing Date (the results of the Transferred C Businesses relating to the Purchased C Assets and Assumed C Liabilities transferred and assumed at the Initial Closing for a period from January 2, 2008 through the Initial Closing Date are referred to as the "Interim Results").

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The initial closing of the aggregate sale and purchase price of the Shares under this Agreement (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Initial Closing”) shall take place as soon as possible after the execution and delivery hereof at a time and place that is mutually convenient to the Company and the Investors (the date of the transactions contemplated by this Agreement and the issuance of the Notes Initial Closing is sometimes hereinafter referred to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (as the “Closing Date”). In lieu of convening in person for the purpose of conducting the Initial Closing, the Company and the Investors may mutually agree to effect the execution and delivery of this Agreement, the Related Agreements (as defined in Section 3.1) and any other documents required to complete the Initial Closing by means of an exchange of facsimile signatures with original copies to follow by overnight courier service. Notwithstanding anything contained herein to the contrary, the purchase price for the Initial Closing Shares allocated to Envest II LLC (“Envest”) may be paid at any time within thirty (30) days after the date hereof (assuming that the Initial Closing occurs prior to such date); provided, however, the Company shall be 10:00 a.m., Chicago time, not deliver to Envest certificates for such Initial Closing Shares until such purchase price has been paid. Envest recognizes and acknowledges that the other Investors and the Company are relying on the date hereofaforesaid covenant and agreement by Envest in connection with their decision to complete the Initial Closing hereunder. As security for the duties and obligations of Envest to acquire its Initial Closing Shares in accordance with the provisions of this Section 2.1, subject to notification Envest shall, concurrently with the Initial Closing, deposit the sum of satisfaction Two Hundred Thousand Dollars (or waiver$200,000) of (the conditions to “Envest Escrow”) into escrow with the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing DateCompany, which Envest Escrow shall (i) each Lender shall pay its pro rata share be applied on account of the purchase price due from Envest in respect of the Initial Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, Shares acquired by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders Envest pursuant hereto and (ii) be forfeited to the Borrower shall deliver to each Lender the Notes (Company in the denominations as event that Envest fails to acquire the Initial Closing Shares in accordance with the provisions of this Section 2.1 and such Lender failure is not attributable to any breach by the Company of its duties and obligations hereunder, all of which shall have requested prior be set forth in a letter agreement by and between Envest and the Company that is reasonably satisfactory to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeparties thereto.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share Subject to the conditions set forth in Article 6 and Article 7 hereto, the closing of the aggregate initial purchase price of 9,025,126 Shares and the conversion of the Notes (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Initial Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx Barack Xxxxxxxxxx Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, on April 24, 2008, or at such other date and place as are mutually agreeable to the Company and the Buyers purchasing Shares in the Initial Closing. The date and time of the Initial Closing is hereafter referred to as the “Initial Closing Date.” On the Initial Closing Date, the Buyers purchasing Shares in the Initial Closing shall pay the Per Share Price for such Shares, for a total price of approximately $40,000,000 (the “Closing DateInitial Purchase Price”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth funds in accordance with the Company’s written instructions. Also on the Schedule of Lenders and (ii) Initial Closing Date, the Borrower Note Holders shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior surrender to the Company the original Notes in order to effect the conversion. At the Initial Closing) which such Lender is then purchasing, duly executed on behalf upon payment of the Borrower Initial Purchase Price and the surrender of the original Notes, the Company will deliver written instructions from the Company to the transfer agent for the Company’s Common Stock to issue (i) certificates representing the Shares purchased at the Initial Closing registered in the name of each Buyer purchasing such Lender Shares and to deliver such certificates to or its designeeat the direction of each such Buyer, and (ii) certificates representing the Conversion Shares registered in the name of each Note Holder and to deliver such certificates to or at the direction of each Note Holder. The Company shall not have the power to revoke or amend such transfer instructions without the written consent of such Buyers.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The initial closing of the aggregate sale and purchase price of Purchased Units and the redemption of the Redeemed Units (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Initial Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxx LLP, 000 0 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxxx Xxx Xxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (at 10:00 a.m., New York time, or waiver) of at such other date and time as may be agreed upon between the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower Purchaser and the AgentCompany (such date and time being called the “Initial Closing Date”). On The Initial Closing and any Subsequent Closing may take place by .pdf or facsimile signatures with originally executed documents to follow by overnight delivery. At the Initial Closing Dateor any Subsequent Closing, the Company shall (i) each Lender shall pay its pro rata share issue the appropriate number of Purchased Units to Purchaser and register the Purchaser as the owner of such Purchased Units in the books and records of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders Company and (ii) redeem the Borrower appropriate number of Redeemed Units from Mesa and thereafter register Mesa as the owner of the appropriate number of Units of the Company in the books and records of the Company. As payment in full for the Purchased Units on the Initial Closing Date or any Subsequent Closing Date, the Purchaser shall deliver to each Lender the Notes (in Purchase Price for the denominations as such Lender shall have requested prior applicable number of Purchased Units to the Closing) which such Lender is then purchasingCompany by wire transfer pursuant to wire instructions provided by the Company to the Purchaser in writing. As payment in full for the appropriate portion of Redeemed Units on the Initial Closing Date or any Subsequent Closing Date, duly executed on behalf the Company shall distribute the Redemption Price by wire transfer to wire instructions provided by Mesa to the Company in writing; provided that all actual and projected transaction costs to be paid by the Company to Purchaser pursuant to Section 7.1 shall be withheld from the portion of the Borrower and registered in Redemption Price due at the name of such Lender or its designeeInitial Closing.

Initial Closing. In consideration for each applicable Lender’s payment of its pro rata share The obligation of the aggregate Investor to purchase price (and pay for the “Shares at the Initial Closing Note Purchase Price”) is subject to the fulfillment to the satisfaction of the Notes Investor (or the waiver by the Investor) on or prior to the Initial Closing Date of the following conditions: (a) the representations and warranties made by the Company in Section 3 hereof shall be true and correct in all respects when made, and shall be true and correct on the Initial Closing Date with the same force and effect as if they had been made on and as of such date; (b) all covenants, agreements and conditions contained in this Agreement to be purchased performed or complied with by the Lenders at Company on or prior to the Initial Closing Date shall have been performed or complied with in all material respects; (as defined below)c) the Company shall have obtained all approvals, which is set forth opposite such Lender’s name in column four (4) consents and waivers necessary for the consummation of the Schedule of Lenders attached heretotransactions contemplated by this Agreement; (d) a Shareholders' Agreement, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, substantially in substantially the form attached hereto as Exhibit A, shall have been entered into by the Company and the shareholders of the Company (Stepxxx X. Xxxxx, Xxboxx X. Xxxxx, Xxn Xxxxx xxx Carex Xxxxxxx) xxd the Investor; (e) a Stockholders' Agreement, substantially in the form attached hereto as Exhibit B, shall have been entered into by the Company and the Investor; (f) an Indemnification Agreement, substantially in the form attached hereto as Exhibit C, shall have been entered into by the Company and the Investor's designee to the Company's Board of Directors; (g) Burdxxx, Xxxxxx & Xhomxx, X.L.P., counsel for the Company, shall have delivered to the Investor its legal opinion, dated as of the Initial Closing Date and in the aggregate principal amount form as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually reasonably agreed to by the Borrower parties; (h) an Agreement Regarding Interfaces, substantially in the form attached hereto as Exhibit D, shall have been entered into by the Company and the Agent). On Investor; (i) a compliance certificate, dated as of the Initial Closing Date, signed by the Company's president certifying that the conditions specified in Section 5.1(a)(b) and (ic) each Lender 14 of this Agreement have been fulfilled shall pay have been delivered to the Investor; (j) the completion by the Investor and its pro rata share representatives of a successful due diligence review of Company and the Company's business, the success of which shall be determined in the sole discretion of the Closing Note Purchase Price Investor, and (k) the delivery by the Company to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf Investor of the Borrower and registered in the name of such Lender or its designee.following: