Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. At the Closing, the Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration: (a) the Buyer will make the following payments of the cash portion of the Estimated Closing Purchase Consideration by wire transfer of immediately available funds in accordance with such wire instructions as provided by the Seller pursuant to Section 2.03 hereof: (A) an amount equal to the outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (B) an amount equal to the Transaction Expenses to the respective payees thereof (to the extent not previously paid by the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and (E) an amount equal to the Escrow Amount to the Escrow Agent. (b) the Parent will issue and deliver to the Seller or to other Persons designated in writing by the Seller (collectively, the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to purchase, subject to receipt of the Parent Shareholder Approval, (i) up to the number of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant to the terms and conditions of such Warrant) and (ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and the Seller, each in its sole discretion, prior to the Closing (each, a “Warrant Share”), with each Warrant Recipient to pay as consideration for the exercise of such Warrant the Warrant Exercise Price. Moreover: (A) subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, in exchange for the Warrant the Company will issue to the holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by (y) fifty percent (50%) of the Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the Warrant Expiration Date; (B) each Warrant shall include a customary cashless exercise mechanism, and subject to receipt of the Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date ("Warrant Expiration Date"); (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Securities Act of 1933, as amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing (the “Warrant Shares Registration”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (i) in the event the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, the Parent may suspend the Warrant Shares Registration during the period commencing thirty (30) days prior to the Parent’s good faith estimate of the filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Warrant Shares Registration and during any period in which the Warrant Shares Registration is suspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (H) Notwithstanding anything to the contrary set forth above, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtained.

Purchase Consideration. At In consideration for the Closingpurchase by the Buyer from the Seller and sale by the Seller to the Buyer of the Seller Interest, the Parent Buyer and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase ConsiderationSeller agree as follows: (a) Buyer will issue 1,000,000 shares of common stock of the Buyer to the Seller (the “Consideration Shares”); (b) Buyer will make pay the following payments $1,000,000 installment payment to the Edsels due June 1, 2011, under the Promissory Note, and payable on the Closing Date, but no later than June 10, 2011, under the terms of the cash portion Novation and Assignment; (c) Buyer will assume all of the Estimated Closing Seller’s obligations and liabilities under the Promissory Note and execute and deliver the Novation and Assignment; (d) Buyer will assume all of the Seller’s obligations and liabilities under the Pledge Agreement and the execution and delivery of the Amended and Restated Pledge Agreement; Membership Interest Purchase Consideration by wire Agreement (e) Subject to the terms of the Amended and Restated Pledge Agreement, Buyer will undertake to cause the Company to assign and transfer a 10% undivided interest in the Company Oil and Gas Properties (the “Seller Retained Interest”) to the Seller in exchange for the Retained Profits Interests upon full and complete payment and satisfaction of immediately available funds the obligations due under the Promissory Note and Amended and Restated Pledge Agreement; provided, however, that the Buyer shall retain a Buyer First Right to re-acquire the Retained Profits Interests and the Seller Retained Interest in accordance with such wire instructions as provided by the Seller pursuant to Section 2.03 hereof: (A) an amount equal to the outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (B) an amount equal to the Transaction Expenses to the respective payees thereof (to the extent not previously paid by the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV5.8; and (Ef) an amount equal Buyer will undertake to cause the Escrow Amount Company to make the Escrow Agent. (b) the Parent will issue and deliver distribution to the Seller or to other Persons designated of cash held in writing by the Seller (collectively, the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to purchase, subject to receipt bank accounts of the Parent Shareholder Approval, (i) up to the number Company as of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant to the terms and conditions of such Warrant) and (ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and the Seller, each in its sole discretion, prior to the Closing (each, a “Warrant Share”), with each Warrant Recipient to pay as consideration for the exercise of such Warrant the Warrant Exercise Price. Moreover: (A) subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on remitted to the Warrant Expiration Date Company through and including June 30, 2011 in the manner consistent with the past practices of the Company (the “June Distribution”). The June Distribution will be made within five (5) business days of June 30, 2011. Except as defined below)otherwise contemplated by this Agreement, the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, in exchange for the Warrant the Company will issue have no cash or cash equivalents and no current liabilities on the Closing Date. (g) The Buyer agrees to pay Pimuro Capital Partners, LLC (“Pimuro”), a consultant to the holder of Seller who advised the Warrant Seller with regard to the Transaction and this Agreement, the fees, commissions, or expenses relating to such number of shares of Parent Common Stock equal consulting arrangement between the Seller and Pimuro in the amount and payable in accordance to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by (y) fifty percent (50%) of the Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the Warrant Expiration Date; (B) each Warrant shall include a customary cashless exercise mechanism, and subject to receipt of the Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date ("Warrant Expiration Date"); (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Securities Act of 1933, Pimuro Payment Agreement attached here as amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing Exhibit J (the “Warrant Shares RegistrationPimuro Fees”). The payments under Sections 2.2(a), (b), (c), (d), (e) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (if) in the event the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, the Parent may suspend the Warrant Shares Registration during the period commencing thirty (30) days prior to the Parent’s good faith estimate of the filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Warrant Shares Registration and during any period in which the Warrant Shares Registration is suspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection together with the Warrant Shares Registration; and (ii) agree to indemnifyconvenants, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications undertakings contemplated in this Agreement are collected referred to Parent herein as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (H) Notwithstanding anything to the contrary set forth above, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtained“Purchase Consideration”.

Purchase Consideration. At (a) On the ClosingInitial Closing Date, in consideration for the Parent and Shares, Purchaser shall deliver to each Seller a certificate representing the Buyer will make or cause to be made number of shares of Series I Preferred Stock set forth opposite such Seller's name on Schedule 2.2(a), under the following distributions and payments column --------------- heading "Initial Consideration Shares" (the "Initial Consideration Shares"). Purchaser shall, concurrently therewith, deposit into the Escrow certificates representing the number of the Estimated Closing Purchase Consideration:shares of Series I Preferred Stock set forth opposite such Seller's name on Schedule -------- 2.2 (a) under the Buyer will make column heading "Escrow Shares" (the following payments "Escrow Shares"). ------ The Escrow Shares shall be released to Sellers or Purchaser, as the case may be, pursuant to the terms of the cash portion of the Estimated Closing Purchase Consideration by wire transfer of immediately available funds in accordance with such wire instructions as provided by the Seller pursuant to Section 2.03 hereof: (A) an amount equal to the outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (B) an amount equal to the Transaction Expenses to the respective payees thereof (to the extent not previously paid by the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and (E) an amount equal to the Escrow Amount to the Escrow AgentAgreement. (b) On the Parent will issue and deliver to the Seller or to other Persons designated in writing by the Seller (collectively, the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to purchase, subject to receipt of the Parent Shareholder Approval, (i) up to the number of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant to the terms and conditions of such Warrant) and (ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and the Seller, each in its sole discretion, prior to the Second Closing (each, a “Warrant Share”), with each Warrant Recipient to pay as consideration for the exercise of such Warrant the Warrant Exercise Price. MoreoverDate: (A) subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, in exchange for the Warrant the Company will issue to the holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by (y) fifty percent (50%) of the Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the Warrant Expiration Date; (B) each Warrant shall include a customary cashless exercise mechanism, and subject to receipt of the Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date ("Warrant Expiration Date"); (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Securities Act of 1933, as amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing (the “Warrant Shares Registration”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (i) in the event that the Parent Trigger Event is contemplating in good faith an underwritten public offering the completion of Parent the Measurement Period following the IPO, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock, if any, which, when added to the Parent may suspend Common Stock received by Sellers following conversion of the Warrant Initial Consideration Shares Registration during (the period commencing thirty "Converted Initial Consideration Shares") equals the Aggregate Purchase Price divided by the Average Price; provided that, if the Market Capitalization is less than $13.5 billion, then on the Second Closing Date Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock such that, such shares together with the Converted Initial Consideration Shares equals 7.4% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance on the Second Closing Date less the Option Amount; (30ii) days in the event that the Trigger Event is the Acquisition of Purchaser by a publicly listed company and the Series I Preferred Stock has converted to Common Stock, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock on the Second Closing Date, if any, which, when added to the Common Stock then held by Sellers, equals the Aggregate Purchase Price divided by the Acquisition Price; provided that, if the Market Capitalization is less than $13.5 billion, then on the Second Closing Date Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock which, when added to the Converted Initial Consideration Shares, equals 7.4% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount; (iii) in the event that the Trigger Event is the Acquisition of Purchaser by a publicly listed company and the Series I Preferred Stock has not converted to Common Stock, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Series I Preferred Stock on the Second Closing Date, if any, which, when added to the Series I Preferred Stock then held by Sellers, entitles Sellers to obtain upon conversion a number of Shares of Common Stock equal to the Aggregate Purchase Price divided by the Acquisition Price; provided that, if the Market Capitalization is less than $13.5 billion, then on the Second Closing Date Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Series I Preferred Stock which, when added to the Initial Consideration Shares, entitles Sellers to obtain upon conversion 7.4% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount. (iv) In the event that the Trigger Event is (w) an Acquisition by a company which is not publicly listed, (x) a Major Issuance or (y) a Purchaser Election and in any such case the Series I Preferred Stock has converted to Common Stock, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock, if any, which, when added to the Converted Initial Consideration Shares, equals 8.0% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount (but prior to the Parent’s good faith estimate giving effect to any issuance of the filing date of its registration statement Common Stock in connection with such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Warrant Shares Registration and during any period in which the Warrant Shares Registration is suspended pursuant to clause (iTrigger Event), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (Hv) Notwithstanding anything In the event that the Trigger Event is (w) an Acquisition by a company which is not publicly listed, (x) a Major Issuance or (y) a Purchaser Election and in any case the Series I Preferred Stock has not converted to Common Stock, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Series I Preferred Stock, if any, which, when added to the contrary set forth aboveInitial Consideration Shares, Seller agrees that no Warrant entitles Sellers to obtain upon conversion 8.0% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount (but prior to giving effect to any issuance of Common Stock in connection with such Trigger Event) (as the case may be exercisedbe, the "Additional Consideration Shares" and, together with the Escrow Shares, and no Warrant the Initial Consideration Shares or the Converted Initial Consideration Shares, as the case may be exchanged for Parent Common Stock under subsection (A) abovebe, unless and until Parent Shareholder Approval has been obtainedthe "Consideration Shares").

Purchase Consideration. At the Closing, the Parent and the Buyer will make or cause The aggregate purchase price to be made paid by Buyer for the following distributions Purchased Assets (the “Purchase Price”) shall be payable to Seller, or any third party designee of Seller, in cash and payments stock of the Estimated Closing Purchase ConsiderationASTV, as follows: (a) On the Closing Date, Buyer will make the following payments of the cash portion of the Estimated Closing Purchase Consideration by wire transfer of immediately available funds in accordance with such wire instructions as provided by the pay to Seller pursuant to Section 2.03 hereof: One Million Five Hundred Sixty Thousand Dollars (A) an amount equal to the outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A$1,560,000), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (B) an amount equal to the Transaction Expenses to the respective payees thereof (to the extent not previously paid by the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and (E) an amount equal to the Escrow Amount to the Escrow Agent. (b) the Parent will issue and deliver to the Seller or to other Persons designated in writing by the Seller (collectively, the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to purchase, subject to receipt As part of the Parent Shareholder Approval, (i) up to the number of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant to the terms and conditions of such Warrant) and (ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and the Seller, each in its sole discretion, prior to the Closing (each, a “Warrant Share”), with each Warrant Recipient to pay as consideration for the exercise Purchased Assets, HNHI previously issued to Seller and its designees, Five Million (5,000,000) unregistered shares of such Warrant common stock of HNHI (all shares issued to Seller by either HNHI or to be issued to Seller by ASTV shall be referred to as “Shares”). Subsequent to the Warrant Exercise Price. Moreover: (A) subject to receipt issuance of the Parent Shareholder ApprovalShares, ifASTV, during in October, 2011, undertook a one-for-twenty reverse stock split. Accordingly, Seller, as of the period commencing Closing Date, owns Two Hundred Fifty Thousand (250,000) Shares. A new stock certificate for such post-reverse stock split Shares will be issued and delivered on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, in exchange for the Warrant the Company will issue upon submission to the holder Buyer of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by (y) fifty percent (50%) of the Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the Warrant Expiration Date; (B) each Warrant shall include a customary cashless exercise mechanism, and subject to receipt of the Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date ("Warrant Expiration Date"); (C) Parent shall use commercially reasonable efforts to register the repre-sale by each Warrant holder of the Warrant Shares under the Securities Act of 1933, as amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing (the “Warrant Shares Registration”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (i) in the event the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, the Parent may suspend the Warrant Shares Registration during the period commencing thirty (30) days prior to the Parent’s good faith estimate of the filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Warrant Shares Registration and during any period in which the Warrant Shares Registration is suspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller split certificate. Buyer acknowledges and agrees that the 250,000 Shares referenced in this Section 2.5(b) of this Agreement, having been held for more than one year since issue, are now unrestricted and freely transferrable as of the Closing Date. (c) On the Closing Date, ASTV will deliver to Seller Two Hundred Fifty Thousand (250,000) new Shares in such denominations as agreed by the parties. Those Shares will be subject to a one-year lock-up agreement in the form attached hereto as Exhibit “B.” (d) Seller may designate certain persons to receive directly a portion of its Shares described in paragraphs (b) and (c) above. Those persons shall agree in writing that they shall be obligated to treat those Shares in the same manner in which Shares are treated under this Agreement, including but not limited to, the sale provisions hereof, and that they shall promptly communicate any sale of such Shares and the appropriate sale information to Seller, who shall promptly transmit that information to Buyer. All other transfers of Seller’s Shares shall be in accordance with applicable state and federal securities laws. (e) On the Closing Date, ASTV will deliver to Seller Two Hundred Fifty Thousand (250,000) new Warrants at an exercise price of Sixty-Four Cents ($.64) for a period of three (3) years from the Closing Date. The Warrants shall provide be subject to piggy-back registration rights. (f) Buyer previously has paid to Seller Fifty Thousand Dollars ($50,000) in cash or other immediately available funds. (g) Commencing not later than April 1, 2012, and for each of the succeeding four years, Buyer shall contribute in the names of SOTV/▇▇▇▇▇▇▇▇ the amount of Ten Thousand Dollars ($10,000) per year, for a total contribution of Fifty-Thousand Dollars ($50,000), to The ▇▇▇▇▇▇▇ Cancer Center in Tampa, Florida. Seller acknowledges that no Warrant may payment of $10,000 of this amount previously has been made to The ▇▇▇▇▇▇▇ Cancer Center. (h) Buyer also previously issued to Seller, or its designee, One Million (1,000,000) warrants to acquire additional shares of ASTV, at an exercise price equal to Thirty-five Cents ($.35), exercisable at any time and with an expiration date five (5) years from the date of issue. Following the one for twenty reverse stock split, that grant shall constitute Fifty Thousand (50,000) warrants to acquire Shares at an exercise price reduced to One Dollar ($1.00) each for a period of five (5) years from the new issue date. (i) The Parties agree that the shares of common stock can be soldsold in accordance with Rule 144 of the Securities Act subject to the lock-up Agreement attached as Exhibit B. If ASTV undertakes a registration of its shares with the U.S. Securities and Exchange Commission, assignedSeller shall have “piggy-back registration rights” with respect to its Shares. (j) Notwithstanding any other provision of this Agreement, hypothecated from the Closing Date through December 31, 2014 and if Seller continues to own during that time at least 250,000 Shares that it has received under the terms of this Agreement, Seller shall have anti-dilution protection on all of its Shares that it has received or otherwise transferred prior will receive pursuant to this Agreement. If any shares of common stock of ASTV are issued by ASTV during that time frame, Seller shall be issued additional Shares to maintain its proportional ownership in ASTV. The foregoing anti-dilution protection shall not apply to the issuance of Shares pursuant to the exercise of such Warrant any warrants that have been issued by a Warrant holder other than to an Affiliate of such Warrant holder; and (H) Notwithstanding anything ASTV to the contrary set forth above, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtainedClosing Date.

Purchase Consideration. At The aggregate consideration for the Closing, Acquired Assets (the Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing “Purchase Consideration: ”) is: (a) an amount of cash (the Buyer will make “Cash Consideration”) equal to: (i) thirty two million five hundred thousand and 00/100 U.S. Dollars ($32,500,000) (the following payments of “Initial Cash Consideration”), minus (ii) the cash portion of the Estimated Closing Purchase Consideration amount, if any, by wire transfer of immediately available funds which (A) each Seller’s current assets (excluding current or deferred Tax assets) as historically calculated in accordance with such wire instructions the Sellers’ past practices as provided by of 12:01 A.M. Eastern time on the Seller pursuant to Section 2.03 hereof: Closing Date that are included in the Acquired Assets, minus each Seller’s current liabilities (Aexcluding Indebtedness, Transaction Expenses and deferred Tax Liabilities) an amount equal to as historically calculated in accordance with the outstanding Indebtedness to Sellers’ past practices as of 12:01 A.M. Eastern time on the respective holders thereof Closing Date that are included in the Assumed Liabilities (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A“Net Working Capital”), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; is less than (B) an amount equal to the Transaction Expenses to Net Working Capital Target; plus (iii) the respective payees thereof (to amount, if any, by which the extent not previously paid by Net Working Capital is more than the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and (E) an amount equal to the Escrow Amount to the Escrow AgentNet Working Capital Target. (b) the Parent will issue and deliver assumption of the Assumed Liabilities, to be assumed on the Closing Date. (c) Notwithstanding anything in this Agreement to the Seller or to other Persons designated in writing by the Seller (collectivelycontrary, the Purchaser and Holdings shall be permitted to round down the number of any Equity Consideration Shares to be issued to the Owner pursuant to this Agreement to the nearest whole number in order to avoid issuing any fractional shares, provided that to the extent that the number of such Equity Consideration Shares is “Warrant Recipientsrounded down”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”Purchaser shall also pay or cause to be paid to the Sellers an amount of cash equal to the product obtained by multiplying (i) such fraction of an Equity Consideration Share that has been rounded down by (ii) the applicable per share issuance price with respect to purchasesuch Equity Consideration Shares. (d) On the Payment Date, the Purchaser and Holdings may elect to pay some or all of the Cash Consideration through Equity Consideration Shares in lieu of cash, subject to receipt the terms set forth below; provided that at least One Million Three Hundred Thirty Five Thousand U.S. Dollars ($1,335,000) of the Parent Shareholder ApprovalCash Consideration shall be paid in cash. (e) If the Purchaser and Holdings elect to pay ten percent (10%) or less of the Cash Consideration in Equity Consideration Shares, such Equity Consideration Shares will be issued on the Payment Date by dividing the amount of Cash Consideration to be paid through Equity Consideration Shares by the Issuance Per Share Price. If the Purchaser and Holdings elect to pay more than 10% of the Cash Consideration through Equity Consideration Shares in lieu of cash, then: (i) up to the number of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant to the terms and conditions of such Warrant) and (ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and the Seller, each in its sole discretion, prior to the Closing (each, a “Warrant Share”), with each Warrant Recipient to pay as consideration for the exercise of such Warrant the Warrant Exercise Price. Moreover: (A) subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, in exchange for the Warrant the Company will issue to the holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by (y) fifty Twenty percent (5020%) of the Assumed Warrant Equity Consideration Shares issued to the Seller Parties (the “Uncollared Equity Consideration Shares”) shall be issued on the Payment Date to the Seller Parties at the Issuance Per Share Price, as calculated by dividing twenty percent (20%) of the Cash Consideration to be paid in Equity Consideration Shares by the Issuance Per Share Price. (ii) Of the remaining eighty percent (80%) of the Equity Consideration Shares to be issued to the Seller Parties (the “Collared Equity Consideration Shares”), thirty percent (30%) of the Collared Equity Consideration Shares shall be issued on the Payment Date at the Issuance Per Share Price to the Seller Parties, as calculated by dividing twenty four percent (24%) of the Cash Consideration to be paid in Equity Consideration Shares by the Issuance Per Share Price (the “Payment Date Collared Share Value”), provided, however, that if, on the first anniversary of the Payment Date, the First Anniversary Issuance Per Share Price is less than the Issuance Per Share Price, then, for each of the Collared Equity Consideration Shares issued pursuant to this Section 1.5(e)(ii) that the Seller Parties have retained as of the first anniversary of the Payment Date (the “Retained Collared Equity Shares”), Holdings shall issue additional Collared Equity Consideration Shares (the “True-Up Equity Consideration Shares”) to the Seller Parties equal to: (1) the Retained Collared Equity Shares multiplied by the Issuance Per Share Price, divided by (z2) the volume weighted average price First Anniversary Issuance Per Share Price, minus (3) the Retained Collared Equity Shares. (iii) The remainder of the Parent Common Stock for the thirty (30) trading days ending Collared Equity Consideration Shares shall be issued on the Warrant Expiration first anniversary of the Payment Date (the “First Anniversary Issuance Date;”) as follows: (B1) each Warrant shall include a customary cashless exercise mechanismIf the First Anniversary Issuance Per Share Price is less than the Issuance Per Share Price, and subject then an amount of Collared Equity Consideration Shares issued at the Issuance Per Share Price as needed to receipt pay the remainder of the Parent Shareholder ApprovalCash Consideration owed to the Seller Parties. (2) If the First Anniversary Issuance Per Share Price is more than the Issuance Per Share Price but less than the Issuance Per Share Price Collar, will be exercisablethen an amount of Collared Equity Consideration Shares that would have been issued at the Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (3) If the First Anniversary Issuance Per Share Price is more than the Issuance Per Share Price Collar, in part or in whole, for a period then an amount of four Collared Equity Consideration Shares issued at the First Anniversary Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (4) years after In the Closing event that the value of the Collared Equity Consideration Shares issued pursuant to Section 1.5(e)(ii), measured at the First Anniversary Issuance Per Share Price, exceeds 90% of the amount of the Purchase Consideration paid in Equity Consideration Shares, the Purchaser shall not issue any additional Collared Equity Consideration Shares to the Seller Parties, and the Seller Parties shall repay, in either cash or Collared Equity Consideration Shares, the amount by which the value of the Collared Equity Consideration Shares issued pursuant to Section 1.5(e)(ii), measured at the First Anniversary Issuance Per Share Price, exceeds 90% of the amount of the Purchase Consideration which was designated on the Payment Date ("Warrant Expiration Date");to be paid in Equity Consideration Shares. (Civ) Parent The Seller Parties shall use commercially reasonable efforts to register keep the re-sale by each Warrant holder Uncollared Equity Consideration Shares in a separate and distinct brokerage account from the Collared Equity Consideration Shares until all of the Warrant Equity Consideration Shares under have been sold by the Securities Act Seller Parties. provided, however, that if the Class A Common Stock of 1933Holdings is not listed on the NYSE at the First Anniversary Issuance Date, as amended, and use commercially reasonable efforts Holdings shall pay to cause such registration the Sellers on the First Anniversary Issuance Date an amount in cash equal to be effective with the SEC within 120 days value of the Closing (the “Warrant Shares Registration”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (i) in the event the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, the Parent may suspend the Warrant Shares Registration during the period commencing thirty (30) days prior to the Parent’s good faith estimate remainder of the filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after Cash Consideration not paid on the effective date of the registration statement relating to such underwritten public offering; and Payment Date plus (ii) Seller acknowledges and agrees that prior to (1) if the Warrant Shares Registration and during stock remains listed on any period in which the Warrant Shares Registration is suspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable lawpublic stock exchange, the Warrant value of the True-Up Equity Consideration Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii2) if the stock is no longer listed on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make public stock exchange, then the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (H) Notwithstanding anything to the contrary set forth above, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtained.cash value

Purchase Consideration. At the Closing, the Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration: (a) the Buyer will make the following payments of the cash portion of the Estimated Closing Purchase Consideration by wire transfer of immediately available funds in accordance with such wire instructions as provided by the Seller pursuant to Section 2.03 hereof: (A) an amount equal to the outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (B) an amount equal to the Transaction Expenses to the respective payees thereof (to the extent not previously paid by the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and (E) an amount equal to the Escrow Amount to the Escrow Agent. (b) the Parent will issue and deliver to the Seller or to other Persons designated in writing by the Seller (collectively, the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to purchase, subject to receipt of the Parent Shareholder Approval, (i) up to the number of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant Subject to the terms and conditions of such Warrant) this Agreement and (ii) up to 500,000 shares of Parent Common Stock to management of the Target Entitiesin particular, subject to customary vesting provisions relating Sections 2.2(c) and 2.12, the Purchase Consideration for all of the Purchased Shares shall be comprised of: (i) a number of Village Farms Shares (the “Share Tranche 1 Consideration”) corresponding to their continued service with an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the Target Entities, higher of (A) US$12.00 or (B) the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as mutually agreed to by of the Parent and the Seller, each in its sole discretion, last trading day prior to the Closing Date (each, a the “Warrant ShareShare Tranche 1 Issuance Price”), a portion of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of $2.5 Million divided by the Share Tranche 1 Issuance Price shall be held in escrow (the “Escrowed Shares”), plus (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with each Warrant Recipient the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to pay as consideration for the exercise of such Warrant the Warrant Exercise Price. Moreover: (A) subject to receipt an aggregate issuance price of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, in exchange for the Warrant the Company will issue to the holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by (y) fifty percent (50%) of the Assumed Warrant Value$10,000,000, divided by (zB) a price per Village Farms Share equal to the volume weighted average price ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the Parent Common Stock for the thirty (30) last trading days ending on the Warrant Expiration Date; (B) each Warrant shall include a customary cashless exercise mechanism, and subject day prior to receipt of the Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date ("Warrant Expiration Date"the “Share Tranche 2 Issuance Price”);, plus (Ciii) Parent cash in an amount equal to $19,900,000, minus (i) the Debt Cash Repayment, minus (ii) the Closing Transaction Expenses, minus (iii) $2.5 million, which amount shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Securities Act of 1933, as amended, and use commercially reasonable efforts to cause such registration to be effective held in escrow in accordance with the SEC within 120 days of the Closing Escrow Agreement (the “Warrant Shares RegistrationEscrowed Cash”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933), as amended; provided that (i) in the event the Parent is contemplating in good faith an underwritten public offering of Parent Common Stockcollectively, the Parent may suspend “Closing Cash Payment”). (b) Notwithstanding anything else in this Agreement, the Warrant Shares Registration during Purchaser shall have the period commencing thirty (30) days prior sole unfettered discretion to the Parent’s good faith estimate replace at any time any portion of the filing Share Consideration with an equivalent cash amount payable as at the same date of its registration statement in connection with as such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Warrant Shares Registration and during any period in which the Warrant Shares Registration Share Consideration is suspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary paid pursuant to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action;this Agreement. (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (Hc) Notwithstanding anything else in this Agreement, only whole Village Farms Shares (including for greater clarity the Escrowed Shares) shall be issued pursuant to this Agreement and the number of Village Farms Shares to be issued at any time to a Seller or to the contrary set forth aboveEscrow Agent hereunder shall be rounded up or down to the nearest whole number, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtainedif applicable.

Purchase Consideration. At the Closing, the Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration: (a) the Buyer will make the following payments of the cash portion of the Estimated Closing Purchase Consideration by wire transfer of immediately available funds in accordance with such wire instructions as provided by the Seller pursuant to Section 2.03 hereof: (A) an amount equal to the outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (B) an amount equal to the Transaction Expenses to the respective payees thereof (to the extent not previously paid by the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and (E) an amount equal to the Escrow Amount to the Escrow Agent. (b) the Parent will issue and deliver to the Seller or to other Persons designated in writing by the Seller (collectively, the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to purchase, subject to receipt of the Parent Shareholder Approval, (i) up to the number of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant Subject to the terms and conditions of such Warrantthis Agreement, in reliance on the representations and warranties of Seller herein contained, and in consideration of the sale, conveyance, transfer, delivery, execution and assumption of (i) the Business and its Assets, and (ii) the Assumed Obligations, Buyer agrees to pay to the Seller an aggregate purchase price of Three Million and 00/100 ($3,000,000.00) Dollars (the “Purchase Price”), which shall consist of: i. Nine Hundred Thousand and 00/100 ($900,000.00) Dollars in cash to be paid against Company Liabilities; specifically: a. Payment to Heartland Bank and Trust of up to 500,000 shares $900,000 for the satisfaction and settlement in full of Parent Common Stock all loans, notes and other obligations in any form owed by Seller or its officers to management Heartland Bank and Trust. Buyer will arrange for the payment of up to $900,000 to be made to Seller for the Target Entitiessatisfaction of all loans to Heartland Bank and Trust at the Closing. Heartland Bank and Trust, subject to customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent Seller and the Seller, each in its sole discretionBuyer shall, prior to the Closing Date, enter into an escrow agreement (each, a the “Warrant ShareEscrow Agreement”), with each Warrant Recipient ) which will require (i) Buyer to pay as consideration for the exercise of such Warrant the Warrant Exercise Price. Moreover: (A) subject fund up to receipt $900,000 of the Parent Shareholder ApprovalPurchase Price into an escrow account (the “Escrow Account”) to be used to satisfy Heartland Bank and Trust and cause the release of liens against all collateral of Seller (the “Lien Release”) and the release of all guarantors. ii. Subject to current valuation from appraisal of Seller’s spare parts inventory in an amount greater than $2,800,000, ifsuch amount to be mutually agreed to by Buyer and the Seller Members, during the period commencing on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, in exchange for the Warrant the Company Buyer will issue to Seller or its designees its restricted common stock in the holder amount of 2,100,000 shares, as of the Warrant such number Closing Date. For purposes herein, each share of shares of Parent Common Stock equal Buyer’s common stock shall be valued at $1.00 per share, the price at which Buyer has first offered its common stock for public sale in its Regulation A qualified offering made pursuant to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by (y) fifty percent (50%) of the Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the Warrant Expiration Date; (B) each Warrant shall include a customary cashless exercise mechanism, and subject to receipt of the Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date ("Warrant Expiration Date"); (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Securities Act of 1933, as amended. Buyer will accomplish a complete updated appraisal of Seller’s existing spare parts inventory. iii. Should Buyer not meet the conditions to closing per 9.1(h) by the Outside Date, Buyer may propose to modify this Article III, 3.1(a) i, a.b.c. and ii cash and stock ratio, and use commercially reasonable efforts section 2.1(c) subject to cause mutual written agreement between Buyer and Seller. Without such registration agreed modification this agreement shall expire at the end of the Outside Date. iv. Employment contracts for the Seller Members to be effective mutually agreed to by Buyer, Seller and the Seller Members, such employment agreements to include: a. D▇▇▇▇ ▇▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇▇▇ ▇▇▇▇▇ will be employees of Jet X Aerospace LLC, for a 5-year term; with the SEC within 120 days Company having an additional option to maintain the employees for an additional 3-year term (total of 8 years) subject to financial results and individual performance and with the Company board of directors approval. b. D▇▇▇▇ ▇▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇▇▇ ▇▇▇▇▇ will each be paid $120,000.00 annually, paid on a biweekly schedule, subject to, the Company achieving a net annual profit of $1,000,000. c. Health Insurance for D▇▇▇▇ ▇▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇▇▇ ▇▇▇▇▇ that mirrors the coverage that Seller provides for the Seller Members as of the Closing (the “Warrant Shares Registration”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (i) in the event the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, the Parent may suspend the Warrant Shares Registration during the period commencing thirty (30) days prior to the Parent’s good faith estimate of the filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Warrant Shares Registration and during any period in which the Warrant Shares Registration is suspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (H) Notwithstanding anything to the contrary set forth above, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtainedClosing.