Common use of Purchase Clause in Contracts

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on Upon the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory and subject to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes conditions of this Agreement, the Buyer hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Buyer, on the Closing Date, the Note in connection with the offering principal amount equal to the Purchase Price and sale having the terms and conditions as set forth in the form of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements Note attached hereto as Annex I for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per centPurchase Price. of the aggregate principal amount of the Dollar Notes, NRPLC The Company shall have the right to require each non-defaulting Underwriter the Buyer to purchase the principal amount of Note by delivering to the Dollar Notes which such Underwriter agreed Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the Buyer shall be obligated to purchase hereunder and, the Notes specified in addition such Company Put Notice if the conditions to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for closing set forth in Section 7 are satisfied. In connection with the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter Note by the non-defaulting Underwriters as provided in Clause 3.1(a) aboveBuyer, the aggregate principal amount of Company shall issue to the Dollar Notes which remains unpurchased exceeds ten per cent. of Buyer at the aggregate principal amount of closing on the Dollar Notes, or if NRPLC shall not exercise Closing Date the right described in Clause 3.1(b) above to require non-defaulting Underwriters December Closing Date Warrant initially entitling the holder to purchase the Dollar Notes number of a defaulting Underwritershares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, then in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Company. In consideration of the Buyer agreeing to enter into this Agreement, the Company shall thereupon terminate, without liability also issue to the Buyer on the part closing date of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultOther Note Purchase Agreement the July 2006 Warrant, attached hereto as Annex XI.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount (a) In consideration of the Dollar Notes payment of the Purchase Price as provided herein, Chase USA does hereby sell, transfer, assign, set out against over and otherwise convey to Purchaser (collectively, "Convey"), without recourse except as provided herein, all of its name right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Purchase Cut-Off Date, in the Schedule hereto case of Receivables existing and arising in the Existing Accounts, and at the close of business on each Additional Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts, and in each case thereafter created from time to time in the Existing Accounts and the Additional Accounts, Allocated Interchange, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including "proceeds" as defined in the UCC) thereof. Such property shall constitute the "Purchased Assets." The Receivables arising after the Initial Purchase Cut-Off Date and on or before the Initial Purchase Date in the Existing Accounts and the related Purchased Assets, shall be and hereby are Conveyed by Chase USA to Purchaser on the Closing Initial Purchase Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after the Initial Purchase Date in the Existing Accounts and the related Purchased Assets shall be and hereby are Conveyed by Chase USA and purchased by Purchaser on the date such Receivables arise, and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables existing in Additional Accounts at the Issue Price, all close of business on the terms set out related Additional Cut-Off Date and the Receivables arising after the Additional Cut-Off Date and on or before the related Addition Date and the related Purchased Assets, shall be and hereby are Conveyed by Chase USA and purchased by Purchaser on the related Addition Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are Conveyed by Chase USA and purchased by Purchaser on the date such Receivables arise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. (ab) If any Underwriter Chase USA shall default on record and file, at its obligation own expense, financing statements (and continuation statements and amendments when applicable) with respect to purchase Dollar Notes which it has agreed the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to purchase hereunderperfect, and maintain the perfection of, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase Conveyance of such Dollar NotesPurchased Assets to Purchaser, then NRPLC and shall be entitled deliver a file stamped copy of each such financing statement to a further period of thirty-six hours within which to procure another party Purchaser on or other parties satisfactory prior to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablyInitial Purchase Date, in order to effect whatever changes may thereby be made necessary in any documents or arrangements the case of Purchased Assets relating to the offering Existing Accounts, and sale of (if any additional filing is so necessary) the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreementapplicable Addition Date, in connection with the offering and sale case of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect Purchased Assets relating to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultAdditional Accounts. (c) IfChase USA shall, after giving effect at its own expense, (i) on or prior to any arrangements for (x) the purchase Initial Purchase Date, in the case of the principal amount Existing Accounts, or (y) the applicable Addition Date, in the case of Additional Accounts, indicate in the appropriate computer files that Receivables created in connection with the Accounts have been conveyed to Purchaser pursuant to this Agreement and Purchaser has transferred the Receivables to the Trustee pursuant to the Pooling and Servicing Agreement and (ii) on or prior to the Initial Purchase Date and each Addition Date, as applicable, deliver to Purchaser and the Trustee an Account Schedule containing a true and complete list of all such Accounts specifying for each such Account, as of the Dollar Notes Initial Purchase Cut-Off Date, in the case of a defaulting Underwriter by the nonExisting Accounts and the applicable Additional Cut-defaulting Underwriters as provided Off Date, in Clause 3.1(a) abovethe case of Additional Accounts, its account number, the aggregate principal amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Chase USA agrees that it will maintain the Dollar Notes Account Schedule as a true and complete list of all Accounts and will supplement or amend the Account Schedule on each Addition Date and periodically, as needed, to remove Deleted Accounts. Chase USA agrees not to alter the computer designation which remains unpurchased exceeds ten per centindicate that the receivables in an Account have been conveyed to Purchaser and transferred to the Trust unless and until such Account is no longer an Account or unless and until (i) Chase USA shall give written notice of any such alteration to Purchaser and (ii) Chase USA shall have taken such action as is necessary or advisable to cause the interest of Purchaser in the Purchased Assets to continue to be perfected and of first priority. (d) The parties hereto intend that the Conveyance of Chase USA's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Chase USA to Purchaser. It is the intention of the aggregate principal amount parties hereto that the arrangements with respect to the Purchased Assets shall, for all purposes, including for accounting purposes, constitute a purchase and sale of the Dollar Notes, or if NRPLC shall such Purchased Assets and not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultloan.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to purchase loan to the Company the principal amount set forth on the Lender's signature page of this Agreement (the "Purchase Price"), out of the aggregate amount being loaned by all Lenders of a minimum of $400,000 (the "Minimum Purchase Price") and pay for a maximum of $2,000,000 (the "Maximum Purchase Price"). The obligation to repay the loan from the Lender shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Lender in such principal amount (the Convertible Debentures issued to the Lender, the "Debentures"). Each Debenture (i) shall provide for a conversion price (the "Conversion Price"), which shall initially be the Fixed Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture or in the other Transaction Agreements, (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I and (iii) shall have a Warrant attached, as provided below. The loan to be made by the Lender and the issuance of the Dollar Notes set out against its name Debentures and Warrants to the Lender are sometimes referred to herein and in the Schedule hereto other Transaction Agreements as the purchase and sale of the Debentures and Warrants. (ii) The Purchase Price to be paid by the Lender shall be equal to the face amount of the Debentures being purchased on the Closing Date at the Issue Price, all on the terms set out (as defined below) and shall be payable in this AgreementUnited States Dollars. (aiii) If any Underwriter shall default on its obligation to purchase Dollar Notes The actual total Purchase Price of all Lenders, which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise be less than the right described in Clause 3.1(b) above Minimum Purchase Price and not more than the Maximum Purchase Price, is hereinafter referred to require non-defaulting Underwriters to purchase as the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default"Aggregate Purchase Price."

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount (a) In consideration of the Dollar Notes payment of the Purchase Price as provided herein, the Seller does hereby sell, transfer, assign, set out against over and otherwise convey to Dryrock Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its name in right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Schedule hereto Receivables existing at the opening of business on the Closing Date Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts) and thereafter created and arising from time to time in the Initial Accounts (unless such Initial Account has become a Removed Account), (ii) the Receivables existing at the Issue Priceopening of business on each applicable Addition Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts) and thereafter created and arising from time to time in the Additional Accounts (unless such Additional Account has become a Removed Account), (iii) all Collections, Insurance Proceeds, Interchange and Recoveries on or allocable to such Receivables, (iv) all monies due or to become due with respect to the terms set out in this Agreement. foregoing, (av) If any Underwriter shall default on its obligation all amounts received with respect to purchase Dollar Notes which it has agreed to purchase hereunderall of the foregoing, and (vi) all proceeds thereof (collectively, the non-defaulting Underwriters may in their discretion arrange “Purchased Assets”). Each Account and each Removed Account will continue to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed owned by the Lead Underwriters Seller and NRPLC acting reasonably, in order to effect whatever changes may thereby will not be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------a Purchased Asset. (b) IfThe Receivables existing in the Initial Accounts on the Closing Date, after giving effect to any arrangements for and the purchase of Dollar Notes of a defaulting Underwriter related Purchased Assets, shall be sold by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based Seller and purchased by Dryrock Funding on the principal amount Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by the Seller and purchased by Dryrock Funding on the date such Receivables are recorded in the Seller’s system of records. The Receivables existing in Additional Accounts on the Dollar Notes which related Addition Date, and the related Purchased Assets, shall be sold by the Seller and purchased by Dryrock Funding on the related Addition Date. Receivables arising after such Underwriter agreed to purchase hereunderAddition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets will be sold by the Seller and purchased by Dryrock Funding on the date such Receivables are recorded on the Seller’s system of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultrecords. (c) IfThe Seller shall file, at its own expense, all financing statements (and amendments to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection and priority of, the Conveyance of such Purchased Assets to Dryrock Funding, and shall deliver file-stamped copies of each such financing statement or amendment or other evidence of such filing to Dryrock Funding as soon as is practicable on or after giving effect (i) the Closing Date, in the case of the Purchased Assets relating to the Initial Accounts and, (ii) if such additional filing is necessary, the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (d) The Seller shall, at its own expense, on or prior to (i) the Closing Date, in the case of Initial Accounts, and (ii) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Initial Accounts and such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding. The Seller shall indicate the sale of Receivables to Dryrock Funding in its computer files by (x) including as the first three characters in the securitization field of such computer files the code “DRY” and (y) including immediately thereafter (A) in the case of the Initial Accounts the code “000” and (B) in the case of the Additional Accounts the code “001-900.” With respect to Removed Accounts, on the applicable Removal Date, the Seller shall indicate in the appropriate computer files that Receivables reassigned in connection with such Removed Accounts have been conveyed to Dryrock Funding or its designee in accordance with Section 2.12 of the Transfer Agreement by replacing the existing code in the securitization field of such computer files with “DRY 901-999.” The Seller shall not alter the code referenced in clause (x) of this paragraph with respect to any arrangements for Account or any Removed Account during the purchase term of this Agreement unless and until (A) such Account or Removed Account becomes a Deleted Account or (B) the Seller has taken such action as is necessary or advisable to cause the interest of Dryrock Funding in the Purchased Assets to continue to be perfected and of first priority. (e) The Seller shall, at its own expense, on or prior to the Closing Date deliver to Dryrock Funding a RPA Account Schedule, which shall be supplemented and amended by the Seller on or prior to each Addition Date to include any new Additional Accounts. Such RPA Account Schedule shall specify that the Receivables arising in each such Account, and with respect to Removed Accounts the Receivables arising in such account prior to the Stop Date, have been sold to Dryrock Funding. The RPA Account Schedule, as supplemented and amended, shall be incorporated into and made a part of this Agreement. The RPA Account Schedule shall be updated by the Seller not less frequently than monthly, beginning August 2012, to include any new Related Accounts. (f) The parties to this Agreement intend that the conveyance of the principal amount of Seller’s right, title and interest in, to and under the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above Purchased Assets pursuant to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminateconstitute an absolute sale, without liability on conveying good title free and clear of any liens, claims, encumbrances or rights of others, from the part Seller to Dryrock Funding. It is the intention of the nonparties to this Agreement that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties to this Agreement that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted, and the Seller does hereby grant, to Dryrock Funding a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter of-credit rights consisting of, arising from liability for its defaultor related to the Purchased Assets, and all proceeds thereof, to secure the Seller’s obligations hereunder.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If On the terms and subject to the conditions set forth herein, Purchaser may, at its option (which such option shall be offered before the Company seeks alternative external financing), purchase in one or more transactions from the Company (each, a “Series A Purchase”), and should Purchaser exercise any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereundersuch option, the non-defaulting Underwriters may in their discretion arrange Company will sell to purchasePurchaser, free and clear of any Liens (other than restrictions on transfer under (i) federal and state securities Laws or for another party or other parties reasonably satisfactory (ii) the Investor Rights Agreement), up to NRPLC 50,000 shares of Series A Preferred Stock at a purchase price of $1,000 per share (the “Series A Preferred Stock Price Per Share”). The aggregate cash amount equal to purchasethe sum of the Series A Preferred Stock Price Per Share multiplied by the number of shares of Series A Preferred Stock which Purchaser may, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriterat its option, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC hereunder shall be entitled referred to a further period of thirty-six hours within in this Agreement as the “Total Purchase Price”, which such Total Purchase Price shall be equal to procure another party or other parties satisfactory $50,000,000.00. The cash amount equal to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf sum of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed Series A Preferred Stock Price per share multiplied by the Lead Underwriters and NRPLC acting reasonably, number of shares of Series A Preferred Stock which Purchaser purchases in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph each Series A Purchase shall be deemed referred to be an Underwriter, for purposes of in this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------each instance, as a “Per Transaction Purchase Price”. (b) If, after giving effect Prior to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) aboveeach Series A Purchase, the aggregate principal amount Company shall deliver to Purchaser a Transaction Analysis (as that term is defined in Exhibit C of the Dollar Notes which remains unpurchased does not exceed ten per centInvestment Agreement) to fund a Strategic Transaction. Within three (3) Business Days of the aggregate principal amount receipt of the Dollar Noteseach such Transaction Analysis, NRPLC Purchaser shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which (i) consider such Underwriter agreed to purchase hereunder andTransaction Analysis in good faith, (ii) determine, in addition its sole discretion, whether it shall initiate a Series A Purchase to require each non-defaulting Underwriter fund such Strategic Transaction and (iii) provide written notice to purchase the Company of its pro rata share determination (based on in the principal amount of the Dollar Notes which event that such Underwriter agreed written notice is a determination to purchase hereunder) of the principal amount of the Dollar Notes initiate a Series A Purchase, such written notice shall be deemed a “Transaction Notice”). Upon receipt of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) aboveTransaction Notice, the aggregate principal Company shall submit written notice to Purchaser in the form attached hereto as Exhibit A (a “Drawdown Notice”) specifying (i) the Per Transaction Purchase Price, which amount Purchaser shall remit to the Company by wire transfer in immediately available funds upon the applicable Closing (as defined herein), (ii) the number of shares of Series A Preferred Stock to be issued to Purchaser upon the Dollar Notes applicable Closing and (iii) the account or accounts to which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC Per Transaction Purchase Price shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultbe delivered.

Purchase. Each Underwriter severally a) Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller (as defined below) the Shares for an aggregate purchase price of $1,250,000 (the “Aggregate Purchase Price”) pursuant to the terms herein. Simultaneous herewith, and pay for such principal amount as a condition hereto, the parties have entered into an escrow agreement (a form of which is attached hereto as Exhibit A, the “Escrow Agreement”), whereby Loeb & Loeb LLP (the “Escrow Agent”) shall serve as escrow agent to hold the Aggregate Purchase Price and certain ancillary documents as set forth herein and the Escrow Agreement. The Aggregate Purchase Price shall be paid as follows and released in accordance with the terms of the Dollar Notes set out against its name Escrow Agreement: (i) As of the date hereof, (a) the Buyer has deposited with the Escrow Agent $700,000 (the “Initial Payment”), and (b) the Seller has deposited a stock power relating to 28,000 shares (the “First Stock Power”), a stock power relating to 8,000 shares (the “Second Stock Power”), a stock power relating to 8,000 shares (the “Third Stock Power”), a stock power relating to 96,000 shares (the “Fourth Stock Power”), and a separation agreement in the Schedule form attached hereto on as Exhibit B (the Closing Date at the Issue Price, all on “Separation Agreement”). Per the terms set out in of the Escrow Agreement, the Escrow Agent shall forward the Initial Payment to the Seller and deliver the Initial Stock Power to the Buyer within 48 hours after the date this Agreement. (aii) If any Underwriter shall default on its obligation On or prior to purchase Dollar Notes which it has agreed to purchase hereunderthe one month anniversary of the date of this Agreement, the non-defaulting Underwriters may Buyer shall have deposited $200,000 (the “Second Payment”) in their discretion arrange escrow with the Escrow Agent. (iii) On or prior to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwritertwo month anniversary of the date of this Agreement, the nonBuyer shall have deposited an additional $200,000 (the “Third Payment”) in escrow with the Escrow Agent. (iv) On or prior to the three month anniversary of the date of this Agreement, the Buyer shall have deposited an additional $150,000 (the “Fourth Payment”) in escrow with the Escrow Agent. b) In the event that the Buyer does not make the deposits specified in Sections 1.01(i-defaulting Underwriters do not arrange for iv), this Agreement shall be automatically terminated with no further action required by the purchase Seller. Upon such termination, Seller shall keep the any of such Dollar Notesthe Aggregate Purchase Price he has already received, then NRPLC and the Buyer shall be entitled to a further period of thirty-six hours within which keep all Shares transferred to procure another party or other parties satisfactory it pursuant to the non-defaulting Underwriters Stock Powers delivered to purchase such Dollar Notes on such terms. In the event thatBuyer, within and the respective prescribed periods, Escrow Agent shall immediately return any remaining Stock Powers to the Lead Underwriters on behalf Buyer in accordance with the terms of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Escrow Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to loan to the Company, the principal sum of One Hundred Thousand ($100,000) Dollars (the "Purchase Price"). The obligation to repay the loan from the Lender and to pay the Transaction Fee (as defined below) shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Lender in the principal amount of $120,000 (the "Debentures"). Each Debenture (i) shall provide for a conversion price (the "Conversion Price"), which price may be adjusted from time to as provided in the Debenture or in the other Transaction Agreements, (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as ANNEX I and (iii) with respect to the Debenture issued on the Closing Date, shall have such number of Warrants attached as provided in Section 4(f) below. The loan to be made by the Lender and the issuance of the Debentures and Warrants to the Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and pay sale of the Debentures and Warrants. In addition, upon the earlier to occur of (i) the failure by the Company to file with the SEC its Annual Report on Form 10-KSB for the year ended December 31, 2005 on or prior to May 17, 2006 and (ii) the failure by the Company to file with the SEC a Quarterly Report on Form 10-QSB following the required time periods (including any permitted extensions) provided in the 1934 Act and the rules and regulations thereunder for such filing, the Company shall issue to the Lender an additional Debenture at the end of such time period in the principal amount equal to the lesser of (x) $100,000 and (y) the remaining outstanding principal amount of the Dollar Notes set out against its name in the Schedule hereto Debenture issued on the Closing Date at as of the Issue Price, all on end of such time period and which shall have the terms set out and conditions of, and be substantially in this Agreementthe form attached hereto as ANNEX I (other than the issue date shall be the date of such event). (aii) If any Underwriter The Company shall default on its obligation pay to purchase Dollar Notes the Lender a transaction fee in the amount of $20,000 (the "Transaction Fee") which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled added to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes Debentures. In addition, the Company shall pay to the Lender a due diligence fee in the amount of $7,000 which such Underwriter agreed to purchase hereunder and, shall be payable in addition to require each non-defaulting Underwriter to purchase its pro rata share (based cash on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultClosing Date. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to (a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase and pay for form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal amount office of the Dollar Notes set out against its name Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful currency of the Schedule hereto on United States, of the Closing Date at Purchase Price payable in respect of the Issue Price, all on the terms set out in this Agreementnumber of shares of Warrant Shares purchased upon such exercise. (ab) The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective (i) If any Underwriter shall default the Common Stock is listed on its obligation to purchase Dollar Notes which it has agreed to purchase hereundera national securities exchange, the non-defaulting Underwriters may in their discretion arrange to purchaseNasdaq National Market, the Nasdaq system, or for another party nationally recognized exchange or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on trading system as of the terms contained herein. If within thirty-six hours after such default by any UnderwriterExercise Date, the non-defaulting Underwriters do not arrange for the purchase Fair Market Value per share of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph Common Stock shall be deemed to be an Underwriterthe last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq system or another nationally recognized exchange or trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of this Agreement, in connection with the offering and sale granting Common Stock options or issuing Common Stock under an employee benefit plan of the Dollar NotesCompany); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (bA) Ifthe Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), after giving effect to any arrangements for (B) the purchase Board of Dollar Notes Directors shall make such a determination within 15 days of a defaulting Underwriter request by the non-defaulting UnderwritersRegistered Holder that it do so, as provided in Clause 3.1(aand (C) above, the aggregate principal amount exercise of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC this Warrant pursuant to this Subsection 1(b) shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which be delayed until such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been determination is made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect Each exercise of this Warrant shall be deemed to any arrangements for have been effected immediately prior to the purchase close of business on the principal amount of day on which this Warrant shall have been surrendered to the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters Company as provided in Clause 3.1(aSubsection 1(a) above. At such time, the aggregate principal amount person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Subsection 1(d) below shall be deemed to have become the holder or holders of record of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.Warrant Shares represented by such

Purchase. Each Underwriter severally Catterton hereby agrees with Warburg that, at the Closing, Catterton wi▇▇ ▇▇▇▇▇▇se the Assigned Shares for an aggregate purchase p▇▇▇▇ ▇▇ $49,999,290 (the "CATTERTON PURCHASE PRICE") from the Company. Concurrent with the execut▇▇▇ ▇▇ ▇▇is Agreement, subject to purchase and pay for such principal amount of the Dollar Notes set out against its name conditions to the Funding in the Schedule hereto on Purchase Agreement being satisfied or waived (as determined in the Closing Date at sole discretion of Warburg, acting reasonably), Catterton will pay to Warburg the Issue Catterton Purchase Price, all on which shall ▇▇ ▇▇▇▇ in accordance with the terms set out in this te▇▇▇ ▇▇ ▇▇e Escrow Agreement. (a) If . Catterton will not be under any Underwriter shall default on its obligation to purchase Dollar Notes which the Assigned Sha▇▇▇ ▇▇ ▇▇e Closing in accordance with the first sentence of this Section 3 unless and until (i) the conditions in the Purchase Agreement to the Closing are satisfied or waived (it has agreed to purchase hereunder, the non-defaulting Underwriters may being understood that Warburg in their its sole discretion arrange to purchase, or for another party or other parties acting reasonably satisfactory to NRPLC to purchase, shall determine whether such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by conditions are satisfied); PROVIDED that Warburg shall not (A) waive any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to conditions or amend or modify the Purchase Agreement in a further period manner that affects the rights and privileges of thirty-six hours within which to procure another party or other parties satisfactory Catterton in a manner that is disproportionately adverse to the non-defaulting Underwriters adverse ▇▇▇▇▇▇ ▇uch amendment or waiver has on Warburg unless Catterton has consented thereto in writing or (B) assign any of its rig▇▇▇ ▇▇▇▇▇ the Purchase Agreement (other than to purchase an Affiliate Fund, provided that such Dollar Notes on Affiliate Fund agrees to perform the obligations of Warburg hereunder) unless Catterton has consented in writing (such terms. In consent not to be unreasonably ▇▇▇▇▇▇▇▇ or delayed) and (ii) Warburg shall have made the event thatdeposits into the Escrow Account as required by the Escrow Agreement and, within subject to the respective prescribed periodsAHI Acquisition, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC Catterton and Warburg shall each have the right to postpone receive the Closing Date for a period of time agreed by number o▇ ▇▇▇▇▇▇▇ies set forth in APPENDIX A attached hereto (subject to adjustment as described herein and in the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Purchase Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default). (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount (a) In consideration of the Dollar Notes payment of the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set out against over and otherwise convey to RFC IV (collectively, the “Conveyance”), without recourse except as provided herein, all of its name right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the Schedule hereto case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by FSB and purchased by RFC IV on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained hereinDate. If within thirty-six hours Receivables arising after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period in the Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of time agreed by business on the Lead Underwriters related Addition Cut-Off Date and NRPLC acting reasonably, thereafter arising in order to effect whatever changes may thereby be made necessary in any documents such Additional Accounts on or arrangements relating prior to the offering related Addition Date, and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph related Purchased Assets, shall be deemed to sold by FSB and purchased by RFC IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be an Underwriter, for purposes of this Agreement, in connection with sold by FSB and purchased by RFC IV on the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------date such Receivables arise. (b) IfFSB shall (i) record and file, after giving effect at its own expense, any financing statements (and amendments with respect to any arrangements for such financing statements when applicable) with respect to the purchase Purchased Assets meeting the requirements of Dollar Notes applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of a defaulting Underwriter by the non-defaulting Underwriterssuch Purchased Assets from FSB to RFC IV, (ii) cause such financing statements and amendments to name FSB, as provided in Clause 3.1(a) aboveseller, the aggregate principal amount and RFC IV, as purchaser, of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share Purchased Assets and (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunderiii) of the principal amount of the Dollar Notes deliver a file- stamped copy of such defaulting Underwriter for which financing statements or amendments or other evidence of such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultfilings to RFC IV as soon as is practicable after filing. (c) IfFSB shall, after giving effect at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC IV in accordance with this Agreement and have been conveyed by RFC IV to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to RFC IV an Account Schedule (provided, however, that such Account Schedule shall be provided in respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any arrangements for Account during the purchase term of this Agreement unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the interest of RFC IV in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by FSB on each Addition Date (or with respect to New Accounts, on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to RFC IV. It is the intention of the principal amount parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then parties hereto that this Agreement shall thereupon terminateconstitute a security agreement under applicable law, without liability on and that FSB shall be deemed to have granted, and FSB does hereby grant, to RFC IV a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the part Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the non-defaulting Underwriters; but nothing herein obligations of FSB hereunder. With respect to such security interest and such collateral, the Trustee shall relieve have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a defaulting Underwriter from liability for secured creditor under the UCC. (f) Each Account will continue to be owned by FSB and is not a Purchased (g) By executing this Agreement, each of FSB and RFC IV acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the Original Agreement and any of its defaultexisting obligations under the Original Agreement shall remain in full force and effect under this Agreement, as amended and restated.

Purchase. Each Underwriter severally agrees (a) The Securitization Company Agent shall offer -------- Interests for sale on each Liquidity Event Date and shall offer to purchase the relevant Liquidity Providers Participation Interests or Ownership Interests for sale on each Liquidity Provider Event Date and pay Certificate Purchase Event Date by delivery of a notice to that effect (the "Notice of Purchase"). Such Notice of Purchase must be given no later than 12:00 noon (New York City time) on the Business Day of such purchase, shall be sent by telecopier, telex or cable to the Liquidity Agent, the Series Representative and all Liquidity Providers concurrently (with a copy to the Rating Agencies), and shall specify (i) the date of such purchase, (ii) whether a Participation Interest or an Ownership Interest is being purchased, (iii) the Certificate Interest to be purchased (if a Participation Interest is being purchased), (iv) the Purchase Price for such principal amount of Liquidity Provider payable by such Liquidity Provider on such Purchase Date and (v) the Dollar Notes account into which the Purchase Price is to be deposited. On each such Purchase Date for a Liquidity Provider, such Liquidity Provider shall purchase, without recourse to CRC other than as set out against its name in the Schedule hereto on the Closing Date at the Issue Priceforth herein, all and otherwise on the terms and conditions herein set out forth, Participation Interests or Ownership Interests that the Securitization Company Agent, as the agent for CRC, offers for sale. Upon delivery of a Notice of Purchase to any Liquidity Provider on a Purchase Date, prior to 3:45 P.M. (New York City time) on such Purchase Date, each such Liquidity Provider shall pay to the Securitization Company Agent for the account of CRC in immediately available funds in United States dollars, by depositing to the account designated in the Notice of Purchase, such Liquidity Provider's Purchase Price. In the event that the Notice of Purchase delivered on a Purchase Date does not contain the Purchase Price, such Liquidity Provider shall nevertheless be obligated to make such purchase as of such Purchase Date, but shall remit the Purchase Price therefore upon notice from the Securitization Company Agent of such Purchase Price. (b) Notwithstanding the foregoing, a Liquidity Provider shall not be obligated to make a purchase under Section 2(a) above if, (i) on the date of such purchase an Insolvency Event shall have occurred with respect to CRC, (ii) after giving effect to such purchase, the aggregate Purchase Price paid by such Liquidity Provider would exceed such Liquidity Provider's Maximum Liquidity Commitment or (iii) to the extent the amount of such purchase is in excess of the Purchase Price for such Liquidity Provider at any time other than when any Liquidity Provider owns a Participation Interest therein. (c) Each Liquidity Provider's obligation hereunder shall be several, such that the failure of any Liquidity Provider to make payment pursuant to subsection (a) above to the Securitization Company Agent in connection with any purchase hereunder shall not relieve any other Liquidity Provider of its obligation hereunder to make payment pursuant to subsection (a) above for any purchase, and if any Liquidity Provider shall fail to purchase or make payment pursuant to subsection (a) above for any purchase hereunder, each remaining Liquidity Provider shall (subject to the provisions of subsection (b) above) purchase a pro rata portion of the Participation Interest or Ownership Interest, as the case may be, that was to be purchased by the defaulting Liquidity Provider. (d) Each Liquidity Provider's Liquidity Commitment shall be irrevocable from the effective date of this Agreement or as set forth in the applicable Assignment, as the case may be, until the earlier of the Purchase Termination Date or the date on which the Liquidity Agent notifies the Liquidity Providers that the Certificate Purchase Agreement has been terminated and all amounts due in respect of the Invested Amount and Interest have been paid in full notwithstanding (i) any determination that the purchase hereunder or the applicable Assignment is void or invalid or (ii) the failure on the part of CRC or any other party to execute such documents or consent to such purchase. (e) The Securitization Company Agent shall determine whether any date is a Purchase Date, and if a Purchase Date shall occur, the Securitization Company Agent, as agent for CRC, shall sell a Participation Interest in a Certificate Interest or Ownership Interest in the Certificate, as the case may be, to the Liquidity Providers in accordance with the provisions of this Agreement. (af) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for Upon the purchase of such Dollar Notesan Ownership Interest pursuant to Section 2(a) hereof, then NRPLC the Securitization Company Agent on behalf of CRC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory present the Certificate to the non-defaulting Underwriters Trustee for transfer to purchase such Dollar Notes on such termsthe Liquidity Providers and the Trustee shall register new Certificates in the names of each applicable Liquidity Provider, reflecting each applicable Liquidity Provider's ownership of its Percentage of the Certificate. In the event that, within the respective prescribed periods, Trustee is unable to deliver new Certificates on the Lead Underwriters on behalf date of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the any purchase of such Dollar Notesan Ownership Interest in accordance with this Agreement, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph then each Liquidity Provider shall be deemed to be have purchased a Participation Interest in a Certificate Interest equal to 100% of the Certificate which shall convert to an UnderwriterOwnership Interest on the date the Certificates are delivered to each applicable Liquidity Provider. (g) Each Liquidity Provider hereby covenants and agrees to remit to the Securitization Company Agent, on behalf of CRC, CRC's pro rata share of any payments of Interest paid to and received by such Liquidity Provider in respect of the Invested Amount for any Interest Period during which CRC was the holder of the interest in the Trust represented by the portion of the Invested Amount assigned to such Liquidity Provider. For the purposes of this Agreementsubsection (i), in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its CRC's pro rata share (shall be based on upon the principal amount number of days during such Interest Period that CRC held the portion of the Dollar Notes which Invested Amount assigned to such Underwriter agreed Liquidity Provider. The obligations of each Liquidity Provider under this subsection (i) shall survive the termination of this Agreement as to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultLiquidity Provider. (ch) IfNotwithstanding the foregoing, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided nothing contained in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on limit or otherwise restrict the part right of CRC to assign and transfer the Certificate or any portion of the non-defaulting Underwriters; but nothing herein shall relieve Invested Amount to any Person other than a defaulting Underwriter from liability for its defaultLiquidity Provider at any time other than when any Liquidity Provider owns a Participation Interest therein.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Ninth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all Price on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Ninth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC Abbey to purchase, such Dollar Ninth Issuer Notes on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Ninth Issuer Notes, then NRPLC Abbey shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Ninth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Ninth Issuer Notes, or NRPLC Abbey notifies the non-defaulting Underwriters that it has they have so arranged for the purchase of such Dollar Ninth Issuer Notes, the non-defaulting Underwriters or NRPLC Abbey shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablynot more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Ninth Issuer Notes. Any substitute purchaser of Ninth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Dollar Ninth Issuer Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Ninth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Ninth Issuer Notes which remains unpurchased does not exceed ten 10 per cent. of the aggregate principal amount of the Dollar Ninth Issuer Notes, NRPLC then Abbey shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Ninth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Ninth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Ninth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Ninth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Ninth Issuer Notes which remains unpurchased exceeds ten 10 per cent. of the aggregate principal amount of the Dollar Ninth Issuer Notes, or if NRPLC Abbey shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Ninth Issuer Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. (a) On the terms and subject to the conditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Underwriter Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to purchase and pay for make participation advances in connection with any draws under such principal Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the lesser of (x) the Purchase Limit and (y) an amount equal to the Net Receivables Pool Balance plus the Dollar Notes set out against its name Equivalent of any amount on deposit in the Schedule hereto LC Collateral Account minus the Total Reserves, (iii) LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iv) the aggregate Capital of the Alternative Currency Purchases would exceed the Alternative Currency Sublimit. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the Closing outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to Section 1.15. (b) In addition, in the event the Seller fails to reimburse the LC Bank for the full Dollar Equivalent amount of any drawing under any Letter of Credit on the applicable Drawing Date at (out of its own funds available therefor) pursuant to Section 1.15, then the Issue PriceSeller shall, all automatically (and without the requirement of any further action on the part of any Person hereunder), be deemed to have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as applicable, on such date, on the terms and subject to the conditions hereof, in an amount equal to the amount of such Reimbursement Obligation after giving effect to the application of funds available in the LC Collateral Account, if any, at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set out forth in this Agreementparagraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (ac) If The Seller may, upon sixty (60) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Underwriter Purchaser Group plus the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunderbe in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the non-defaulting Underwriters may Purchase Limit shall in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on no event be reduced below $125,000,000. Each reduction in the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC Commitments hereunder shall be entitled to a further period made ratably among the Purchasers in accordance with their respective Commitments and the Alternative Currency Sublimit shall be ratably reduced. The Administrator shall advise the Purchaser Agents of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that any notice received by it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or reduction shall be effective unless and until (i) in the case of a termination, the Dollar Equivalent of the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the Dollar Equivalent of the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by such partial reduction. (d) Each of the parties hereto hereby acknowledges and agrees that the Purchaser Group that includes PNC, as a Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser, and each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a) shall be deemed to be an Underwriter, for purposes of this Agreement, a request that the Related Committed Purchasers in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata PNC’s Purchaser Group make their ratable share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultPurchases. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees The Licensor may at all times seek a Purchaser for any or all of the Intellectual Property Rights held by the Licensor from time to time. On the reasonable request of the Licensor, Alpharma shall permit the Licensor or its agent or representative to use any Registration Dossier originated pursuant to the Technology Licence and Option Agreement (and such other information as may be supplied by Alpharma to the Licensor from time to time), in the Licensor's search for a Purchaser. If during the Licence Period a Purchaser is found and offers to purchase any or all of the Intellectual Property Rights (which includes the Know-How, the Licensed Patents and pay the Trade ▇▇▇▇ licensed hereunder in the Territory) for a price that will enable Alpharma to receive ****, then Alpharma shall be obliged and hereby undertakes to accept the Purchaser's offer and consent to the part of the Intellectual Property Rights licensed to Alpharma being included in such sale. If a Purchaser requires a sale of any of the Business Assets as part of a sale of the Intellectual Property Rights pursuant to Clause 9.3, then, provided Alpharma is able to receive pursuant to such Clause ****, Alpharma shall be obliged, and hereby undertakes (without entitlement to any additional payment or further consideration) to sell (or procure the sale of) such Business Assets to the Purchaser with full title guarantee, free from all encumbrances, and with all relevant third party consents, with a view to the Purchaser carrying on the Business as a going concern in succession to Alpharma. Alpharma acknowledges and agrees that in the event of such sale it shall not seek, claim or otherwise be entitled to recover any additional payment as further consideration for such principal amount sale otherwise than as provided under Clauses 9.3 and 9.5. Alpharma further agrees and undertakes that it will not during the Licence Period sell, transfer or otherwise dispose of any of the Dollar Notes set out against its name Business Assets (except for inventory sold in the Schedule hereto on ordinary course of business, raw material converted into inventory and other Business Assets reaching the Closing Date at end of their normal commercial life or contractual assets, such as leased property, reaching the Issue Priceend of their contractual term) otherwise than with the consent of the Licensor such consent not to be unreasonably withheld. Any sale of Intellectual Property Rights (including Third Party Licences) shall be subject to the receipt of all relevant third party consents without payment by Alpharma to said third party(ies) for such consents. If a Purchaser is found within the Licence Period, and such Purchaser agrees in principle to purchase any or all of the Intellectual Property Rights (which include the Know-How, the Licensed Patents and the Trade ▇▇▇▇ licensed hereunder in the Territory) and, if applicable, the Business Assets pursuant to Clause 9.4, Alpharma and the Licensor agree that they will acting reasonably and in good faith fully cooperate with each other to reach agreement with the Purchaser on the terms of the purchase agreement, including the giving of such representations, warranties, indemnities and undertakings to the Purchaser as are usual and reasonable in such transactions; and on completion of the sale to the Purchaser: the licences granted in Clause 3 shall immediately terminate; the total consideration paid at or after completion of the sale will be divided between Alpharma and the Licensor on the following basis: Alpharma: ****; and the Licensor: all amounts not payable to Alpharma under Clause 9.5.2.1; preference shall be given to a cash Purchaser but, if extended terms are granted, the Purchaser shall (i) have an A credit rating or better or (ii) provide a bank guarantee for each extended payment and (iii) unless otherwise agreed to by the Licensor and Alpharma be granted extended terms no greater than **** from the date of closing of the purchase agreement; should the Purchaser propose an arrangement other than that envisaged in Clause 9.5.3 but acceptable to the Licensor and Alpharma, then the Licensor and Alpharma shall, acting reasonably and in good faith, enter into negotiations to divide such consideration in a manner reasonably calculated to attain the split described in Clause 9.5.2; they will each bear their own costs in the preparation, negotiation and completion of such agreement; and Alpharma shall continue to be fully responsible for those liabilities of the Business remaining with Alpharma after such sale. The **** at date of completion of any sale to a Purchaser as the case may be, shall be determined and certified by PriceWaterhouse Coopers (or such other independent firm as the Parties may determine) adopting those accounting principles previously used by Alpharma in its audited financial statements and having first carried out a physical inspection of the Business Assets. Such firm shall act as an expert, not as an arbitrator, and its findings shall, in the absence of manifest error, be final and binding on the Parties. The determination and certification to be carried out pursuant to this Clause 9.6 shall be conducted at the equal expense of Alpharma and the Licensor. If there is no Purchaser found during the Licence Period, then the Extended Licence Period shall commence and: the licences granted to Alpharma under Clause 3.1 shall, subject to Clause 9.7.2 and 9.7.3, become fully paid up at no further cost to Alpharma; Alpharma shall forthwith reimburse the Licensor on demand for all external costs associated with the prosecution and maintenance of the Licensed Patents upon submission of valid invoices in relation thereto to Alpharma; the Licensor shall at any time in its sole discretion have the option of assigning all rights in all the Licensed Patents, Trade ▇▇▇▇ and Know-How in the Territory to Alpharma, which assignment shall be at no further cost to Alpharma other than reimbursement to the Licensor (promptly upon demand) of all reasonable external costs (including, without limitation, legal costs and costs payable to the Patent and Trademark Offices in the countries comprising the Territory) incurred by the Licensor to effect such transfer. Alpharma shall indemnify the Licensor against any loss, damages. liabilities, costs, claims or expenses which the Licensor may suffer or incur as a result of any failure by Alpharma to comply with its obligations under this Clause 9. Each Party undertakes that it shall keep secret and confidential all Confidential Information communicated to it by any of the others and shall not use or disclose the same or any part thereof to any person whatsoever except as provided in this Clause 10. Each Party may disclose Confidential Information to those of its key directors, employees or consultants on a need to know basis who are directly concerned with the Licensed Product (and in the case of the Licensor to any potential Purchaser), provided that, before any such disclosure, it shall ensure that each of the relevant persons: is made aware of the confidential nature of the Confidential Information; acknowledges in writing that he or she owes a duty of confidence to the Party which originally disclosed the Confidential Information; enters into a confidentiality undertaking in such form as the Party whose Confidential Information is being disclosed may reasonably specify, and complies with the obligations set out in that confidentiality undertaking. Each Party may also disclose Confidential Information to: its auditors, and financial and legal advisers and any other persons having a legal right or duty to know the Confidential Information in connection with the business of the Party; to any Regulatory Authority as required to file and prosecute to grant a Product Licence in that country; and where ordered by a court of competition jurisdiction to do so or in accordance with the rules from time to time in force of any applicable recognised investment exchange (as defined by the Financial Services Act 1986) or there is any other statutory obligation to do so, provided always that, where practicable (and, in any event excluding disclosures pursuant to Clause 10.3.3), the Party required to make such disclosure shall notify the Party who owns the Confidential Information, identifying the Information in question and giving the latter Party adequate time to make representations about the required disclosure to any relevant bodies. The Party required to make such disclosure shall further use its reasonable endeavours to ensure that any such persons to whom the Confidential Information is required to be disclosed under this Clause 10.3 hold it in confidence in accordance with the terms of this Agreement. (a) If . Each Party may disclose Confidential Information to a sublicensee properly appointed in accordance with the Agreement, provided that before any Underwriter such disclosure the disclosing Party shall default have entered into a confidentiality undertaking with its sublicensee on its obligation terms no less onerous than the provisions of this Clause 10. Each Party shall take all reasonable steps to purchase Dollar Notes minimise the risk of disclosure of Confidential Information and a breach of Clause 10 including, but not limited to: ensuring that only persons whose duties require them to possess Confidential Information have access to it; and by effecting and maintaining adequate security measures to safeguard the Confidential Information from unauthorised access, use and misappropriation, including, but not limited to, providing proper and secure storage for papers, drawings and other material within the Confidential Information and forbidding unauthorised persons access to the place or places where these are stored. Each Party undertakes to notify the relevant other Party promptly of any unauthorised use, copying or disclosure of any Confidential Information belonging to that Party of which it has agreed becomes aware and to purchase hereunderprovide all reasonable assistance to the latter Party to terminate such unauthorised use and/or disclosure. In the event that the obligation of confidentiality imposed by the Agreement is breached by any Party either wilfully or negligently or carelessly, then the nonParty at fault shall be responsible to the injured Party for all the damages arising from the breach and communication to the third party of the Confidential Information excluding indirect, consequential damages and loss of profits, provided that such injured Party shall nevertheless be obliged to mitigate its loss in such circumstances. The provisions of this Clause 10 shall not apply to any Confidential Information which: is or comes into the public domain through no fault of the receiving Party, its employees agents or sub-defaulting Underwriters may contractors; or is lawfully disclosed to the receiving Party by a third party rightfully in their discretion arrange possession of it; or is independently developed by the receiving Party without access to purchase, or for another party knowledge or other parties reasonably satisfactory use of the Confidential Information. The Parties further agree to NRPLC to purchase, such Dollar Notes on treat the terms contained herein. If within thirty-six hours after of this Agreement as confidential and no Party may disclose such default by terms to any Underwriterthird party (except to those persons listed in Clauses 10.2 and 10.3 and only in accordance with the terms of those Clauses) without the prior written consent of the other Parties, the non-defaulting Underwriters do which consent shall not arrange for the purchase of such Dollar Notesbe unreasonably withheld or delayed, then NRPLC except that Alpharma shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to disclose the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf existence of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of Agreement and its material terms to such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, persons in connection with its obligations as a listed public company and the offering making of appropriate filings with the Securities and sale Exchange Commission and the New York Stock Exchange as may be recommended by its chief legal officer. The provisions of this Clause 10 shall remain in force without limit in time and notwithstanding termination of this Agreement howsoever occurring. Subject to Clause 9.6.2, upon an assignment pursuant to Clause 9.6.3, the Licensor undertakes at Alpharma's cost and expense to apply to record the change of ownership with respect to those of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect Licensed Patents which it acquired prior to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default31st December 2003. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. The Master Issuer confirms that it has authorized the Underwriters to offer the U.S. Issue 2007-1 Notes on its behalf for subscription at the Issue Price subject to signature of this Agreement. Subject to Clause 3.2(a), the Master Issuer acknowledges and agrees that the Underwriters may offer and sell the U.S. Issue 2007-1 Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the U.S. Issue 2007-1 Notes to or through any Underwriter. Each Underwriter severally and not jointly agrees to purchase and pay for such principal amount of the Dollar U.S. Issue 2007-1 Notes set out against its name in the Schedule I hereto on the Closing Date at the Issue Price, all Price on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar U.S. Issue 2007-1 Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC Abbey to purchase, such Dollar U.S. Issue 2007-1 Notes on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar U.S. Issue 2007-1 Notes, then NRPLC Abbey shall be entitled to a further period of thirty-six 36 hours within which to procure that another party or other parties satisfactory to the non-non- defaulting Underwriters to purchase such Dollar U.S. Issue 2007-1 Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Dollar U.S. Issue 2007-1 Notes, or NRPLC Abbey notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar U.S. Issue 2007-1 Notes, the non-defaulting Underwriters or NRPLC Abbey shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablynot more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar U.S. Issue 2007-1 Notes. Any substitute purchaser of U.S. Issue 2007-1 Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Dollar U.S. Issue 2007-1 Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar U.S. Issue 2007-1 Notes of a defaulting Underwriter by the non-non- defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar U.S. Issue 2007-1 Notes which remains unpurchased does not exceed ten 10 per cent. of the aggregate principal amount of the Dollar U.S. Issue 2007-1 Notes, NRPLC then Abbey shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar U.S. Issue 2007-1 Notes which such Underwriter agreed to purchase hereunder and, in addition addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar U.S. Issue 2007-1 Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar U.S. Issue 2007-1 Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar U.S. Issue 2007-1 Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above3.1(b), the aggregate principal amount of the Dollar U.S. Issue 2007-1 Notes which remains unpurchased exceeds ten 10 per cent. of the aggregate principal amount of the Dollar U.S. Issue 2007-1 Notes, or if NRPLC Abbey shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar U.S. Issue 2007-1 Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Ninth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all Price on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Ninth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC Abbey to purchase, such Dollar Ninth Issuer Notes on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Ninth Issuer Notes, then NRPLC Abbey shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Ninth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Ninth Issuer Notes, or NRPLC Abbey notifies the non-defaulting Underwriters that it has they have so arranged for the purchase of such Dollar Ninth Issuer Notes, the non-defaulting Underwriters or NRPLC Abbey shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablynot more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Ninth Issuer Notes. Any substitute purchaser of Ninth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Dollar Ninth Issuer Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Ninth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Ninth Issuer Notes which remains unpurchased does not exceed ten 10 per cent. of the aggregate principal amount of the Dollar Ninth Issuer Notes, NRPLC then Abbey shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Ninth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Ninth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Ninth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Ninth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Ninth Issuer Notes which remains unpurchased exceeds ten 10 per cent. of the aggregate principal amount of the Dollar Ninth Issuer Notes, or if NRPLC Abbey shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Ninth Issuer Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements (as defined below), the Lender hereby agrees to purchase and pay for such loan to the Company the principal amount specified on the Lender's signature page of this Agreement (the "Purchase Price"), out of the aggregate amount being loaned by all Lenders of US $750,000 (the "Aggregate Purchase Price"). (ii) The obligation to repay the loan of the relevant Purchase Price from the Lender shall be evidenced by the Company's issuance of one or more Notes to the Lender in the principal amount of one hundred eight percent (108%) of the Dollar Notes set out against its name Purchase Price paid by the Lender on or in connection with the Schedule hereto Closing Date. Each Note shall be payable on the earlier of (A) the date (the "Stated Maturity Date") which is the later of May 25, 2006 or the date which is one hundred twenty (120) days after the Closing Date at or (B) the Issue Price, all date on which the New Transaction Threshold (as defined in the Note) occurs. Each Note shall be in the form of ANNEX I annexed hereto. Repayment of the Note shall be secured under the terms set out of a Security Interest Agreement between the Company, as debtor, and the Lender, as secured party (the "Security Interest Agreement"), substantially in this Agreementthe form annexed hereto as ANNEX V. (iii) In consideration of the loan to be made by the Lender, the Company will issue to such Lender the Warrant to purchase the number of shares of the Company's Common Stock as provided in Section 4 hereof. (aiv) If any Underwriter shall default on its obligation The loan to purchase Dollar Notes which it has agreed be made by the Lender and the issuance of the Note and the Warrant to purchase hereunder, the non-defaulting Underwriters may Lender and the other transactions contemplated hereby are sometimes referred to herein and in their discretion arrange to purchase, or for another party or the other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for Transaction Agreements as the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant Securities (as defined below), and are referred to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with collectively as the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default"Transactions. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default."

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to purchase loan to the Company the principal amount set forth on the Lender's signature page of this Agreement (the "Aggregate Purchase Price"), out of the aggregate amount being loaned by all Lenders of $2,000,000 (the "Total Purchase Price"). (ii) The Aggregate Purchase Price shall be deposited by the Lender with the Escrow Agent by the Trading Day immediately before the Initial Closing Date (as those terms are defined below). (iii) The Aggregate Purchase Price shall be released to the Company, subject to the terms of this Agreement and pay the Joint Escrow Instructions (as defined below), as follows: (a) fifty percent (50%) of the Aggregate Purchase Price (the "Initial Purchase Price") shall be paid to the Company on the Initial Closing Date, and (b) fifty percent (50%) of the Aggregate Purchase Price (the "Additional Purchase Price") shall be paid to the Company on the Additional Closing Date (as defined below). The applicable portion of the Aggregate Purchase Price paid to the Company on or in connection with the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. (iv) The obligation to repay the loan of the relevant Purchase Price from the Lender shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Lender in such principal amount of (the Dollar Notes set out against its name Convertible Debentures issued to the Lender, the "Debentures"). Each Debenture (i) shall provide for a conversion price (the "Conversion Price"), which shall initially be the Fixed Conversion Price (as defined below), which price may be adjusted from time to as provided in the Schedule hereto on Debenture or in the Closing Date at the Issue Priceother Transaction Agreements, all on the terms set out in this Agreement. and (aii) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right terms and conditions of, and be substantially in the form attached hereto as, ANNEX I. The loan to postpone the Closing Date for a period of time agreed be made by the Lead Underwriters Lender and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating the issuance of the Debentures and the Warrants to the offering Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant Debentures and Warrants. (v) The Purchase Price to this paragraph be paid by the Lender shall be deemed equal to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale face amount of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------Debentures being purchased on the relevant Closing Date (as defined below) and shall be payable in United States Dollars. (bvi) IfWith respect to the Initial Closing Date, the Company will deliver the relevant Certificates (as defined below) to the Escrow Agent within five (5) Trading Days after giving effect the Escrow Agent notifies the Company that the Escrow Agent has on deposit cleared funds equal to (x) at least $1,000,000 of the Aggregate Purchase Price (the "Minimum Purchase Price") for one or more Lenders and (y) thereafter, any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, additional Initial Purchase Price. Such Certificates shall be held in escrow as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultJoint Escrow Instructions. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally (a) RPA Seller agrees to purchase contribute, and pay for such principal amount does hereby -------- contribute to Buyer, and Buyer agrees to accept, and does hereby accept, from RPA Seller on the RPA Closing Date, all of the Dollar Notes set out against its name Existing Assets. The contribution and sales of the Existing Assets from RPA Seller to Buyer are subject in each case to any rights in the Schedule hereto Existing Assets transferred, assigned, set over or otherwise conveyed to the FCMT Trustee pursuant to the Existing Pooling Agreement. It is understood and agreed that the obligations of RPA Seller specified herein with respect to the Receivables, including its repurchase obligations under Article VI of this Agreement, shall apply to all Receivables, whether originated before, on or after the RPA Closing Date. RPA Seller and Buyer hereby agree that each existing Receivable sold by RPA Seller to First Consumers Master Trust pursuant to the Existing Pooling Agreement before the RPA Closing Date shall be deemed for all purposes (including the representations and warranties in the second sentence of Section 4.1(l) and RPA Seller's repurchase -------------- obligations under Section 6.1) to have been sold by RPA Seller to Buyer on the Closing Date at ----------- date on which it was so sold to First Consumers Master Trust. RPA Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the Issue Pricesecurity interest in which has been transferred to Buyer hereby and which are maintained with RPA Seller or of which RPA Seller has possession, all shall be so maintained and held by RPA Seller on behalf and for the benefit of Buyer, in accordance with the terms set out in of this Agreement. Additionally, for purposes of perfecting Buyer's security interest in bank accounts pledged to RPA Seller, which security interest RPA Seller has transferred to Buyer hereunder, this Agreement constitutes and shall be deemed (i) notice to RPA Seller by Buyer of Buyer's security interest in such bank accounts, and (ii) RPA Seller's acknowledgment of and consent to Buyer's notice and Buyer's security interest in such bank accounts. (ab) If any Underwriter shall default Subject to and upon the terms and conditions hereinafter set forth, RPA Seller (i) hereby sells, transfers, conveys, and assigns to Buyer, without recourse, all of RPA Seller's right, title, and interest in, to, and under the Receivables existing at the opening of business on its obligation the RPA Closing Date (excluding Receivables in respect of Defaulted Accounts), and thereafter created in respect of each Account listed on Schedule One identified by account number ------------ and by Receivable balance as of the RPA Closing Date and each Account automatically designated pursuant to purchase Dollar Notes which it has agreed Section 2.2(c), together with all monies -------------- due or to purchase hereunderbecome due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the non-defaulting Underwriters may rights to receive amounts paid or payable as Interchange with respect to such Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all the foregoing (the "Transferred ----------- Assets"), and (ii) subject to the provisions of Section 2.2, on each Addition ------ ----------- Date RPA Seller shall sell, transfer, convey and assign to Buyer, without recourse, all of RPA Seller's rights, titles, and interests in, to, and under the Receivables then existing or thereafter created in their discretion arrange respect of each Additional Account designated in a Supplemental Conveyance (excluding those referred to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes in clause (i) above) effective on the terms contained herein. If within thirty-six hours after such default by any UnderwriterAddition Date therefor, ---------- together with all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the non-defaulting Underwriters do not arrange rights to receive amounts paid or payable as Interchange with respect to such Additional Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all of the foregoing (all of which, upon any such conveyance, shall be included in the Transferred Assets). (c) In connection with such sale and conveyance, RPA Seller shall, at its own expense, on or prior to the RPA Closing Date (i) indicate or cause to be indicated in its computer files relating to the Receivables that Receivables created in connection with the Accounts have been sold to Buyer in accordance with this Agreement and transferred to the Receivables Trust pursuant to the Servicing Agreement for the benefit of the Securityholders and (ii) deliver or cause to be delivered to Buyer (or to the Receivables Trustee, if Buyer so directs) a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and by the Receivables balance as of the RPA Closing Date. (d) In connection with such sale and conveyance, including such sale and conveyance made pursuant to Section 2.1(a), RPA Seller agrees (i) to record and -------------- file, at its own expense, any financing statement for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory accounts with respect to the non-defaulting Underwriters Existing Assets and the Transferred Assets, including the Receivables now existing and hereafter created in respect of each Account (including Receivables in Additional Accounts), meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to purchase such Dollar Notes on such terms. In perfect the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser Existing Assets and the Transferred Assets from RPA Seller to Buyer, and (ii) to deliver a file-stamped copy of Notes pursuant to this paragraph shall be deemed to be an Underwritersuch financing statements or other evidence of such filings (which may, for purposes of this AgreementSection 2.1, in connection with the offering and sale consist of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes telephone confirmations of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultfilings) to Buyer (or to ----------- the Receivables Trustee, if Buyer so directs) on or prior to the RPA Closing Date. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter (a) At the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to such Seller’s Purchased Interests, and the Company hereby agrees to purchase and pay for such principal amount Purchased Interests at a purchase price per Purchased Interest equal to the per share price at which the Company sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). In addition, in the event that the underwriters named in the Underwriting Agreement purchase Optional Securities (as defined in the Underwriting Agreement) on any date, at the applicable Additional Closing (as defined below), subject to the satisfaction of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on conditions and to the terms set out forth in this Agreement. (aparagraphs 1(b) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunderand 1(c) below, the non-defaulting Underwriters may in their discretion arrange Company hereby agrees to purchase, and each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company a number of additional Common Units and corresponding number of shares of Class B common stock in an amount with respect to such Seller equal to the Applicable Percentage set forth opposite its name on Schedule I hereto, multiplied by the total number of Optional Securities purchased (as rounded by the Company in its sole discretion to the next higher or for another party or other parties reasonably satisfactory lower whole number) (each such Common Unit together with its corresponding share of Class B Common Stock to NRPLC to purchasebe sold by such Seller, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase an “Additional Purchased Interest” of such Dollar NotesSeller), then NRPLC shall be entitled to at a further period of thirty-six hours within which to procure another party or other parties satisfactory purchase price per Additional Purchased Interest equal to the non-defaulting Underwriters to purchase such Dollar Notes on such termsPer Share Purchase Price. In Notwithstanding the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablyforegoing, in order no event shall any Seller be obligated to effect whatever changes may thereby be made necessary sell more than the number of Additional Purchased Interests set forth opposite its name on Schedule I hereto in any documents one or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------more Additional Closings. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount The obligations of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter Company to purchase the principal amount Purchased Interests from any Seller shall be subject to (i) the closing of the Dollar Notes which Public Offering, (ii) the representations and warranties of such Underwriter agreed Seller being true and correct in all material respects as of the Closing and (iii) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller on or prior to the Closing. The obligations of the Company to purchase hereunder and, in addition any Additional Purchased Interests from any Seller shall be subject to require each non-defaulting Underwriter to purchase its pro rata share (based on i) the principal amount closing of the Dollar Notes which such Underwriter agreed to purchase hereunder) Public Offering and the applicable sale of the principal amount Optional Securities to the underwriters prior to the applicable Additional Closing, (ii) the representations and warranties of such Seller being true and correct in all material respects as of the Dollar Notes Additional Closing and (iii) such Seller having complied in all material respects with all of the covenants required to be performed by such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultSeller on or prior to the Additional Closing. (c) If, after giving effect to any arrangements for the purchase The closing of the principal amount sale of the Dollar Notes Purchased Securities (the “Closing”) shall take place immediately following the closing of a defaulting Underwriter the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the non-defaulting Underwriters Company and the Sellers. Each closing of Additional Purchased Interests, if any (an “Additional Closing”), shall take place from time to time after the Closing promptly after receipt by the Company of written notice from the Representatives (as provided defined in Clause 3.1(athe Underwriting Agreement) above, the aggregate principal amount pursuant to Section 3 of the Dollar Notes which remains unpurchased exceeds ten per cent. Underwriting Agreement, at the offices of the aggregate principal amount of the Dollar NotesCompany, or if NRPLC at such other time and place as may be agreed upon by the Company and the Sellers. (d) At the Closing and each Additional Closing, each Seller shall not exercise deliver to the right described in Clause 3.1(b) above Company or as instructed by the Company duly executed transfer powers relating to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwritersuch Seller’s Purchased Interests or Additional Purchased Interests, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.as

Purchase. The Master Issuer confirms that it has authorized the Underwriters to offer the U.S. Issue 2007-2 Notes on its behalf for subscription at the Issue Price subject to signature of this Agreement. Subject to Clause 3.2(a), the Master Issuer acknowledges and agrees that the Underwriters may offer and sell the U.S. Issue 2007-2 Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the U.S. Issue 2007-2 Notes to or through any Underwriter. Each Underwriter severally and not jointly agrees to purchase and pay for such principal amount of the Dollar U.S. Issue 2007-2 Notes set out against its name in the Schedule I hereto on the Closing Date at the Issue Price, all Price on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar U.S. Issue 2007-2 Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC Abbey to purchase, such Dollar U.S. Issue 2007-2 Notes on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar U.S. Issue 2007-2 Notes, then NRPLC Abbey shall be entitled to a further period of thirty-six 36 hours within which to procure that another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar U.S. Issue 2007-2 Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Dollar U.S. Issue 2007-2 Notes, or NRPLC Abbey notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar U.S. Issue 2007-2 Notes, the non-defaulting Underwriters or NRPLC Abbey shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablynot more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar U.S. Issue 2007-2 Notes. Any substitute purchaser of U.S. Issue 2007-2 Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Dollar U.S. Issue 2007-2 Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar U.S. Issue 2007-2 Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar U.S. Issue 2007-2 Notes which remains unpurchased does not exceed ten 10 per cent. of the aggregate principal amount of the Dollar U.S. Issue 2007-2 Notes, NRPLC then Abbey shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar U.S. Issue 2007-2 Notes which such Underwriter agreed to purchase hereunder and, in addition addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar U.S. Issue 2007-2 Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar U.S. Issue 2007-2 Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar U.S. Issue 2007-2 Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar U.S. Issue 2007-2 Notes which remains unpurchased exceeds ten 10 per cent. of the aggregate principal amount of the Dollar U.S. Issue 2007-2 Notes, or if NRPLC Abbey shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar U.S. Issue 2007-2 Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without Back to Contents liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to purchase loan to the Company the principal amount set forth on the Lender's signature page of this Agreement (the "Aggregate Purchase Price"), out of the aggregate amount being loaned by all Lenders of $_____________1 (the "Total Purchase Price"). -------------------- 1 Amount to be inserted at Initial Closing Date (as defined below), not less than $2,000,000 [provided, (ii) The Aggregate Purchase Price shall be payable by the Lender to the Company as follows: (a) fifty percent (50%) of the Aggregate Purchase Price (the "Initial Purchase Price") shall be deposited by the Lender with the Escrow Agent on or before the Initial Closing Date and pay shall be paid to the Company within two Trading Days after the Company files the Registration Statement, as provided below and in the Joint Escrow Instructions (as those terms are defined below) and (b) fifty percent (50%) of the Aggregate Purchase Price (the "Additional Purchase Price") shall be paid to the Company on the Additional Closing Date (as defined below). The applicable portion of the Aggregate Purchase Price paid on the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. (iii) The obligation to repay the loan of the relevant Purchase Price from the Lender shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Lender in such principal amount of (the Dollar Notes set out against its name Convertible Debentures issued to the Lender, the "Debentures"). Each Debenture (i) shall provide for a conversion price (the "Conversion Price"), which shall initially be the Fixed Conversion Price (as defined below), which price may be adjusted from time to as provided in the Schedule hereto on Debenture or in the Closing Date at the Issue Priceother Transaction Agreements, all on the terms set out in this Agreement. and (aii) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right terms and conditions of, and be substantially in the form attached hereto as, ANNEX I. The loan to postpone the Closing Date for a period of time agreed be made by the Lead Underwriters Lender and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating the issuance of the Debentures and the Warrants to the offering Lender are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant Debentures and Warrants. (iv) The Purchase Price to this paragraph be paid by the Lender shall be deemed equal to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale face amount of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------Debentures being purchased on the relevant Closing Date (as defined below) and shall be payable in United States Dollars. (bv) IfWith respect to the Initial Closing Date, the Company will deliver the relevant Certificates to the Escrow Agent within five (5) Trading Days (as those terms are defined below) after giving effect the Escrow Agent notifies the Company that the Escrow Agent has on deposit cleared funds (or equivalents) equal to (x) at least $1,000,000 of the Initial Purchase Price for one or more Lenders and (y) thereafter, any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, additional Initial Purchase Price. Such Certificates shall be held in escrow as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultJoint Escrow Instruction. (cvi) IfWith respect to the Additional Closing Date, after giving effect the Company will deliver the relevant Certificates to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters Escrow Agent as provided in Clause 3.1(aSection 6(b) abovehereof. -------------------------------------------------------------------------------- however, that this amount may be less if the aggregate principal amount of Company provides the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar NotesEscrow Agent with an Additional Financing Notice, as defined in Section 6(c)(v) below, on or if NRPLC shall before that date] and not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultmore than $3,000,000.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to purchase loan to the Company the principal amount set forth on the Buyer's signature page of this Agreement (the "Aggregate Purchase Price"), out of the aggregate amount being loaned by all Buyers of $400,000 (the "Total Purchase Price"). (ii) The Aggregate Purchase Price shall be payable by the Buyer to the Company as follows: (a) sixty-two and pay one-half percent (62.5%) of the Aggregate Purchase Price (the "Initial Purchase Price") shall be deposited by the Buyer with the Escrow Agent on or before the Initial Closing Date (as defined below), and such Initial Purchase Price shall be released to the Company, subject to the terms of the Joint Escrow Instructions (as defined below), on the Initial Closing Date and (b) the balance of the Aggregate Purchase Price (the "Additional Purchase Price") shall be deposited with the Buyer as provided in Section 6 below and released to the Company, subject to the terms of the Joint Escrow Instructions, on the Additional Closing Date (as defined below). The applicable portion of the Aggregate Purchase Price paid on the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. (iii) The obligation to repay the loan of the relevant Purchase Price from the Buyer shall be evidenced by the Company's issuance of one or more Convertible Notes to the Buyer in such principal amount of (the Dollar Convertible Notes set out against its name issued to the Buyer, the "Notes"). Each Note (a) shall provide for a Conversion Price (as that term is defined in the Schedule Notes), which price may be adjusted from time to as provided in the Note, and (b) shall have the terms and conditions of, and be substantially in the form attached hereto on the as, ANNEX I. (iv) Prior to each Closing Date at (as defined below), the Issue Pricerelevant Purchase Price shall be paid by the Buyer to the Escrow Agent and the Company will deliver the relevant Certificates (as defined below) to the Escrow Agent, all on the terms set out as provided in this AgreementSection 1(c) hereof. (av) If any Underwriter shall default on its obligation The loan to purchase Dollar be made by the Buyer and the issuance of the Notes which it has agreed to purchase hereunderand the Warrants (collectively, the non-defaulting Underwriters may "Purchased Securities") to the Buyer are sometimes referred to herein and in their discretion arrange to purchase, or for another party or the other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for Transaction Agreements as the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with and the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultWarrants. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees 2.1 Buyer shall order and lease Products from Ascend pursuant to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement.and conditions of: (a) If any Underwriter shall default on the Master Lease Agreement and each Lease Schedule executed by the parties pursuant to the Master Lease Agreement (collectively, the "MLA"), attached as Exhibit A hereto; each such Lease Schedule is hereby incorporated into and made a part of this Agreement; (b) Buyer's initial purchase order, attached as Exhibit B hereto, and all purchase orders subsequently issued by Buyer for Products hereunder; all such purchase orders are hereby incorporated into and made a part of this Agreement; and (c) The term sheet executed by the parties attached hereto as Exhibit C. Upon the exercise by Buyer of its obligation option to purchase Dollar Notes which it has agreed to purchase hereundersuch Products, as provided in the MLA, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on terms and conditions of this Agreement shall supersede the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for MLA and shall govern the purchase of the Products. During the term of this Agreement, Ascend shall sell to Buyer and Buyer shall purchase from Ascend Products at pricing listed in Ascend's then-current price list applicable to each such Dollar NotesProduct, then NRPLC as amended from time to time, less any applicable discounts. Buyer's wholly-owned divisions and subsidiaries, may order Products under this Agreement when an order of Buyer's such divisions and subsidiaries references this Agreement and includes a statement agreeing to be bound by the terms and conditions contained herein. 2.2 Shipments of the Products shall be entitled made only against written purchase orders issued by Buyer. At a minimum, each purchase order shall specify the following items: a. A complete list of the Products covered by the purchase order, specifying the quantity, model number and description of each; b. The price of each Product, any applicable discounts, and any additional charges and costs; c. The billing address, the destination to a further period which the Products will be delivered, and the requested delivery date; and d. The signature of thirty-six hours Buyer's employee or agent who possesses the authority to place such an order. 2.3 Ascend shall acknowledge Buyer's purchase orders in writing within which ten (10) days after receipt. Ascend's acknowledgment shall note any exceptions regarding matters such as the items ordered, configuration, and Product pricing. Ascend shall also confirm the requested delivery date or offer an alternative delivery date. In no event shall any order be binding on Ascend until Buyer's order and Ascend's acknowledgment are in agreement as to procure another party the items ordered, configuration, pricing, delivery dates, and all other material terms. 2.4 No purchase order, acknowledgment form, or other ordering document or communication from either party shall vary the terms and conditions on this Agreement unless both parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such termsexpressly agree in writing. In the event that, within of any conflict between the respective prescribed periodsterms and conditions of this Agreement and those of any purchase order acknowledgment form or other ordering document or communication, the Lead Underwriters on behalf terms and conditions of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultprevail.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If The Company shall purchase, within sixty (60) days after receipt of the Put Notice or delivery of the Call Notice, as appropriate, the Put Shares or Call Shares, as appropriate, by paying to the appropriate Management Stockholders and their respective Permitted Transferees the Put/Call Fair Market Value of such Put Shares or Call Shares, as appropriate, by delivery of: (i) cash or by certified funds or wire transfer in an amount equal to the Put/Call Fair Market Value of the Put Shares or the Call Shares, as appropriate; or (ii) if the Company, SCC and the appropriate Management Stockholders and their respective Permitted Transferees agree, such number of shares of Class A Common Stock, par value $.01 per share, of SCC (the "Class A Common Stock") equal to the Fair Market Value of the Put Shares or the Call Shares, as appropriate, divided by the greater of $10.00 per share or ninety percent (90%) of the average bid price of Class A Common Stock traded on any Underwriter of the Pacific Stock Exchange, any other national securities exchange or the Nasdaq Stock Market for the twenty (20) consecutive trading days prior to the Put Notice or Call Notice, as appropriate; or (iii) if the Company is prohibited by the terms of any Indebtedness from paying cash for all or part of the Put Shares or the Call Shares, as appropriate, the Company shall default on its obligation issue a Subordinated Promissory Note with an aggregate principal amount equal to purchase Dollar Notes the Fair Market Value of all or the part of the Put Shares or the Call Shares, as appropriate, for which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such termsis prohibited from paying cash. In each case against receipt of certificates evidencing the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed shares to be an Underwriter, for purposes of this Agreement, in connection with purchased and such other documentation as the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------Company shall reasonably request. (b) If, after giving effect to any arrangements Put/Call Fair Market Value" shall be determined by a formula as follows: (v) the product of (i) the average annual EBITDA of the Company for the purchase period from January 1, 1997 to the end of Dollar Notes the most recent fiscal year prior to the date of a defaulting Underwriter the Put Notice or Call Notice, as appropriate, and (ii) five (5) less (w) long-term Indebtedness (which shall include, without limitation, Purchaser Permitted Indebtedness) and (x) if the Earnout Amount has not yet been determined pursuant to Section 3.2.1 of the Asset Purchase Agreement or otherwise extinguished before the date of the determination thereof, the maximum amount which could be payable as the Earnout Amount, subject to reduction by the non-defaulting Underwritersamount of the Earnout Amount prepaid pursuant to Section 3.2.4 of the Asset Purchase Agreement and (y) if the Earnout Amount has been determined pursuant to Section 3.2.1 of the Asset Purchase Agreement, the Earnout Amount so determined, subject to reduction as provided in Clause 3.1(a) above, the aggregate principal amount Sections 3.2.2 and 3.2.5 of the Dollar Notes which remains unpurchased does not exceed ten per cent. Asset Purchase Agreement and the average outstanding balance on the Seasonal Line of Credit, calculated as of end of each month, for the two fiscal years prior to the date of the aggregate principal amount Put Notice or Call Notice, as appropriate, plus (x) current cash and cash equivalents on hand, divided by (y) the total number of shares of Common Stock issued and outstanding determined on a fully-diluted basis and as of the Dollar Notes, NRPLC shall have date fifteen days prior to the right to require each non-defaulting Underwriter to purchase the principal amount date of the Dollar Notes which such Underwriter agreed to purchase hereunder andPut Notice or Call Notice, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultas appropriate. (c) IfNotwithstanding anything to the contrary herein, after giving effect the exercise of rights to any arrangements for purchase or the purchase requirement of the principal amount Company to purchase shares of Common Stock pursuant to this Section 3 shall be subject to limitations, if any, imposed upon the Company under applicable law or by any agreements with the Company's lenders then in effect, including, without limitation, restrictions on the ability of the Dollar Notes Company to pay the cash portion of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, any put or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability call and on the part of ability to pay principal or interest under the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultSubordinated Promissory Note.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to purchase loan to the Company the principal amount set forth on the Buyer's signature page of this Agreement (the "Total Purchase Price"),(1) out of the aggregate amount being loaned by all Buyers of $10,000,000(the "Aggregate Purchase Price"). (ii) The Total Purchase Price shall be paid by the Buyer as follows: (x) one hundred percent (100%) of the Total Purchase Price (the "Initial Purchase Price") shall be paid on the Initial Closing Date (as defined below) and pay (y) the balance of the Total Purchase Price (the "Additional Purchase Price") shall be paid on the (1) The minimum Total Purchase Price per Buyer named on a signature page is $100,000, unless the Company, in its sole and absolute discretion, waives this minimum with respect to any specific Buyer. (3) The applicable portion of the Total Purchase Price payable on or in connection with the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. Payments for each Closing Date shall be made as provided in Section 1(c) hereof. The aggregate Initial Purchase Price of all Buyers is referred to as the "Aggregate Initial Purchase Price." The aggregate Additional Purchase Price of all Buyers is referred to as the "Aggregate Additional Purchase Price." (iii) The obligation to repay the loan from the Buyer shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Buyer in such principal amount (the Convertible Debentures issued to the Buyer, the "Debentures"). Each Debenture (i) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided in the Debenture, (ii) shall have the terms and conditions of, and be substantially in the form attached hereto as, Annex I, and (iii) shall be secured pursuant to the terms of the Dollar Notes set out against its name Security Interest Agreement substantially in the Schedule form annexed hereto on as Annex VIII (the Closing Date at the Issue Price, all on the terms set out in this "Security Interest Agreement"). (aiv) If any Underwriter shall default on its obligation With respect to purchase Dollar Notes which it has agreed to purchase hereundereach Closing Date, the non-defaulting Underwriters may Company will deliver the relevant Certificates (as defined below) to the Escrow Agent as provided in their discretion arrange Section 1(c) hereof. (v) The loan to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on be made by the terms contained herein. If within thirty-six hours after such default by any UnderwriterBuyer and the issuance of the Debentures and the Warrants (collectively, the non-defaulting Underwriters do not arrange for "Purchased Securities") to the Buyer are sometimes referred to herein and in the other Transaction Agreements as the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with Debentures and the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultWarrants. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees (a) Subject to purchase the terms and pay conditions hereof, the Purchaser hereby irrevocably tenders this Purchase (this “Purchase”) for such principal amount that number of EQRE Tokens (“Tokens”) set forth on the signature page, which Tokens represent shares of the Dollar Notes set out against its name Company’s Series T Preferred Stock (“Preferred Stock”) in the Schedule hereto amount set forth on the Closing Date at the Issue Price, all “Purchase Amount” line on the terms set out in this AgreementPurchaser’s applicable signature page hereto (the “Signature Page”) or on the online subscription page. (ab) If any Underwriter This Purchase, when and if accepted by the Company, will constitute a commitment to contribute to the Company that portion of the Purchase Amount accepted by the Company (the “Commitment”), in accordance with the Delivery Instructions attached hereto as Exhibit B. The Purchaser shall default on its obligation be admitted as a Token Holder in the Company (“Token Holder”) at the time this Purchase is accepted and executed by the Company and the Purchaser hereby irrevocably agrees to purchase Dollar Notes which it has agreed to purchase hereunderbe bound by the Company’s Amended and Restated Certificate of Incorporation and Bylaws (together, the non-defaulting Underwriters may in their discretion arrange to purchase“Company Documents”), or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase copies of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory are attached hereto as Exhibit G. This Agreement will become irrevocable with respect to the non-defaulting Underwriters Purchaser at the time of its submission to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed Company and may not be withdrawn by the Lead Underwriters and NRPLC acting reasonablyPurchaser unless the Company rejects this Purchase. (c) The Company may accept or reject this Purchase, in order to effect whatever changes may thereby be made necessary whole or in any documents or arrangements relating to the offering and sale of the Dollar Notespart, in its sole discretion. Any substitute purchaser of Notes pursuant to this paragraph This Purchase shall be deemed to be an Underwriteraccepted by the Company and this Agreement shall be binding against the Company only upon execution and delivery to the Purchaser of the Acceptance of Purchase attached hereto. At the Closing, the Company will execute the Acceptance of Purchase and deliver notice of such Closing to the Purchaser within a reasonable time after such Closing. Upon such acceptance, the Purchaser shall be issued the Tokens for purposes which it has subscribed. Failure to deliver a fully-completed and executed Agreement may result in the Company rejecting this Purchase. (d) The Company has the unrestricted right to condition its acceptance of this Agreementthe Purchaser’s Purchase, in connection with whole or in part, upon the offering receipt by the Company of any additional instruments (including any designations, representations, warranties, covenants), documentation and sale information requested by the Company in its sole discretion, including an opinion of counsel to the Purchaser, evidencing the legality of an investment in the Company by the Purchaser and the authority of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount person executing this Agreement on behalf of the Dollar Notes which remains unpurchased does not exceed ten per cent. of Purchaser (collectively the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and“Additional Documents”), in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultthese Purchase Documents. (ce) If, after giving effect The Purchaser understands that the Company has entered into or expects to any arrangements enter into separate Purchase agreements with other investors which are or shall be substantially similar in all material respects to this Agreement providing for the purchase admission of such other investors as Token Holders in the Company. This Agreement and such separate Purchase agreements are separate agreements and the sale arrangements between the Company and such other investors are separate sales. The Purchaser also acknowledges that the Company may enter into side letters with certain Token Holders (which may include the Purchaser) which contain terms different from those in this Agreement or amend and supplement certain provisions of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters Company Agreement as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above it applies to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultsuch Token Holders.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount (a) On the basis of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Pricerepresentations and warranties herein contained, all on but subject to the terms and conditions set out forth in this Agreement. (a) If any Underwriter shall default on its obligation , the Company agrees to issue and sell to the Underwriters and the Underwriters agree to purchase Dollar Notes from the Company, at the price, place and time specified, the total number of Firm Shares set forth in Schedule I hereto. The number of Firm Shares to be purchased by each Underwriter hereunder shall be that number of Firm Shares set forth in Schedule II opposite the name of such Underwriter, plus any additional number of Firm Shares which it has agreed such Underwriter may become obligated to purchase hereunderpursuant to the provisions of Section 10 hereof. In addition, the non-defaulting Company agrees to issue and sell to the Underwriters may in their discretion arrange up to purchasethe total number of Option Shares to the Underwriters, or for another party or other parties reasonably satisfactory to NRPLC to purchaseand the Underwriters, such Dollar Notes on the terms contained basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, have the option to purchase the Option Shares. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange Such option is granted solely for the purchase purposes of such Dollar Notes, then NRPLC shall be entitled to a further period of thirtycovering over-six hours within which to procure another party or other parties satisfactory to allotments in the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar NotesFirm Shares and is exercisable as provided herein. Any substitute purchaser The price of Notes pursuant to this paragraph both the Firm Shares and the Option Shares shall be deemed as set forth in Schedule I hereto. The number of Option Shares to be an Underwriter, for purposes of this Agreement, in connection with purchased by each Underwriter shall be the offering and sale same percentage of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------total number of Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, subject to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional shares. (b) If, after giving effect The Company shall not be obligated to deliver any arrangements for of the purchase of Dollar Notes of a defaulting Underwriter by Shares to be delivered on the non-defaulting UnderwritersFirst Closing Date (as defined in Section 3) or the Second Closing Date (as defined in Section 3), as provided in Clause 3.1(a) abovethe case may be, except upon payment for all the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right Shares to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which be purchased on such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters Closing Date as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultherein.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for The closing of the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar NotesShares (as hereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, 2009 (the “Closing Date”). Any substitute purchaser The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, (x) in the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, all of Notes pursuant to this paragraph the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion (the “Common Shares”), or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). The Common Shares, the Series A Shares and the Series B Shares shall be deemed referred to be an Underwriterherein individually or collectively, for purposes of this Agreementas the case may be, in connection with as the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------“Shares”. (b) If, after giving effect to any arrangements As consideration for the sale contemplated hereby, the Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $45,000 (the “Purchase Price”) by wire transfer of Dollar Notes of a defaulting Underwriter immediately available funds to an account specified by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultSeller. (c) IfIn the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, after giving effect the Seller shall immediately deliver to any arrangements for the purchase Buyer the physical Common Stock certificates representing the Common Shares upon receipt thereof. In the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, the Seller shall deliver to the Buyer the physical Preferred Stock certificates representing the Series A Shares or the Series B Shares, as the case may be, upon the request of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultBuyer.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-non- defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-non- defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.a

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on Upon the terms and subject to the conditions set out forth in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange Company shall issue, sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Company, free and clear of all encumbrances (other than restrictions under applicable securities law or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes set forth in this Agreement): a. on the terms contained herein. If within thirty-six hours after last trading day of the first calendar month following the date of this Agreement (the “First Closing Date”), a number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such default calendar month, divided by any Underwriter(ii) the closing price of the Company’s Shares traded on the Nasdaq Capital Market (“Nasdaq”) on the First Closing Date, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory rounded down to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event thatnext whole share, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition consideration therefor, Purchaser shall remit to require each non-defaulting Underwriter to purchase its pro rata share the Company the amount described in the foregoing clause (based i); b. on the principal amount last trading day of the Dollar Notes which such Underwriter agreed second calendar month following the date of this Agreement (the “Second Closing Date”), a number of Shares that is equal to purchase hereunder(i) 25% of the principal amount salary (net of any taxes withheld by the Company or an affiliate of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (cCompany) If, after giving effect to any arrangements for that is payable by the purchase Company or an affiliate of the principal amount Company to Purchaser for such calendar month, divided by (ii) the closing price of the Dollar Notes Company’s Shares traded on the Nasdaq on the Second Closing Date, rounded down to the next whole share, and, in consideration therefor, Purchaser shall remit to the Company the amount described in the foregoing clause (i); c. on the last trading day of the third calendar month following the date of this Agreement (the “Third Closing Date”), a defaulting Underwriter number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount Company or an affiliate of the Dollar Notes which remains unpurchased exceeds ten per cent. Company) that is payable by the Company or an affiliate of the aggregate principal amount Company to Purchaser for such calendar month, divided by (ii) the closing price of the Dollar NotesCompany’s Shares traded on the Nasdaq on the Third Closing Date, or if NRPLC rounded down to the next whole share, and, in consideration therefor, Purchaser shall not exercise remit to the right Company the amount described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes foregoing clause (i); d. on the last trading day of a defaulting Underwriter, then the fourth calendar month following the date of this Agreement shall thereupon terminate(the “Fourth Closing Date”), without liability a number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such calendar month, divided by (ii) the closing price of the Company’s Shares traded on the part Nasdaq on the Fourth Closing Date, rounded down to the next whole share, and, in consideration therefor, Purchaser shall remit to the Company the amount described in the foregoing clause (i); e. on the last trading day of the non-defaulting Underwritersfifth calendar month following the date of this Agreement (the “Fifth Closing Date”), a number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such calendar month, divided by (ii) the closing price of the Company’s Shares traded on the Nasdaq on the Fifth Closing Date, rounded down to the next whole share, and, in consideration therefor, Purchaser shall remit to the Company the amount described in the foregoing clause (i); but nothing herein and f. on the last trading day of the sixth calendar month following the date of this Agreement (the “Sixth Closing Date”), a number of Shares that is equal to (i) 25% of the salary (net of any taxes withheld by the Company or an affiliate of the Company) that is payable by the Company or an affiliate of the Company to Purchaser for such calendar month, divided by (ii) the closing price of the Company’s Shares traded on the Nasdaq on the Sixth Closing Date, rounded down to the next whole share, and, in consideration therefor, Purchaser shall relieve a defaulting Underwriter from liability for its defaultremit to the Company the amount described in the foregoing clause (i).

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for The closing of the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar NotesShares (as hereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, 2009 (the “Closing Date”). Any substitute purchaser The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, (x) in the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, all of Notes pursuant to this paragraph the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion (the “Common Shares”), or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). The Common Shares, the Series A Shares and the Series B Shares shall be deemed referred to be an Underwriterherein individually or collectively, for purposes of this Agreementas the case may be, in connection with as the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------“Shares”. (b) If, after giving effect to any arrangements As consideration for the sale contemplated hereby, the Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $82,350 (the “Purchase Price”) by wire transfer of Dollar Notes of a defaulting Underwriter immediately available funds to an account specified by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultSeller. (c) IfIn the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, after giving effect the Seller shall immediately deliver to any arrangements for the purchase Buyer the physical Common Stock certificates representing the Common Shares upon receipt thereof. In the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, the Seller shall deliver to the Buyer the physical Preferred Stock certificates representing the Series A Shares or the Series B Shares, as the case may be, upon the request of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultBuyer.

Purchase. Each Underwriter severally (a) Subject to the terms and conditions of this Agreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase and pay for such principal amount of from the Dollar Notes set out against its name Company a Secured Convertible Promissory Note in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of $1,660,000.00 substantially in the Dollar form attached hereto as ANNEX II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto asANNEX III listing all of the Company’s assets (including all of the Buyer Mortgage Notes which such Underwriter agreed to (defined below) and the Buyer Note (defined below)) as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based price on the principal amount of Buyer’s signature page to this Agreement (the Dollar “InitialCashPurchase Price”), and (ii) issue to the Company the Buyer Mortgage Notes which such Underwriter agreed to purchase hereunder) and the Buyer Note (the sum of the principal amount of the Dollar Buyer Mortgage Notes and the Buyer Note, together with the Initial Cash Purchase Price, the “Purchase Price”). All of the Buyer Mortgage Notes shall be secured no later than five (5) business days after the Closing Dateby a Mortgage substantially in the form attached hereto as ANNEX IV, as the same may be amended from time to time (the “Mortgage”), subject to Section 2.1(d). Initially, only the Buyer Mortgage Notes will be secured by the Mortgage pursuant to the terms and conditions of the Mortgage, the Buyer Mortgage Notes and this Agreement, but the Buyer Notemay become secured subsequent to the Closing by such defaulting Underwriter collateral and at such time as determined by the Buyer in its sole discretion. The Initial Cash Purchase Price shall be paid to the Company in accordance with the Wire Instructions. The Purchase Price is allocated to the Tranches (as defined in the Note) of the Note as set forth in the table attached hereto as ANNEX V. (b) In consideration for which such arrangements have not been madethe Purchase Price, the Company shall, at the Closing (defined below): (i) execute and deliver to the Buyer the Security Agreement; (ii) execute and deliver to Buyer that certain Warrant to Purchase Shares of Common Stock substantially in the form attached hereto asANNEX VI (the “Warrant”); (iii) execute and deliver to Buyer a Release Deed (the “Release”) substantially in the form attached hereto asANNEX VII. The Release shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as ANNEX VIII (the “Escrow Agreement”); (iv) execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of instructions to transfer agent substantially in the form attached hereto asANNEX IX (the “Transfer Agent Letter”); (v) execute and deliver to the Buyer a Registration Rights Agreement substantially in the form attached hereto as ANNEX X (the “Registration Rights Agreement”); (vi) cause to be executed and delivered to the Buyer a fully executed secretary’s certificate and written consent of directors evidencing the Company’s approval of the Transaction Documents substantially in the forms attached hereto as ANNEX XI(together, the “Secretary’s Certificate”); but nothing herein shall relieve and (vii) cause to be executed and delivered to the Buyer a defaulting Underwriter from liability for its defaultfully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as ANNEX XII (the “Share Issuance Resolution”). (c) IfAt the Closing, after giving effect the Buyer shall deliver the Purchase Price to any arrangements for the purchase of Company by delivering the following: (i) the Initial Cash Purchase Price; (ii) the Buyer Mortgage Note #1 in the principal amount of $50,000.00 duly executed and substantially in the Dollar Notes form attached hereto as ANNEX XIII (the “Buyer Mortgage Note #1”); (iii) the Buyer Mortgage Note #2 in the principal amount of a defaulting Underwriter $150,000.00 duly executed and substantially in the form attached hereto as ANNEX XIV (the “Buyer Mortgage Note #2”); (iv) the Buyer Mortgage Note #3 in the principal amount of $400,000.00 duly executed and substantially in the form attached hereto as ANNEX XV (the “Buyer Mortgage Note #3,” and together with Buyer Mortgage Note #1 and Buyer Mortgage Note #2, the “Buyer Mortgage Notes”); and (v) the Buyer Note in the principal amount of $750,000.00 duly executed and substantially in the form attached hereto as ANNEX XVI (the “Buyer Note”). (d) Notwithstanding anything to the contrary herein, the Buyer may, in its sole discretion, add additional collateral to the collateral covered by the non-defaulting Underwriters Mortgage (the “Collateral”), and maysubstitute collateral as it deems fit, provided in Clause 3.1(a) above, that the fair market value of the substituted Collateral may not be less than the aggregate principal amount balance of the Dollar Buyer Mortgage Notes which remains unpurchased exceeds ten per cent. as of the aggregate principal amount date of any such substitution. In the event of a substitution of collateral, the Buyer shall timely execute any and all documents necessary or advisable in order to properly grant a first priority security interest upon the substitute collateral in favor of the Dollar Company, and the Company shall take such other measures as are necessary or advisable in order to accomplish the intent of the Transaction Documents, including without limitation, execution of a request to release a lien against the original Collateral within five (5) Trading Days after written request from Buyer. The intent of the parties is that the fair market value of the Collateral will be equal to the outstanding balances of the Buyer Mortgage Notes. To the extent the fair market value of the Collateral is less than the total outstanding balance of all the Buyer Mortgage Notes, then the Collateral will be deemed to only secure those Buyer Mortgage Notes with an aggregate outstanding balance that is less than or equal to the fair market value of the Collateral, applied in numerical order of the Buyer Mortgage Notes. By way of example only, if NRPLC shall not exercise the right described in Clause 3.1(b) above fair market value of the Collateral is determined by appraisal to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriterbe $200,000, then this Agreement shall thereupon terminatethe Collateral will be deemed to secure only Buyer Mortgage Note #1 and Buyer Mortgage Note #2. If the Collateral is subsequently appraised for $600,000, without liability on then the part Collateral will automatically be deemed to secure all of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultBuyer Mortgage Notes.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Seventh Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, Price all on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Class A Seventh Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC ANPLC to purchase, such Dollar Class A Seventh Issuer Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Class A Seventh Issuer Notes, then NRPLC ANPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non- defaulting Underwriters to purchase such Class A Seventh Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Managers on behalf of the non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Class A Seventh Issuer Notes, or ANPLC notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Class A Seventh Issuer Notes, the non-defaulting Underwriters or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class A Seventh Issuer Notes. Any substitute purchaser of Class A Seventh Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Class A Seventh Issuer Notes. If either Class B/M Underwriter shall default in its obligation to purchase Class B/M Seventh Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Class B/M Underwriter may in its discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class B/M Seventh Issuer Notes on the terms contained herein. If within thirty-six hours after such default by either Class B/M Underwriter, the non-defaulting Class B/M Underwriter does not arrange for the purchase of such Class B/M Seventh Issuer Notes, then ANPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters Class B/M Underwriter to purchase such Dollar Class B/M Seventh Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC Class B/M Underwriter notifies ANPLC that the non-defaulting Underwriters Class B/M Underwriter has so arranged for the purchase of such Class B/M Seventh Issuer Notes, or ANPLC notifies the non-defaulting Class B/M Underwriter that they have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Class B/M Seventh Issuer Notes, the non-defaulting Underwriters Class B/M Underwriter or NRPLC ANPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablynot more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Class B/M Seventh Issuer Notes. Any substitute purchaser of Class B/M Seventh Issuer Notes pursuant to this paragraph shall be deemed to be an a Class B/M Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Dollar Class B/M Seventh Issuer Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Class A Seventh Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(aCLAUSE 3.1(A) above, the aggregate principal amount of the Dollar Class A Seventh Issuer Notes which remains unpurchased does not exceed ten 10 per cent. of the aggregate principal amount of the Dollar Class A Seventh Issuer Notes, NRPLC then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Class A Seventh Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Class A Seventh Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Class A Seventh Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of Class B/M Seventh Issuer Notes of a defaulting Class B/M Underwriter by the non-defaulting Class B/M Underwriter, as provided in CLAUSE 3.1(A) above, the aggregate principal amount of the Class B/M Seventh Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of all Class B/M Seventh Issuer Notes, then ANPLC shall have the right to require the non-defaulting Class B/M Underwriter to purchase the principal amount of the Class B/M Seventh Issuer Notes which such Class B/M Underwriter agreed to purchase hereunder and, in addition, to require the non-defaulting Class B/M Underwriter to purchase its pro rata share (based on the principal amount of the Class B/M Seventh Issuer Notes which such Class B/M Underwriter agreed to purchase hereunder) of the principal amount of the Class B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Class B/M Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Class A Seventh Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(aCLAUSE 3.1(A) above, the aggregate principal amount of the Dollar Class A Seventh Issuer Notes which remains unpurchased exceeds ten 10 per cent. of the aggregate principal amount of the Dollar Class A Seventh Issuer Notes, or if NRPLC ANPLC shall not exercise the right described in Clause 3.1(bCLAUSE 3.1(B) above to require non-defaulting Underwriters to purchase the Dollar Class A Seventh Issuer Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the principal amount of the Class B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter by the non-defaulting Class B/M Underwriter as provided in CLAUSE 3.1(A) above, the aggregate principal amount of the Class B/M Seventh Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of all Class B/M Seventh Issuer Notes, or if ANPLC shall not exercise the right described in CLAUSE 3.1(B) above to require the non-defaulting Class B/M Underwriter to purchase the Class B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Class B/M Underwriter; but nothing herein shall relieve a defaulting Class B/M Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees Subject to the terms of the Side Letter and satisfaction of the conditions precedent set forth in this Section 3 and in Section 7, on the requested Purchase Date for each Transaction, Administrative Agent shall transfer to Seller — for a newly Originated Eligible Mortgage Loan, by transferring funds to the designated Settlement Agent, and for other Eligible Mortgage Loans, by transferring funds to the prior lender or repurchase agreement counterparty, or to Seller, as applicable — an amount of Buyers’ funds equal to the Purchase Price for purchase of each Eligible Mortgage Loan that is the subject of such Transaction on that Purchase Date, less any amounts to be netted against such Purchase Price in accordance with the Transaction terms and pay this Agreement. The transfer of funds to the Settlement Agent to be used to fund the Mortgage Loan, or to the prior lender or repurchase agreement counterparty, or to Seller, as applicable, and if applicable, the permitted netting of amounts for value, on the Purchase Date for any Transaction will constitute full payment by Buyers of the Purchase Price for such principal amount Mortgage Loan. Within five (5) Business Days (twelve (12) calendar days for Wet Funded CEMA Loans) following the Purchase Date, Seller shall (i) take such steps as are necessary and appropriate to effect the transfer to Administrative Agent on the MERS® System of the Dollar Notes set out against its name Purchased Mortgage Loans so purchased, and to cause Administrative Agent to be designated as “Interim Funder” on the MERS® System with respect to each such Purchased Mortgage Loan and (ii) in the Schedule hereto on case of a Wet Funding, deliver all remaining items of the Closing Date at related Loan File to Administrative Agent. Notwithstanding anything to the Issue Price, all on the terms set out contrary in this Agreement. (a) If Agreement or any Underwriter other Transaction Document, Administrative Agent and Buyers shall default on its have no obligation to purchase Dollar Notes which it has agreed to purchase hereunder, enter into any Transaction on or after the non-defaulting Underwriters Termination Date. Seller may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (bi) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share initially request less than one hundred percent (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder100%) of the principal amount of the Dollar Notes of such defaulting Underwriter Purchase Price for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. any one or more Purchased Mortgage Loans, (cii) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the repay part of the nonPurchase Price therefor to Administrative Agent (for Buyers’ account) or (iii) both, and may subsequently request (through Administrative Agent) that Buyers fund (or re-defaulting Underwriters; but nothing herein fund) the balance of the Purchase Price to Seller, and in either case so long as no Default or Event of Default has occurred and is continuing, Buyers, acting through Administrative Agent, will fund (or re-fund) so much of such balance as Seller shall relieve a defaulting Underwriter from liability for its defaultrequest.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase and pay for such principal from the Company aSecured Convertible Promissory Note inprincipal amount of the Dollar Notes set out against its name $2,545,000.00 substantially in the Schedule form attached hereto on as Annex II (“Company Note #1”). Subject to the Closing Date at satisfaction of the Issue PriceConditional Note Purchase Conditions (defined below), all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation Buyer also agrees to purchase Dollar Notes which it has agreed to purchase hereunder, from the non-defaulting Underwriters may Company a Secured Convertible Promissory Note in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of $165,000.00 substantially in the Dollar form attached hereto as Annex III (“Company Note #2,” and together with Company Note #1, the “Notes”). The Notes which such Underwriter agreed to purchase hereunder andshall be secured by (A) a Security Agreement substantially in the form attached hereto as Annex IV listing each of the Buyer Notes as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”), (B) a Stock Pledge Agreement (the “Pledge Agreement”) substantially in addition to require each non-defaulting Underwriter to purchase its pro rata share the form attached hereto as Annex V whereby ▇▇▇▇▇▇▇ ▇▇▇▇▇ (based “Azani”) will pledge 15,000,000 shares of the Company’s Common Stock as additional security for the Company’s obligations under the Transaction Documents, and (C) a Personal Guaranty substantially in the form attached hereto as Annex VI (the “Guaranty”) executed by Azani. In consideration thereof, the Buyer shall (1) pay the initial amount set forth on the principal Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”), (2) agree to pay the conditional amount set forth on the Buyer’s signature page to this agreement (the “Conditional Cash Purchase Price”) upon the satisfaction of the Dollar Conditional Note Purchase Conditions, and (3) issue to the Company theBuyer Notes which (the sum of the initial principal amounts of the Buyer Notes, together with the Initial Cash Purchase Price and the Conditional Cash Purchase Price, the “Purchase Price.”Buyer Note #1 shall be secured by a Trust Deed substantially in the form attached hereto as Annex VII (the “Trust Deed”).Buyer Notes #2 - #10 shall be secured by such Underwriter agreed collateral as the Buyer determines in his sole discretion, provided that such collateral has a value equal to purchase hereunder) or in excess of the principal amount of such Buyer Note. Upon such determination, the Dollar Notes Buyer and the Company shall enter into such additional agreements as shall be reasonably necessary, as determined in the Buyer’s sole discretion, to provide evidence of such defaulting Underwriter for which such arrangements have not been made; but nothing herein security interest.The Initial Cash Purchase Price and, if applicable, the Conditional Cash Purchase Price, shall relieve a defaulting Underwriter from liability for its defaultbe paid in accordance with the Wire Instructions. The Purchase Price is allocated to the Notes, the OID (as defined below) and the Warrant as set forth in the table in Annex VIII attached hereto. (cii) IfThe Buyer shall be obligated to pay to the Company the Conditional Cash Purchase Price any time between the 90th day from the date of this Agreement and the 120th day therefrom, after giving effect to any arrangements as determined in the Buyer’s sole discretion, provided that the following conditions are satisfied on the 90th day from the date of this Agreement (the “Conditional Note Purchase Conditions”): (1) No Trigger Event (as defined in the Notes) has occurred or is continuing; (2) There has been no decline in the five (5)-day trailing average VWAP (as defined in the Notes) for the purchase Common Stock to less than the Floor Price (as defined in the Notes) at any given time; or (3) There has been no decline in the twenty (20)-day trailing average daily dollar volume of the Common Stock in its Principal Trading Market to less than $40,000.00 of volume per day at any time. In the event any of the foregoing events occur on or prior to the 90th day from the date of this Agreement, the Buyer shall not be obligated to pay to the Company the Conditional Cash Purchase Price and the Company shall not issue Company Note #2. (iii) In consideration for the Initial Cash Purchase Price, the Company will also issue to the Buyer a Warrant to Purchase Shares of Common Stock in the form attached hereto as Annex IX (the “Warrant”). (iv) The Company shall also execute and deliver to the Buyer aRequest for Full Reconveyance (the “Request”) substantially in the form attached hereto as Annex X. (v) The Requestshall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as Annex XI (the “Escrow Agreement”). (vi) The Company shall also execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as Annex XII (the “Transfer Agent Letter”). (vii) The Company shall also execute and deliver to the Buyer two Consents to Entry of Judgment by Confession in the form attached hereto as Annex XIII and Annex XIV respectively, and Azani shall execute and deliver to the Buyer a Consent to Entry of Judgment by Confession in the form attached hereto as Annex XV (collectively, the “Confessions of Judgment”). (viii) The Company shall also cause Azani, its Chief Executive Officer, to execute and deliver to the Buyer the Notarized Certificate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Officer’s Certificate”) in the form attached hereto as Annex XVI. (ix) At the Closing, the Buyer shall deliver to the Company the following: (1) The Initial Cash Purchase Price; (2) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the Dollar Notes of a defaulting Underwriter by form attached hereto as Annex XVII (“Buyer Note #1”); (3) A Secured Buyer Note in the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of $200,000.00 substantially in the Dollar Notes which remains unpurchased exceeds ten per cent. of form attached hereto as Annex XVIII (“Buyer Note #2”); (4) A Secured Buyer Notein the aggregate principal amount of $200,000.00 substantially in the Dollar form attached hereto as Annex XIX (“Buyer Note #3”); (5) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XX(“Buyer Note #4”); (6) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXI (“Buyer Note #5”); (7) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXII (“Buyer Note #6”); (8) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXIII (“Buyer Note #7”); (9) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXIV (“Buyer Note #8”); (10) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXV (“Buyer Note #9”); (11) A Secured Buyer Notein the principal amount of $200,000.00 substantially in the form attached hereto as Annex XXVI (“Buyer Note #10,” and together with Buyer Note #1,Buyer Note #2, Buyer Note #3, Buyer Note #4, Buyer Note #5, Buyer Note #6, Buyer Note #7, Buyer Note #8, and Buyer Note #9,the “Buyer Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b”); and (12) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part The Trust Deed. (x) Thetender of the non-defaulting Underwriters; but nothing Purchase Price and the issuance and sale of the Notesand the Warrant to the Buyer are sometimes referred to herein shall relieve a defaulting Underwriter from liability for its defaultand in the other Transaction Documents as the purchase and sale of the Notes and Warrant.

Purchase. Each Underwriter severally agrees Subject to the terms of the Side Letter and satisfaction of the conditions precedent set forth in this Section 3 and in Section 7, on the requested Purchase Date for each Transaction (or, if requested by Seller, on the Business Day immediately before such requested Purchase Date), Administrative Agent may, in its sole discretion, transfer to Seller — for a newly Originated Eligible Mortgage Loan, by transferring funds to the designated Settlement Agent, and for other Eligible Mortgage Loans, by transferring funds to the prior lender or repurchase agreement counterparty, or to Seller, as applicable — an amount of Buyers’ funds equal to the Purchase Price for purchase of each Eligible Mortgage Loan that is the subject of such Transaction on that Purchase Date, less any amounts to be netted against such Purchase Price in accordance with the Transaction terms and pay this Agreement. Such transfer of funds to the Settlement Agent to be used to fund the Mortgage Loan, or to the prior lender or repurchase agreement counterparty, or to Seller, as applicable, and if applicable, such permitted netting of amounts for value, for any Transaction will constitute full payment by Buyers of the Purchase Price for such principal amount Mortgage Loan. Within five (5) Business Days (twelve (12) calendar days for Wet Funding CEMA Loans) following the Purchase Date, Seller shall (i) take such steps as are necessary and appropriate to effect the transfer to Administrative Agent on the MERS® System of the Dollar Notes set out against its name Purchased Mortgage Loans so purchased, and to cause Administrative Agent to be designated as “Interim Funder” on the MERS® System with respect to each such Purchased Mortgage Loan and (ii) in the Schedule hereto on case of a Wet Funding, deliver all remaining items of the Closing Date at related Asset File to Custodian. Notwithstanding anything to the Issue Price, all on the terms set out contrary in this Agreement. (a) If Agreement or any Underwriter other Transaction Document, Administrative Agent and Buyers shall default on its have no obligation to purchase Dollar Notes which it has agreed to purchase hereunder, enter into any Transaction on or after the non-defaulting Underwriters Termination Date. Seller may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (bi) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share initially request less than one hundred percent (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder100%) of the principal amount of the Dollar Notes of such defaulting Underwriter Purchase Price for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. any one or more Purchased Mortgage Loans, (cii) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the repay part of the nonPurchase Price therefor to Administrative Agent (for Buyers’ account) or (iii) both, and may subsequently request (through Administrative Agent) that Buyers fund (or re-defaulting Underwriters; but nothing herein fund) the balance of the Purchase Price to Seller, and in either case so long as both (x) no Default or Event of Default has occurred and is continuing, and (y) Buyers would be committed to fund (or re-fund) such balance if it were a new Transaction, Buyers, acting through Administrative Agent, will fund (or re-fund) so much of such balance as Seller shall relieve a defaulting Underwriter from liability for its defaultrequest.

Purchase. Each Underwriter severally agrees a. I hereby agree to purchase tender to S▇▇▇▇▇ Securities, Inc. (the “Escrow Agent”), by check or wire transfer of immediately available funds (to a bank account and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto related wire instructions to be provided to me on the Closing Date at the Issue Pricemy request) made payable to “S▇▇▇▇▇ Securities, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunderInc., the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange as Agent for the purchase of such Dollar NotesInvestors in Kairos Pharma, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged Ltd.” for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based Note indicated on the signature page hereto, an executed copy of this Subscription Agreement, an executed copy of the Investor Rights and Lock-Up Agreement and an executed copy of my Investor Questionnaire attached as Exhibit A hereto. Funds will be held in escrow, as set forth in more detail below (the “Escrow Account”), pending the Initial Closing. b. The Offering is for up to $3,000,000 principal amount of Notes (the Dollar “Maximum Offering Amount”), although the Company and Boustead reserve the right, in their sole discretion, to increase the Maximum Offering Amount of Notes which such Underwriter agreed to an aggregate principal amount that is in excess of $3,000,000. All subscriptions to purchase hereunderNotes will be held in a noninterest-bearing escrow account (the “Escrow Account”) of maintained by the Escrow Agent. The subscriptions will remain in the Escrow Account until the Company has accepted such subscriptions and the Company. There is no minimum dollar principal amount of Notes that must be sold prior to the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein “Expiration Date” described below in order to complete the Offering and at each Closing described below all escrowed proceeds from accepted subscriptions, less commissions and expenses payable to Boustead, shall relieve a defaulting Underwriter from liability for its defaultbe remitted to the Company. c. This Offering will continue until the earlier of (ca) If, after giving effect to any arrangements the sale Notes for the purchase Maximum Offering Amount, (b) September 30, 2022, or such extension date agreed to, in their sole discretion, by the Company and Boustead, to as late as October 15, 2022 (the “Expiration Date”). Upon the earlier of a “Closing” (defined below) on my subscription or completion of the Offering, I will be notified promptly by the Company as to whether my subscription has been accepted by the Company. If my subscription has been accepted, the Company will promptly deliver to me a duly executed Note in principal amount of equal to the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal dollar amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultmy subscription.

Purchase. Each Underwriter severally agrees (a) On the terms and subject to purchase the conditions herein and pay for such principal amount subject to the satisfaction (or waiver) of the Dollar Notes conditions set out against its name forth in the Schedule hereto Section 1.3 below, on the Closing Date at (as defined below), the Issue PriceCompany agrees to sell and issue to the Purchaser, all on and the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation Purchaser agrees to purchase Dollar Notes which it has agreed to purchase hereunderfrom the Company, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange Shares for the purchase total price in cash of such Dollar Notes$190,000,000 (the “Initial Purchase Price”); provided, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In that, in the event that, within the respective prescribed periodsin one or more transactions, the Lead Underwriters on behalf Company sells additional shares of Class A Common Stock to third-party purchasers between the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone date hereof and the Closing Date for a period (other than the shares of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, Common Stock issued in connection with the offering and sale Target Acquisition) at a price per share greater than the Purchase Price Per Common Share (such sales, collectively, the “Common Equity Offering”), then the Company may elect in its sole discretion by providing written notice to the Purchaser at least three (3) business days prior to the Closing Date, which such notice shall contain the total purchase price of the Dollar Notesshares sold in the Common Equity Offering (the “Aggregate Common Equity Offering Amount”), to reduce the Initial Purchase Price by an amount up to the Aggregate Common Equity Offering, not to exceed $50,000,000 (the “Purchase Price Cut-Back”), and in such event the Stock Consideration Amount shall be reduced by an amount equal to (rounded down to the nearest whole number) (x) the amount of the Purchase Price Cut-Back divided by (y) the Purchase Price Per Common Share. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------In consideration of the Purchaser’s agreement to permit the Purchase Price Cut-Back, the Company shall pay to the Purchaser an amount equal to the product of (i) 0.03 and (ii) the amount of the Purchase Price-Cut-Back (the “Commitment Fee”), in cash. The Commitment Fee payable to the Purchaser shall be offset against such Purchaser’s obligation to pay its Initial Purchase Price, and the Purchaser’s Initial Purchase Price shall be reduced (without duplication) by an amount equal to the sum of (i) the amount of the Purchase Price Cut-Back and (ii) the Commitment Fee payable hereunder (the Initial Purchase Price, as adjusted pursuant to this Section 1.1(a), the “Purchase Price”). (b) If, after giving effect Purchased Preferred Shares and Purchased Common Shares to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter be issued and sold by the non-defaulting Underwriters, Company to the Purchaser pursuant to this Agreement are collectively referred to as provided in Clause 3.1(a) above, the aggregate principal amount “Shares.” The Company will use the proceeds of the Dollar Notes which remains unpurchased does not exceed ten per cent. Purchase Price for (a) payment of fees and expenses incurred in connection with the aggregate principal amount of the Dollar Notestransactions contemplated by this Agreement, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and(b) other general corporate purposes, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. and (c) If, after giving effect to any arrangements for the purchase funding of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultTarget Acquisition.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements (as defined below), the Lender hereby agrees to purchase and pay for such loan to the Company the principal amount specified on the Lender’s signature page of this Agreement (the “Purchase Price”), out of the aggregate amount being loaned by all Lenders of US $300,000 (the “Aggregate Purchase Price”). (ii) The obligation to repay the loan of the relevant Purchase Price from the Lender shall be evidenced by the Company’s issuance of one or more Notes to the Lender in the principal amount of one hundred eight percent (108%) of the Dollar Notes set out against its name Purchase Price paid by the Lender on or in connection with the Schedule hereto Closing Date. Each Note shall be payable on the earlier of (A) the date (the “Stated Maturity Date”) which is one hundred twenty (120) days after the Closing Date at or (B) the Issue Price, all date on which the New Transaction Threshold (as defined in the Note) occurs. Each Note shall be in the form of Annex I annexed hereto. Repayment of the Note shall be secured under the terms set out of a Security Interest Agreement between the Company, as debtor, and the Lender, as secured party (the “Security Interest Agreement”), substantially in this Agreementthe form annexed hereto as Annex V. (iii) In consideration of the loan to be made by the Lender, the Company will issue to such Lender the Warrant to purchase the number of shares of the Company’s Common Stock as provided in Section 4 hereof. (aiv) If any Underwriter shall default on its obligation The loan to purchase Dollar Notes which it has agreed be made by the Lender and the issuance of the Note and the Warrant to purchase hereunder, the non-defaulting Underwriters may Lender and the other transactions contemplated hereby are sometimes referred to herein and in their discretion arrange to purchase, or for another party or the other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for Transaction Agreements as the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant Securities (as defined below), and are referred to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with collectively as the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default“Transactions. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.”

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-non- defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-non- defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata PRO RATA share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-non- defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-non- defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as ICM:666130.2 provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-non- defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements (as defined below), the Lender hereby agrees to purchase and pay for such loan to the Company the principal amount specified on the Lender’s signature page of this Agreement (the “Purchase Price”), out of the aggregate amount being loaned by all Lenders of US $1,000,000 (the “Aggregate Purchase Price”). (ii) The obligation to repay the loan of the relevant Purchase Price from the Lender shall be evidenced by the Company’s issuance of one or more Notes to the Lender in the principal amount of one hundred ten percent (110%) of the Dollar Notes set out against its name Purchase Price paid by the Lender on or in connection with the Closing Date. Each Note shall be payable on the earlier of (A) the date (the “Stated Maturity Date”) which is one hundred fifty (150) days after the Closing Date or (B) the date on which the New Transaction Threshold (as defined in the Schedule Note) occurs. Each Note shall be in the form of Annex I annexed hereto. Repayment of the Note shall be secured under the terms of a Security Interest Agreement between the Company, as debtor, and the Lender, as secured party (the “Security Interest Agreement”), substantially in the form annexed hereto as Annex V. (iii) In consideration of the loan to be made by each Lender, the Company agrees to issue to each Lender the Issued Shares on the Closing Date at Date. Additional provisions relating to the Issue Price, all on the terms set out in this AgreementIssued Shares are provided below. (aiv) If any Underwriter shall default on its obligation The loan to purchase Dollar Notes which it has agreed be made by the Lender and the issuance of the Note and the Issued Shares to purchase hereunder, the non-defaulting Underwriters may Lender and the other transactions contemplated hereby are sometimes referred to herein and in their discretion arrange to purchase, or for another party or the other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for Transaction Agreements as the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant Securities (as defined below), and are referred to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with collectively as the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default“Transactions. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.”

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Sixth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, Price all on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Sixth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC ANPLC to purchase, such Dollar Sixth Issuer Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Sixth Issuer Notes, then NRPLC ANPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Sixth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters Managers on behalf of the non-defaulting Underwriters notify NRPLC ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Sixth Issuer Notes, or NRPLC ANPLC notifies the non-defaulting Underwriters that it has they have so arranged for the purchase of such Dollar Sixth Issuer Notes, the non-defaulting Underwriters or NRPLC ANPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablynot more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Sixth Issuer Notes. Any substitute purchaser of Sixth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Dollar Sixth Issuer Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Sixth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(aCLAUSE 3.1(A) above, the aggregate principal amount of the Dollar Sixth Issuer Notes which remains unpurchased does not exceed ten 10 per cent. of the aggregate principal amount of the Dollar Sixth Issuer Notes, NRPLC then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Sixth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Sixth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Sixth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Sixth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(aCLAUSE 3.1 (A) above, the aggregate principal amount of the Dollar Sixth Issuer Notes which remains unpurchased exceeds ten 10 per cent. of the aggregate principal amount of the Dollar Sixth Issuer Notes, or if NRPLC ANPLC shall not exercise the right described in Clause 3.1(bCLAUSE 3.1 (B) above to require non-defaulting Underwriters to purchase the Dollar Sixth Issuer Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements (as defined below), the undersigned Buyer hereby agrees to purchase and pay for such loan to the Company the aggregate principal amount of specified as the Dollar Notes set out against its name in the Schedule hereto “Aggregate Debenture Purchase Price” on the signature page hereof. Subject to the terms and conditions hereof, the Buyer will lend the Aggregate Debenture Purchase Price in equal installments of $500,000 each (each, a “Debenture Purchase Price”) on the respective Closing Dates (as defined below) provided below. The Debenture Purchase Price on each Closing Date at shall be allocated to the Issue Pricepurchase of Debentures in principal amounts determined by the Buyer, all on the terms set out in this Agreementas provided herein. (aii) If any Underwriter shall default on its The obligation to purchase Dollar Notes which it has agreed to purchase hereunder, repay each loan from the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC Buyer shall be entitled to a further period evidenced by the Company’s issuance of thirty-six hours within which to procure another party one or other parties satisfactory more Convertible Debentures to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for Buyer each in a period of time agreed principal amount designated by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating Buyer to the offering and sale of Company on or before the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ relevant closing date (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, where the aggregate principal amount of all such Convertible Debentures issued on a Closing Date shall be equal to the Dollar Notes which remains unpurchased does not exceed ten per centDebenture Purchase Price being loaned on the relevant Closing Date). of Each Debenture actually issued to the aggregate Buyer is referred to as a “Debenture.” The principal amount of each Debenture issued on the Dollar Notesrelevant Closing Date shall be as provided in the Allocation of Debentures, NRPLC Cash Purchase Price Amount and Purchase Notes for Specified Closing Date attached hereto as Annex XIV (the “Allocation Table”). Each Debenture (a) shall provide for a Conversion Price (as defined below), which price may be adjusted from time to as provided herein and therein, (b) shall have the right terms and conditions of, and be substantially in the form attached hereto as, Annex I and (c) shall be guaranteed by each respective Pledgor pursuant to require each non-defaulting Underwriter to purchase the principal amount terms of the Dollar Notes Guarantee, substantially in the form annexed hereto as Annex VIII, which such Underwriter agreed Guarantee shall be secured pursuant to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount terms of the Dollar Notes which such Underwriter agreed to purchase hereunder) Pledge Agreement, substantially in the form annexed hereto as Annex IX. A schedule of the principal amount Pledgors and the number of the Dollar Notes shares to be pledged by each of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultthem is attached hereto as Annex XIII. (ciii) IfOn each Closing Date, after giving effect the Buyer shall pay the Debenture Purchase Price and the Warrant Purchase Price (as defined below) to any arrangements for the purchase of Company in the principal amount of manner provided below, and the Dollar Notes of a defaulting Underwriter by Company shall deliver the non-defaulting Underwriters relevant Certificates (as defined below) to the Escrow Agent, as provided in Clause 3.1(aSection 1(c) abovehereof. (iv) Each loan to be made by the Buyer and the issuance of the Debentures (as defined below) and the Warrants (collectively, the aggregate principal amount “Purchased Securities”) to the Buyer are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of the Dollar Notes which remains unpurchased exceeds ten per cent. of Debentures and the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultWarrants.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees On the Effective Date and from time to time (each such date of sale, a “Sale Date”), Purchaser shall purchase from each Seller, and pay each Seller shall sell to Purchaser, the Receivables (or, in the case of Eligible Bank Partner Receivables, the related Participation Interest) listed on Schedule I hereto, as may be updated from time to time by any Seller (each such purchase, a “Purchase”) for the Purchase Price of the Eligible Receivables sold (or, in the case of Eligible Bank Partner Receivables, the related Participation Interest sold) in such principal Purchase. On each Sale Date, the applicable Seller shall and hereby does sell, transfer, assign, set over and convey to Purchaser all rights, title and interest of such Seller in and to the Receivables sold (or, in the case of Eligible Bank Partner Receivables, the related Participation Interest sold) to Purchaser on such Sale Date. The Receivables Balance of the Purchased Receivables shall be calculated and agreed to by the Parties, and each Seller’s applicable portion of any applicable Purchase Price shall be paid by Purchaser to each Seller by wire transfer of immediately available funds in accordance with instructions previously provided in writing by each Seller. The Purchase Price may be paid in several transfers of funds which in total will equal the Purchase Price. To the extent the Purchase Price for the related Purchased Receivables exceeds the aggregate amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation cash available to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchasebe paid by Purchaser, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC excess shall be entitled treated as a capital contribution by the applicable Seller to Purchaser. The closing (“Closing”) of any Purchase shall occur at a further period of thirty-six hours within which to procure another party or other parties satisfactory location mutually agreeable to the non-defaulting Underwriters Parties. At the Closing, each Seller shall provide access or otherwise make available to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf Purchaser or one of its designees all of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultPortfolio Documents. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount (a) In consideration of the Dollar Notes payment of the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set out against over and otherwise convey to RFC IV (collectively, the “Conveyance”), without recourse except as provided herein, all of its name right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the Schedule hereto case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by FSB and purchased by RFC IV on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained hereinDate. If within thirty-six hours Receivables arising after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period in the Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of time agreed by business on the Lead Underwriters related Addition Cut-Off Date and NRPLC acting reasonably, thereafter arising in order to effect whatever changes may thereby be made necessary in any documents such Additional Accounts on or arrangements relating prior to the offering related Addition Date, and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph related Purchased Assets, shall be deemed to sold by FSB and purchased by RFC IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be an Underwriter, for purposes of this Agreement, in connection with sold by FSB and purchased by RFC IV on the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------date such Receivables arise. (b) IfFSB shall (i) record and file, after giving effect at its own expense, any financing statements (and amendments with respect to any arrangements for such financing statements when applicable) with respect to the purchase Purchased Assets meeting the requirements of Dollar Notes applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of a defaulting Underwriter by the non-defaulting Underwriterssuch Purchased Assets from FSB to RFC IV, (ii) cause such financing statements and amendments to name FSB, as provided in Clause 3.1(a) aboveseller, the aggregate principal amount and RFC IV, as purchaser, of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each nonPurchased Assets and (iii) deliver a file-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes stamped copy of such defaulting Underwriter for which financing statements or amendments or other evidence of such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultfilings to RFC IV as soon as is practicable after filing. (c) IfFSB shall, after giving effect at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC IV in accordance with this Agreement and have been conveyed by RFC IV to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to RFC IV an Account Schedule (provided, however, that such Account Schedule shall be provided in respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any arrangements for Account during the purchase term of this Agreement unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the interest of RFC IV in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by FSB on each Addition Date (or with respect to New Accounts, on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to RFC IV. It is the intention of the principal amount parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then parties hereto that this Agreement shall thereupon terminateconstitute a security agreement under applicable law, without liability on and that FSB shall be deemed to have granted, and FSB does hereby grant, to RFC IV a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the part Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the non-defaulting Underwriters; but nothing herein obligations of FSB hereunder. With respect to such security interest and such collateral, the Trustee shall relieve have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a defaulting Underwriter from liability for secured creditor under the UCC. (f) Each Account will continue to be owned by FSB and is not a Purchased Asset. (g) By executing this Agreement, each of FSB and RFC IV acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the Original Agreement and any of its defaultexisting obligations under the Original Agreement shall remain in full force and effect under this Agreement, as amended and restated.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement, the Note, and the other documents executed in conjunction with the purchase of the Note (collectively the “Transaction Documents”), the Purchaser hereby agrees to purchase the Note for an aggregate purchase price of $200,000 (the “Purchase Amount”). The First Advance Amount (as defined herein) shall be funded and pay for issuable upon the signing of this Agreement or at such principal amount later date mutually agreed upon the by parties (the “First Closing Date”). The Second Advance Amount (as defined herein) shall be funded and issuable on the 60th day following the First Closing Date (the “Second Closing Date”); provided, however, if at any time during the period beginning as of the Dollar Notes set out against its name First Closing Date and ending on the trading day immediately preceding the Second Closing Date, the closing price of the Company’s common stock reported by the Company’s Principal Trading Market is less than 50% of the closing price of the Company’s common stock as reported by the Company’s Principal Trading Market on the First Closing Date (as adjusted for combinations, consolidations, subdivisions, stock splits, or other reclassifications) the Purchaser may, in the Schedule hereto on Purchaser’s sole and absolute discretion, determine not to fund all or any portion of the Closing Date Second Advance Amount. The Company will, at all times, reserve a number of shares of Common Stock that shall not be less than 300% of the Issue Price, number of shares of Common Stock sufficient to effect conversion of the Note and all on accrued interest thereon. Purchaser Initial: ______ Company Initial: ____ _ (ii) The Note referred to herein shall be in the terms set out in form of Annex I to this Agreement. (aiii) If any Underwriter shall default on its obligation The purchase of the Note by the Purchaser and the other transactions contemplated hereby are sometimes referred to purchase Dollar Notes which it has agreed to purchase hereunder, herein and in the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for Transaction Documents as the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant Securities (as defined below), and are referred to this paragraph collectively as the “Transactions”. (iv) The Purchaser shall deliver the First Advance Amount to counsel for the Purchaser, which shall be deemed held in escrow until authorized for release to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale Company by written instruction of the Dollar NotesPurchaser. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect The First Advance Amount shall be promptly returned to any arrangements the Purchaser if not authorized for the purchase of Dollar Notes of a defaulting Underwriter release by the non-defaulting Underwriters, as provided Purchaser on the First Closing Date. Subject to the conditions set forth in Clause 3.1(aSection 1(a)(i) above, the aggregate principal amount Purchaser shall deliver the Second Advance Amount, at the discretion of the Dollar Notes which remains unpurchased does not exceed ten per cent. of Purchaser, to the aggregate principal amount of Company directly or to counsel for the Dollar Notes, NRPLC shall have Purchaser to be held in escrow until authorized for release to the right to require each non-defaulting Underwriter to purchase Company by the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based Purchaser on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultSecond Closing Date. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount (a) In consideration of the Dollar Notes payment of the Purchase Price as provided herein, Fleet (RI) does hereby sell, transfer, assign, set out against over and otherwise convey to FCCF (collectively, the "CONVEYANCE"), without recourse except as provided herein, all of its name right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Purchase Date, in the Schedule hereto case of Receivables existing and arising in the Existing Accounts, and at the close of business on each Addition Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts, and in each case thereafter created from time to time in the Existing Accounts and the Additional Accounts, all Allocated Interchange and Recoveries with respect to such Receivables, all moneys due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including, without limitation, "proceeds" as defined in the UCC) thereof. Such property shall constitute the "PURCHASED ASSETS." The Receivables arising after the Initial Purchase Date in the Existing Accounts and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the Closing Date date such Receivables arise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables existing in Additional Accounts at the Issue Price, all close of business on the terms set out related Addition Cut-Off Date and the Receivables arising after the Addition Cut-Off Date and on or before the Addition Date and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the related Addition Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the date such Receivables arise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. (ab) If any Underwriter Fleet (RI) shall default on record and file, at its obligation own expense, financing statements (and continuation statements and amendments when applicable) with respect to purchase Dollar Notes which it has agreed the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to purchase hereunderperfect, and maintain the perfection of, the non-defaulting Underwriters may in their discretion arrange Conveyance of the Purchased Assets to purchaseFCCF, and shall deliver a file stamped copy of each such financing statement to FCCF on or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory prior to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablyInitial Purchase Date, in order to effect whatever changes may thereby be made necessary in any documents or arrangements the case of Purchased Assets relating to the offering Existing Accounts, and sale (if any additional filing is so necessary) the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (c) Fleet (RI) shall, at its own expense, (a) on or prior to (x) the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes execution of this Agreement, in the case of the Existing Accounts or (y) the applicable Addition Date, in the case of Additional Accounts indicate in the appropriate computer files that all Receivables created in connection with the offering Accounts have been conveyed to FCCF pursuant to this Agreement and FCCF has transferred the Receivables to the Trustee pursuant to the Pooling and Servicing Agreement by including in such computer files the code "02," "11," "12," "13," "14," "15," "16," "17," "20," "22" or "30" through "80" (or any other code specified in a Supplemental Conveyance) in the PORTF_CD field of such computer files, and (b) at the time of execution of this Agreement and on or prior to each Addition Date, as applicable, to deliver to FCCF and the Trustee an Account Schedule containing a true and complete list of all Accounts. Fleet (RI) agrees that it will maintain the Account Schedule as a true and complete list of all Accounts and will supplement or amend the Account Schedule on each Addition Date and periodically, as needed, to remove Deleted Accounts and add Transferred Accounts. Fleet (RI) agrees not to alter the codes or field referenced in clause (a) above in this subsection with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or unless and until (i) Fleet (RI) shall give written notice of any such alteration to FCCF, such written notice to be as of the date of its receipt by FCCF incorporated into and made part of this Agreement, and (ii) Fleet (RI) has taken such action as is necessary or advisable to cause the interest of FCCF in the Purchased Assets to continue to be perfected and of first priority; except that Fleet (RI) may, without complying with the foregoing provisions, alter the code of any Account from "02," "11," "12," "14," "15," "16," "17," "20," "22," or "30" through "80" to "13." (d) The parties hereto intend that the conveyance of Fleet (RI)'s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Fleet (RI) to FCCF. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall for all purposes, including for accounting purposes, constitute a purchase and sale of such Purchased Assets and not a loan. In the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) Ifevent, after giving effect however, that it were to any arrangements for be determined that the transactions evidenced hereby constitute a loan and not a purchase of Dollar Notes of a defaulting Underwriter by and sale, it is the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount intention of the Dollar Notes which remains unpurchased parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Fleet (RI) shall be deemed to have granted, and Fleet (RI) does not exceed ten per cent. hereby grant, to FCCF a first priority perfected security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the aggregate principal amount Purchased Assets to secure the obligations of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share Fleet (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase RI) hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (ce) IfTo the extent that Fleet (RI) retains any interest in the Purchased Assets, after giving effect Fleet (RI) hereby grants to any arrangements for the purchase Trustee a security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the principal amount obligations of Fleet (RI) hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the Dollar Notes rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a defaulting Underwriter by secured creditor under the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultUCC.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation Subject to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriterand conditions hereinafter set forth, Seller hereby agrees that on each Closing Date Seller shall sell and convey and hereby does sell and convey to Buyer all Seller's right, title and interest in, to and under the non-defaulting Underwriters do not arrange Senior Insurance Settlements which the Buyer shall acquire from time to time from the Seller pursuant to Section 2.2 below, all monies due or to become due with respect to the Senior Insurance Settlements all proceeds of and from the Senior Insurance Settlements, and all of Seller's, rights, remedies, powers and privileges under Seller' s Agreements with the insureds for the sale and purchase of Senior Insurance Settlements; and Buyer hereby agrees to acquire such Dollar NotesSenior Insurance Settlements from Seller on each Closing Date, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------without recourse. (b) If, after giving effect Seller agrees to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right sell and convey to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultBuyer only Eligible Senior Insurance Settlements. (c) IfSeller and Buyer intend that this transaction is a sale and, after giving effect at the time Senior Insurance Settlements are sold and conveyed to any arrangements for Buyer, Seller shall be deemed, in the purchase event a court should rule that the sale to Buyer was not a true sale but a financing arrangement, to grant, and does hereby grant to Buyer a security interest in all of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) aboveSeller's right, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notestitle and interests in, to and under such Senior Insurance Settlements, all monies due or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriterbecome due with respect thereto and all proceeds thereof; therefore, then this Agreement shall thereupon terminatealso constitute a security agreement under applicable law. In connection with each sale and, without liability conveyance of Senior Insurance Settlements to Buyer, Seller agrees, at its own expense on each Closing Date, to execute and deliver to Buyer such other instruments with respect to the part Senior Insurance Settlements being sold and conveyed to Buyer, which meet the requirements of applicable state law and which Buyer shall file in the appropriate records in such jurisdictions as are necessary to perfect the security interest granted to Buyer hereunder. (d) In connection with each sale and conveyance of Senior Insurance Settlements to Buyer, Seller shall, at its own expense on or prior to each Closing Date, (1) indicate in its computer master file that Senior Insurance Settlements have been sold to Buyer in accordance with this Agreement and transferred to the Trust pursuant to the Pooling and 1. Upon Buyer's written request from time to time, Seller shall use its best efforts to provide to Buyer a copy of the non-defaulting Underwriters; but nothing herein shall relieve cover page of the insurance policy pertaining to a defaulting Underwriter from liability for its defaultSenior Insurance Settlement.

Purchase. Each Underwriter severally agrees a. I hereby agree to purchase tender to S▇▇▇▇▇ Securities, Inc. (the “Escrow Agent”), by check or wire transfer of immediately available funds (to a bank account and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto related wire instructions to be provided to me on the Closing Date at the Issue Pricemy request) made payable to “S▇▇▇▇▇ Securities, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunderInc., the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange as Agent for the purchase of such Dollar NotesInvestors in Kairos Pharma, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged Ltd.” for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based Note indicated on the signature page hereto, an executed copy of this Subscription Agreement, an executed copy of the Investor Rights and Lock-Up Agreement and an executed copy of my Investor Questionnaire attached as Exhibit A hereto. Funds will be held in escrow, as set forth in more detail below (the “Escrow Account”), pending the Initial Closing. b. The Offering is for up to $3,000,000 principal amount of Notes (the Dollar “Maximum Offering Amount”), although the Company and Boustead reserve the right, in their sole discretion, to increase the Maximum Offering Amount of Notes which such Underwriter agreed to an aggregate principal amount that is in excess of $3,000,000. All subscriptions to purchase hereunderNotes will be held in a noninterest-bearing escrow account (the “Escrow Account”) of maintained by the Escrow Agent. The subscriptions will remain in the Escrow Account until the Company has accepted such subscriptions and the Company. There is no minimum dollar principal amount of Notes that must be sold prior to the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein “Expiration Date” described below in order to complete the Offering and at each Closing described below all escrowed proceeds from accepted subscriptions, less commissions and expenses payable to Boustead, shall relieve a defaulting Underwriter from liability for its defaultbe remitted to the Company. c. This Offering will continue until the earlier of (ca) If, after giving effect to any arrangements the sale Notes for the purchase Maximum Offering Amount, (b) July 31, 2022, or such extension date agreed to, in their sole discretion, by the Company and Boustead, to as late as August 31, 2022 (the “Expiration Date”). Upon the earlier of a “Closing” (defined below) on my subscription or completion of the Offering, I will be notified promptly by the Company as to whether my subscription has been accepted by the Company. If my subscription has been accepted, the Company will promptly deliver to me a duly executed Note in principal amount of equal to the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal dollar amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultmy subscription.

Purchase. Each Underwriter severally (i) Subject to the terms and conditions of this Agreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase and pay for such from the Company a Secured Convertible Promissory Note in principal amount of the Dollar Notes set out against its name $2,766,500.00 substantially in the Schedule form attached hereto on as Annex II (the Closing Date at “Note”). The Note shall be secured by a Security Agreement substantially in the Issue Price, all on form attached hereto as Annex III listing each of the terms set out in this Secured Buyer Notes as security for the Company’s obligations under the Transaction Documents (the “Security Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder”). In consideration thereof, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC Buyer shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b1) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase pay the principal amount set forth on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”) and (2) issue to the Company the Secured Buyer Notes (the sum of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the initial principal amount amounts of the Dollar Secured Buyer Notes, together with the Initial Cash Purchase Price, the “Purchase Price”. Secured Buyer Notes #1 - #3 shall be secured by a Trust Deed substantially in the form attached hereto as Annex IV (the “Trust Deed”), which such Underwriter agreed provides for collateral that has a value equal to purchase hereunder) or in excess of the principal amount of such Secured Buyer Notes. Secured Buyer Notes #4 - #10 shall be secured by such collateral as the Dollar Notes of Buyer determines in its sole discretion, provided that such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve collateral has a defaulting Underwriter from liability for its default. (c) If, after giving effect value equal to any arrangements for the purchase or in excess of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) abovesuch Secured Buyer Notes. Upon such determination, the aggregate Buyer and the Company shall enter into such additional agreements as shall be reasonably necessary, as determined in the Buyer’s sole discretion, to provide evidence of such security interest. The Initial Cash Purchase Price shall be paid in accordance with the Wire Instructions. The Initial Cash Purchase Price is allocated to the Note, the OID (as defined below) and the Warrant as set forth in the table in Annex V attached hereto. (ii) In consideration for the Initial Cash Purchase Price, the Company will also issue to the Buyer a Warrant to Purchase Shares of Common Stock in the form attached hereto as Annex VI (the “Warrant”). (iii) The Company shall also execute and deliver to the Buyer a Request for Full Reconveyance (the “Request”) substantially in the form attached hereto as Annex VII. (iv) The Request shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as Annex VIII (the “Escrow Agreement”). (v) The Company shall also execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as Annex IX (the “Transfer Agent Letter”). (vi) At the Closing, the Buyer shall deliver to the Company the following: (1) The Initial Cash Purchase Price; (2) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the Dollar Notes which remains unpurchased exceeds ten per cent. of form attached hereto as Annex X (“Secured Buyer Note #1”); (3) A Buyer Trust Deed Note in the aggregate principal amount of $200,000.00 substantially in the Dollar form attached hereto as Annex XI (“Secured Buyer Note #2”); (4) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XII (“Secured Buyer Note #3”); (5) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIII (“Secured Buyer Note #4”); (6) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIV (“Secured Buyer Note #5”); (7) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XV (“Secured Buyer Note #6”); (8) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVI (“Secured Buyer Note #7”); (9) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVII (“Secured Buyer Note #8”); (10) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVIII (“Secured Buyer Note #9”); (11) A Secured Buyer Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIX (“Secured Buyer Note #10,” and together with Secured Buyer Note #1, Secured Buyer Note #2, Secured Buyer Note #3, Secured Buyer Note #4, Secured Buyer Note #5, Secured Buyer Note #6, Secured Buyer Note #7, Secured Buyer Note #8, and Secured Buyer Note #9, the “Secured Buyer Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b”); and (12) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part The Trust Deed. (vii) The tender of the non-defaulting Underwriters; but nothing Initial Cash Purchase Price and the issuance and sale of the Note and the Warrant to the Buyer are sometimes referred to herein shall relieve a defaulting Underwriter from liability for its defaultand in the other Transaction Documents as the purchase and sale of the Note and Warrant.

Purchase. Each Underwriter severally Neither the Issuer nor any of its subsidiaries may at any time purchase Notes in the open market or otherwise at any price, provided, however, that the Issuer and its subsidiaries may: (i) redeem the Notes as provided herein; (ii) issue options entitling Noteholders to exchange their Notes for equity securities of the Company (“Options”) and acquire Notes in exchange for equity securities of the Company upon the exercise of such Options, in each case, on the terms and conditions set forth in the Option Agreement; (iii) purchase Notes in the open market for cash, so long as (x) such Notes are purchased at a price that is less than 100% of the then outstanding principal amount thereof plus the amount of any accrued and unpaid interest thereon, (y) at the time of the purchase, and after giving effect thereto, the Company has an amount of unrestricted cash and/or cash equivalents which when added to any undrawn amounts available for borrowing under any of the Company’s revolving lines of credit equals or exceeds US$100,000,000, and (z) the purchased Notes are immediately retired and cancelled and may not be reissued by the Company; and (iv) if the Company agrees to purchase and pay for Notes (the “▇▇▇▇▇▇▇ Notes”) from ▇▇▇▇▇▇▇ (a “Selling ▇▇▇▇▇▇▇ Noteholder”) the Company shall as a further condition (i.e., in addition to the conditions set forth in clause (iii) above which must also be complied with in connection with any such principal amount purchase) to the consummation of any such purchase, offer to each Other Noteholder a tag-along right (“Tag-Along Right”) to sell a pro-rata portion of the Dollar Notes set out against its name in held by any such Other Noteholder to the Schedule hereto Company, at the same price and on the Closing Date at same terms and conditions as the Issue Price, all on proposed purchase from the terms set out in this AgreementSelling ▇▇▇▇▇▇▇ Noteholder. (aA) If With respect to any Underwriter shall default on its obligation sale to purchase Dollar Notes which it has agreed to purchase hereunderthis Section 5(f)(iv) applies, the nonCompany shall send a written notice (the “Tag-defaulting Underwriters may in their discretion arrange Along Notice”) to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf each of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Other Noteholders (b1) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, specifying the aggregate principal amount of Notes offered for sale by the Dollar Selling ▇▇▇▇▇▇▇ Noteholder, the amount of interest accruing, but not including, the anticipated closing date of the sale (“Accrued Interest”), the aggregate purchase price therefor, the anticipated closing date, the total amount of funds determined to be available by the Company for the purchase of the ▇▇▇▇▇▇▇ Notes and any Notes to be sold by the Other Noteholders pursuant to their Tag-Along Right and a summary of the other material terms and conditions of the offer, and (2) offering to purchase a pro-rata portion of their Notes on the same terms and conditions (including price) as the proposed purchase from the Selling ▇▇▇▇▇▇▇ Noteholder. (B) The Other Noteholders shall have a period (such period, the “Tag-Along Period”) of 3 Business Days (or such longer period as may be required by law) after the delivery of the Tag-Along Notice in which remains unpurchased does not exceed ten per centto determine to exercise their Tag-Along Rights. (C) The Tag-Along Right may be exercised in whole or in part at the option of each of the Other Noteholders. Notice of an Other Noteholder’s intention to exercise its Tag-Along Right, in whole or in part, shall be evidenced in writing (the “Tag-Along Notice of Election”) signed by the Other Noteholder and delivered to the Company prior to the end of the Tag-Along Period, setting forth the aggregate principal amount of Tag-Along Notes that the Dollar NotesOther Noteholder elects to sell pursuant to its or his Tag-Along Rights. Once delivered to the Company, NRPLC the Tag-Along Notice of Election shall have be irrevocable by the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultOther Noteholder. (cD) If, after giving effect If no Other Noteholder elects to any arrangements for participate by delivering a Tag-Along Notice of Election prior to the purchase end of the principal amount Tag-Along Period, the Selling ▇▇▇▇▇▇▇ Noteholder may sell the Notes proposed to be sold by it to the Company, on the terms and conditions set forth in the Tag-Along Notice. (E) If one or more Other Noteholders elects to participate by delivering a Tag-Along Notice of Election prior to the end of the Dollar Notes Tag-Along Period, the Company will notify the Selling ▇▇▇▇▇▇▇ Noteholder and each Other Noteholder who has elected to participate in the sale of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(afollowing: (i) above, the aggregate principal amount of Notes (plus Accrued Interest) owned by the Dollar Notes which remains unpurchased exceeds ten per cent. of Selling ▇▇▇▇▇▇▇ Noteholder and each exercising Other Noteholder that will be purchased by the Company, and in the event the aggregate principal amount of Notes (plus Accrued Interest) offered by the Dollar Selling ▇▇▇▇▇▇▇ Noteholder and each exercising Other Noteholder exceeds the total amount of funds available to the Company for such purchase, the pro-rata portion of Notes that the Company will purchase from the Selling ▇▇▇▇▇▇▇ Noteholder and each exercising Other Noteholder along with the calculation of the Selling ▇▇▇▇▇▇▇ Noteholder’s and each exercising Other Noteholder’s pro-rata portion calculated in accordance with formula set forth in the ultimate sentence of this subsection (E) and (ii) the closing date of the sale, which shall be no later than 5 Business Days after the date of the notice. The aggregate principal amount of Notes (plus Accrued Interest) to be purchased by the Company shall be determined by multiplying the aggregate principal amount of Notes (plus Accrued Interest) proposed to be sold by the Selling ▇▇▇▇▇▇▇ Noteholder or each Other Noteholders who delivered a Tag Along Notice of Election, as applicable, by a fraction, the numerator of which is equal to the aggregate principal amount of Notes (plus Accrued Interest) the Company is willing to purchase and the denominator of which is equal to the aggregate principal amount of Notes (plus Accrued Interest) proposed to be sold by the Selling ▇▇▇▇▇▇▇ Noteholder and by the Other Noteholders who delivered Tag Along Notices of Election. (F) All purchases of Notes by the Company pursuant to this Section 5(f)(iv) shall be consummated contemporaneously at the offices of the Company. The delivery of the Note Certificates evidencing such Notes, or if NRPLC along with duly executed Transfer Certificates, shall not be made on such date against payment of the purchase price for such Notes. If a Noteholder chooses to exercise the right described in Clause 3.1(b) above Tag-Along Right with respect to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part less than all of the non-defaulting Underwriters; but nothing herein shall relieve Notes represented by a defaulting Underwriter from liability Note Certificate, a new Note Certificate for the balance of the unsold Notes will be issued and registered in the name of such Noteholder.” 4. Section 11(d) of the Terms and Conditions is amended and restated in its default.entirety as follows:

Purchase. Each Underwriter severally On the Closing Date, subject to the terms and conditions hereof, each Purchaser hereby agrees to purchase from Breitburn, and pay Breitburn hereby agrees to issue and sell to each Purchaser, the number of Series B Preferred Units set forth opposite each Purchaser’s name on Schedule A for such principal amount a cash purchase price of $7.50 (the “Purchase Price”) per Series B Preferred Unit (collectively, the “Purchased Units”). The obligations of each Purchaser under any Basic Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the Dollar Notes set out against its name obligations of any other Purchaser under any Basic Document, provided that, notwithstanding the foregoing or anything else to the contrary provided herein, in the Schedule hereto on event that the Guggenheim Purchasers fail, for any reason, to comply with their obligations to consummate the Closing Date at the Issue Pricetime at which they are obligated to consummate the Closing pursuant to Section 2.02, Anchorage shall purchase all of the Series B Preferred Units required to be purchased by the Guggenheim Purchasers hereunder, provided further, that, notwithstanding anything else contained herein, if the Guggenheim Purchasers, or a Person that is administered, advised or managed by Guggenheim Management, do not purchase, in the aggregate, all on of the terms set out in this 2020 Notes required to be purchased by them under the Notes Purchase Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange closing of which is to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on occur simultaneously with the terms contained herein. If within thirty-six hours after such default by any UnderwriterClosing, the non-defaulting Underwriters do Guggenheim Purchasers shall not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes Series B Preferred Units pursuant to this paragraph shall be deemed to be an Underwriter, for purposes Agreement. The failure or waiver of this Agreement, in connection with the offering and sale performance under any Basic Document of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter Purchaser by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased Breitburn does not exceed ten per cent. excuse performance by any other Purchaser and the waiver of the aggregate principal amount performance of the Dollar Notes, NRPLC shall have the right Breitburn by any Purchaser does not excuse performance by Breitburn with respect to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultother Purchaser. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees (a) The purchase price (the "Purchase Price") for the Acquired Assets and the agreement not to purchase and pay for such principal compete of the Seller set forth in Section 3.8 shall be cash in the amount of the Dollar Notes set out against its name in excess of (x) $33,400,000 over (y) the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf aggregate amount of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------Merchant Receivables. (b) IfThe Purchaser and HSN Catalog Services shall pay the Purchase Price (less (i) the Escrow Amount (as defined below) and (ii) the Estimated Net Working Capital Deficit (as defined in Section 1.8(b)(i)), after giving effect if any), at Closing by wire transfer of immediately available funds to any arrangements an account of the Seller designated in writing to the Purchaser no later than two business days prior to the Closing Date. At the Closing, the Purchaser shall deliver $3,000,000 of the Purchase Price (the "Escrow Amount") to the escrow agent (the "Escrow Agent") named in the escrow agreement to be entered into as of the Closing Date between the Purchaser, the Seller and the Escrow Agent in the form attached hereto as Exhibit A (the "Escrow Agreement"). The lesser of (i) $2,000,000 of the Escrow Amount and (ii) the aggregate amount in the escrow fund under the Escrow Agreement shall be a contingent portion of the Purchase Price (such lesser amount, the "Contingent Amount"), and the Escrow Agreement shall provide that the Contingent Amount shall be paid back to the Purchaser if Keystone, during the first two years of the term of the Services Agreement, fails to perform, in all material respects, its obligations under the Services Agreement, unless, prior to the expiration of the first two years of the term of the Services Agreement, the Services Agreement is terminated by Keystone for Cause (as defined in the purchase of Dollar Notes of a defaulting Underwriter Services Agreement) or by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount Purchaser for any reason other than for Cause. Fees and expenses of the Dollar Notes which remains unpurchased does not exceed ten per cent. of Escrow Agent shall be paid fifty percent (50%) by the aggregate principal amount of Seller and fifty percent (50%) by the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultPurchaser. (c) If, after giving effect to any arrangements for the purchase The allocation of the principal amount of Purchase Price among the Dollar Notes of a defaulting Underwriter by Acquired Assets and the non-defaulting Underwriters as provided compete set forth in Clause 3.1(a) aboveSection 3.8 shall be reasonably agreed to by the Purchaser and the Seller prior to the Closing Date. The Purchaser, the aggregate principal amount of Seller and HSN Catalog Services shall follow such allocation in determining and reporting their liabilities for federal, state, local and foreign tax returns filed by them subsequent to the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultClosing Date.

Purchase. Each Underwriter severally (a) On the terms and subject to the conditions herein, on the Closing Date, the Company agrees to sell and issue to the Purchaser, and the Purchaser agrees to purchase and pay for such principal amount from the Company no more than 1,000,000 shares of the Dollar Notes set out against its name Series A Preferred Stock in the Schedule hereto on aggregate (such number of shares of Series A Preferred Stock, the Closing Date “Maximum Commitment Amount”) and no fewer than 650,000 shares of Series A Preferred Stock in the aggregate, free and clear of any Liens (other than Liens incurred by the Purchaser or restrictions arising under applicable securities Laws and the Stockholders’ Agreement), at a purchase price of $1,000 per share of Series A Preferred Stock (the Issue “Purchase Price” per share of Series A Preferred Stock; the Purchase Price multiplied by the number of Purchased Shares, all on the terms set out in this Agreement“Aggregate Purchase Price”). (ab) If any Underwriter The Company shall default on use its obligation reasonable best efforts to, no later than ten (10) Business Days prior to purchase Dollar Notes which it has agreed the Closing Date, deliver a written notice (the “Purchase Notice”) to purchase hereunderthe Purchaser specifying (subject to and in accordance with the terms and conditions of this Section 1.1) the number of shares of Series A Preferred Stock to be purchased and sold at the Closing, not to exceed the Maximum Commitment Amount (the shares so specified, the non-defaulting Underwriters may “Purchased Shares”); provided that in their discretion arrange no event shall the Company deliver the Purchase Notice to purchasethe Purchaser later than the date on which the approval or authorization of the transactions contemplated by the Merger Agreement by each applicable Governmental Entity is granted, or for another party any applicable waiting period is terminated or other parties reasonably satisfactory expires, under the HSR Act. Upon delivery of the Purchase Notice specifying the number of Purchased Shares, the Company shall be required to NRPLC sell, and the Purchaser shall be required to purchase, such Dollar Notes on number of shares of Series A Preferred Stock at the Closing, subject to the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes conditions of this Agreement, including the conditions to Closing set forth in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultSection 1.3. (c) IfIf (i) the Company delivers the Purchase Notice more than ten (10) Business Days after the date of this Agreement, after giving effect and (ii) the Company elects in the Purchase Notice to any arrangements for sell fewer shares of Series A Preferred Stock than the purchase Maximum Commitment Amount, then, at the Closing, the Company shall pay to the Purchaser, in accordance with the percentages set forth in the last line of the principal preamble, an amount in cash equal to the product of (A) $25.00, multiplied by (B) the Dollar Notes difference between (1) the Maximum Commitment Amount, minus (2) the number of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) abovePurchased Shares (such product, the aggregate principal amount “Company Payment Amount”). For the avoidance of doubt, if the Dollar Notes which remains unpurchased exceeds Company delivers the Purchase Notice to the Purchaser on or before the date that is ten per cent. (10) Business Days after the date of this Agreement, then the aggregate principal amount of the Dollar Notes, or if NRPLC Company shall not exercise be required to pay the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultCompany Payment Amount hereunder.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so ------------------------------------------------------------------------------ 8 ------------------------------------------------------------------------------ arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------. (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally On the Initial Purchase Date, the Distributor hereby agrees to sell, transfer, convey and assign to the Purchaser, and the Purchaser hereby agrees to purchase, in each case on the terms and subject to the conditions set forth in this Agreement and in the Master Agreement, all of the Distributor's right, title and interest in, to and under all Purchased Portfolio Assets, arising directly and indirectly out of Commission Shares of each Fund the Date of Original Issuance of which occurs on or prior to the Initial Purchase Cut-Off Date, and the Purchaser shall pay to the Distributor a purchase price in the amount of $62,330,000 subject to adjustments (which may be positive or negative) to be determined prior to the Initial Purchase Funding Date by the Purchaser in accordance with the next sentence (such adjusted amount, the "INITIAL PURCHASE Price"). Adjustments to the $62,330,000 figure will be calculated using the same methodology used to arrive at the $62,330,000 figure taking into account the additional information required to be submitted pursuant to Section 5.01(v) of the Master Agreement in order to reflect, on an individual Fund basis, Share aging, cost basis and Net Asset Value of the Purchased Portfolio Assets as of the close of business on September 30, 1998. On each Purchase Date (other than the initial Purchase Date) until the Purchase Termination Date, the Distributor hereby agrees to sell, transfer, convey and assign to the Purchaser, and the Purchaser hereby agrees to purchase and pay for such principal amount of from the Dollar Notes set out against its name Distributor, in the Schedule hereto on the Closing Date at the Issue Price, all each case on the terms and subject to the conditions set out forth in this Agreement and in the Master Agreement. (a) If any Underwriter shall default on its obligation , all of the Distributor's right, title and interest in, to purchase Dollar Notes which it has agreed to purchase hereunder, and under all Purchased Portfolio Assets specified in the non-defaulting Underwriters may related Purchase Notice in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchaseaccordance with Section 2.02, such Dollar Notes purchases to occur on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes Purchase Dates established pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering Sections 2.02 and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default2.03. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees (i) The purchase price for (i) any Sold Collateral Asset and (ii) each Participation Interest sold on the Transfer Closing Date by the Transferor to purchase the Transferee, shall be an amount equal to the fair market value thereof as determined by the Transferor and the Transferee and such transaction shall be on terms no less favorable to the Transferor than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (in each case, the “Purchase Price”). (ii) The Purchase Price for each Collateral Asset set forth on Annex A acquired by the Transferee from the Transferor on the Transfer Closing Date pursuant to this Agreement and any participation interest in a Collateral Asset acquired by the Transferee from the Transferor on the Transfer Closing Date pursuant to this Agreement shall be paid in a combination of (A) immediately available funds in cash and (B) if the Buyer does not have sufficient funds in cash to pay for such principal the full amount of the Dollar Notes set out against its name Purchase Price, by a means of a contribution of Transferor to the Transferee in exchange for Equity Interests in (including Preference Shares issued by) the Transferee (“Warehouse Borrower Equity Interests”), which may be in the Schedule hereto on form of a deemed contribution by the Closing Date at Transferor to the Issue Price, all on Collateral Manager in exchange for Equity Interests in the terms set out Collateral Manager and a deemed contribution by the Collateral Manager to the Transferee in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange exchange for the purchase of such Dollar Notes, then NRPLC Warehouse Borrower Equity Interests. Such Warehouse Borrower Equity Interests shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory issued to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In Transferor (or the event that, within the respective prescribed periods, the Lead Underwriters on behalf designee of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right Transferor as identified to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating Transferor to the offering and sale Transferee). To the extent the fair market value of any Collateral Asset purchased or acquired by the Dollar Notes. Any substitute purchaser of Notes Transferee pursuant to this paragraph Agreement exceeds the amount of cash paid or other consideration exchanged therefore, such excess shall be deemed to be a capital contribution from the Transferor to the Transferee. In addition, the Transferor may also from time to time elect to contribute capital to the Transferee for any other purpose. (iii) It is the express intent of the Transferor and the Transferee that each Transfer of the Transferred Assets by the Transferor to the Transferee pursuant to this Agreement be construed as an Underwriterabsolute sale and/or true contribution of such Transferred Assets by the Transferor to the Transferee providing the Transferee with the full risks and benefits of ownership of such Transferred Assets as of the applicable Transfer Closing Date, for purposes including the entire beneficial and equitable interest in all proceeds of such Transferred Assets and the right to receive such proceeds, providing the Transferee with the full ownership interest in such Sold Collateral Assets. The Transferor intends to relinquish all rights to possess, control and monitor the Transferred Assets. the Transferee shall have no obligation to account for, replace, substitute or return any Transferred Assets to the Transferor. The Transferee shall have the unrestricted right to further assign, transfer, deliver, hypothecate, subdivide or otherwise deal with the Sold Collateral Assets and all of the Transferee’s right, title and interest in, to and under this Agreement, on whatever terms the Transferee shall determine, pursuant to and subject to any restrictions in connection with the offering and sale Credit Agreement or otherwise. Further, it is not the intention of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to Transferor and the Transferee that any arrangements for the purchase of Dollar Notes Transfer be deemed a grant of a defaulting Underwriter security interest in the Sold Collateral Assets by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, Transferor to the aggregate principal amount Transferee to secure a debt or other obligation of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultTransferor. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally The Company hereby agrees to purchase and pay for such principal amount issue to the Buyer three Warrants of the Dollar Notes set out against its name Company in the Schedule form attached hereto as Annex I (the "Prepaid Warrants"). The Buyer hereby agrees to prepay an amount equal to the Total Purchase Price (as defined in the Prepaid Warrants) for the Prepaid Warrants in the amount shown on the signature page of this Agreement at the closing in connection with the issuance of the Warrants to the Buyer. The Buyer shall make prepayment of the Total Purchase Price for the Prepaid Warrants in United States Dollars in immediately available funds and the Company shall issue to the Buyer three scrip certificates in the form attached hereto as Annex B to the Prepaid Warrants (the "Scrip") to evidence such payment. In addition to issuance of the Warrants, the Company shall issue to the Buyer on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (aas herein defined) If any Underwriter shall default on its obligation additional warrants to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchaseshares of Common Stock, such Dollar Notes on warrants to be in the terms contained hereinform attached hereto as Annex II (the "Additional Warrants"). If within thirty-six hours after such default by any Underwriter, The number of shares of Common Stock initially purchasable upon exercise of the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall Additional Warrants to be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory issued to the non-defaulting Underwriters to purchase such Dollar Notes Buyer on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period shall be 33,613. The Prepaid Warrants and the Additional Warrants are referred to herein collectively as the "Warrants". The shares of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale Common Stock issuable upon exercise of the Dollar Notes. Any substitute purchaser Prepaid Warrants are referred to herein as the "Warrant Shares." The shares of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale Common Stock issuable upon exercise of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect Additional Warrants are referred to any arrangements for herein as the purchase of Dollar Notes of a defaulting Underwriter by "Additional Warrant Shares." The Warrant Shares and the non-defaulting Underwriters, Additional Warrant Shares are referred to herein collectively as provided in Clause 3.1(a) above, the aggregate principal amount of "Common Shares." The Common Shares and the Dollar Notes which remains unpurchased does not exceed ten per cent. of Warrants are referred to herein collectively as the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default"Securities. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default."

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount a. At the end of each Term of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue PriceLease and so long as no Default has occurred and is continuing, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters Lessee may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter elect to purchase the principal amount Equipment under the terms and conditions of this Master Agreement and the Schedule. If Lessee provides its End of Lease Notice in accordance with Section 15.1 selecting such Purchase Option, Lessee shall pay all amounts due under the Lease to Lessor, including any charges related to the End of Lease Purchase Option. Upon receipt of all such amounts, no further Rent will be payable for the Equipment and, with respect to any purchased Equipment, Lessor shall transfer to Lessee without recourse or warranty of any kind, express or implied, including any warranty against interference or infringement, all of Lessor’s right, title and interest in such Equipment, other than the possible warranty remainder of the Dollar Notes Supplier, except that Lessor shall warrant the Equipment is free and clear of any liens or encumbrances created by or through Lessor. Considering the scope of this Agreement and the activity of Lessor which is of a financing company, Lessor should not be considered as professional vendor of the Products. • The purchase price for the Equipment will be the following :During the Initial Term, the price determined by the Lessor for the effective date of the purchase requested by ▇▇▇▇▇▇; • At the end of the Initial Term, the price as stated in the Schedule; • At the end of each Renewal Period, the price determined by Lessor upon ▇▇▇▇▇▇’s request. ▇. ▇▇▇▇▇▇ will retain title of the Products until Lessor receives full payment. If Lessee does not pay Lessor all such Underwriter agreed to purchase hereunder andamounts, in addition full on or prior to require each non-defaulting Underwriter to purchase its pro rata share (based the due date mentioned on the principal amount purchase invoice, including any taxes and costs, then the purchase will be void, without other formality and with no prejudice of applicable damages to the benefit of Lessor and all sums perceived will be definitely acquired to Lessor. The Lease shall continue as defined in Section 15.1 and Lessee will continue to pay Rent to Lessor retroactively from the date the purchase should have taken place until the end of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultLease. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Eighth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all Price on the terms set out in this Agreement. (a) If any Underwriter shall default on in its obligation to purchase Dollar Class A Eighth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC ANPLC to purchase, such Dollar Class A Eighth Issuer Notes on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Class A Eighth Issuer Notes, then NRPLC ANPLC shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Class A Eighth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters Managers on behalf of the non-defaulting Underwriters notify NRPLC ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Class A Eighth Issuer Notes, or NRPLC ANPLC notifies the non-defaulting Underwriters that it has they have so arranged for the purchase of such Dollar Class A Eighth Issuer Notes, the non-defaulting Underwriters or NRPLC ANPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonablynot more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Class A Eighth Issuer Notes. Any substitute purchaser of Class A Eighth Issuer Notes pursuant to this paragraph shall be deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Dollar Class A Eighth Issuer Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------If any Class B/C Underwriter shall default in its obligation to purchase Class B/C Eighth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Class B/C Underwriters may in its discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class B/C Eighth Issuer Notes on the terms contained herein. If within 36 hours after such default by any Class B/C Underwriter, the non-defaulting Class B/C Underwriters do not arrange for the purchase of such Class B/C Eighth Issuer Notes, then ANPLC shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the non-defaulting Class B/C Underwriters to purchase such Class B/C Eighth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Class B/C Underwriters notify ANPLC that the non-defaulting Class B/C Underwriters have so arranged for the purchase of such Class B/C Eighth Issuer Notes, or ANPLC notifies the non-defaulting Class B/C Underwriters that they have so arranged for the purchase of such Class B/C Eighth Issuer Notes, the non-defaulting Class B/C Underwriters or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Class B/C Eighth Issuer Notes. Any substitute purchaser of Class B/C Eighth Issuer Notes pursuant to this paragraph shall be deemed to be a Class B/C Underwriter, for the purposes of this Agreement, in connection with the offering and sale of the Class B/C Eighth Issuer Notes. (b) If, after giving effect to any arrangements for the purchase of Dollar Class A Eighth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Class A Eighth Issuer Notes which remains unpurchased does not exceed ten 10 per cent. of the aggregate principal amount of the Dollar Class A Eighth Issuer Notes, NRPLC then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Class A Eighth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Class A Eighth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Class A Eighth Issuer Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of Class B/C Eighth Issuer Notes of a defaulting Class B/C Underwriter by the non-defaulting Class B/C Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Class B/C Eighth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of all Class B/C Eighth Issuer Notes, then ANPLC shall have the right to require the non-defaulting Class B/C Underwriters to purchase the principal amount of the Class B/C Eighth Issuer Notes which such Class B/C Underwriter agreed to purchase hereunder and, in addition, to require the non-defaulting Class B/C Underwriter to purchase its pro rata share (based on the principal amount of the Class B/C Eighth Issuer Notes which such Class B/C Underwriter agreed to purchase hereunder) of the principal amount of the Class B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Class B/C Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Class A Eighth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Class A Eighth Issuer Notes which remains unpurchased exceeds ten 10 per cent. of the aggregate principal amount of the Dollar Class A Eighth Issuer Notes, or if NRPLC ANPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Class A Eighth Issuer Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the principal amount of the Class B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter by the non-defaulting Class B/C Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Class B/C Eighth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of all Class B/C Eighth Issuer Notes, or if ANPLC shall not exercise the right described in Clause 3.1(b) above to require the non-defaulting Class B/C Underwriters to purchase the Class B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Class B/C Underwriters; but nothing herein shall relieve a defaulting Class B/C Underwriter from liability for its default.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount (a) In consideration of the Dollar Notes payment of the Purchase Price as provided herein, CompuCredit does hereby sell, transfer, assign, set out against over and otherwise convey to CFC (the “Conveyance”), without recourse except as provided herein, all its name right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables existing at the close of business on the Initial Cut-Off Date and arising in the Schedule hereto Initial Accounts (including Transferred Accounts and Related Accounts related to such Initial Accounts), and all Receivables existing on each Addition Cut-Off Date and arising in the related Additional Accounts (including Transferred Accounts and Related Accounts related to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all monies due or to become due and all amounts received or receivable with respect thereto, and all Collections with respect to such Receivables (all of the foregoing being the “Purchased Assets”). The Receivables existing in the Initial Accounts on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be and hereby are sold by CompuCredit and purchased by CFC on the Closing Date at Date. Receivables arising in the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours Initial Accounts after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by and the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph related Purchased Assets shall be deemed to and hereby are sold by CompuCredit and purchased by CFC on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and the Receivables arising after the Addition Cut-Off Date and on or before the Addition Date, and the related Purchased Assets, shall be an Underwriter, for purposes of this Agreement, and hereby are sold by CompuCredit and purchased by CFC on the related Addition Date. The Receivables arising after such Addition Date in connection with such Additional Accounts and the offering related Purchased Assets shall be and sale of hereby are sold by CompuCredit and purchased by CFC on the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------date such Receivables arise. (b) IfCompuCredit shall (i) authorize and file, after giving effect at its own expense, any financing statements (and amendments with respect to any arrangements for such financing statements when applicable) with respect to the purchase Purchased Assets meeting the requirements of Dollar Notes of a defaulting Underwriter by applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the non-defaulting Underwriters, as provided in Clause 3.1(a) aboveperfection of, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes Conveyance of such defaulting Underwriter for which Purchased Assets from CompuCredit to CFC, and (ii) deliver a file-stamped copy of such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultfinancing statements or other evidence of such filings to CFC as soon as is practicable after filing. (c) IfCompuCredit shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of the Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records that all Receivables arising in the Accounts and the related Purchased Assets have been conveyed to CFC in accordance with this Agreement and (ii) on or prior to the date referred to in clauses (i)(x) and (i)(y), deliver to CFC an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts as soon as practicable after giving effect the Determination Date relating to the Monthly Period during which their respective Addition Dates occur) specifying for each such Account, as of the Initial Cut-Off Date, in the case of the Initial Accounts, and the applicable Addition Cut-Off Date, in the case of Additional Accounts, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account. Each Account Schedule, as supplemented from time to time, shall be delivered to CFC. Once the books and records referenced in clause (i) of this paragraph have been indicated with respect to any arrangements for Purchased Asset, CompuCredit agrees not to alter such indication during the purchase remaining term of this Agreement unless and until CompuCredit has taken such action as is necessary or advisable to cause the interest of CFC in the Purchased Assets to continue to be perfected and of first priority. (d) The parties hereto intend that the conveyance to CFC by CompuCredit of the principal amount of Purchased Assets shall constitute a sale and not a secured borrowing including for accounting purposes. In the Dollar Notes of event, however, that it were to be determined that the transactions evidenced hereby constitute a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) aboveloan and not a purchase and sale, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminateconstitute a security agreement under applicable law, without liability on and CompuCredit hereby grants to CFC a first priority perfected security interest in all of CompuCredit’s right, title and interest, whether now owned or hereafter acquired, in, to and under the part Purchased Assets and the proceeds thereof to secure the obligations of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultCompuCredit hereunder.

Purchase. Each Underwriter severally (a) Subject to the terms and conditions of this Agreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase and pay for such principal amount of from the Dollar Notes set out against its name Company a Secured Convertible Promissory Note in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of $2,210,000.00 substantially in the Dollar form attached hereto as ANNEX II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as ANNEX III listing all of the Company’s assets (including all of the Buyer Trust Deed Notes which such Underwriter agreed to purchase hereunder and(defined below) and the Buyer Notes (defined below)) as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, in addition to require each non-defaulting Underwriter to purchase its pro rata share the Buyer shall pay (based on i) the principal amount of set forth on the Dollar Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to the Company the Buyer Trust Deed Notes which such Underwriter agreed to purchase hereunder) and the Buyer Notes (the sum of the principal amount of the Dollar Buyer Trust Deed Notes and the Buyer Notes, together with the Initial Cash Purchase Price, the “Purchase Price”). Buyer Trust Deed Note #1, Buyer Trust Deed Note #2 and Buyer Trust Deed Note #3 (each as defined below, and referred to herein collectively as the “Buyer Trust Deed Notes”) shall be secured on the Closing Date by a Trust Deed substantially in the form attached hereto as ANNEX IV, as the same may be amended from time to time (the “Trust Deed”), subject to Section 2.1(d). Initially, only the Buyer Trust Deed Notes will be secured by the Trust Deed pursuant to the terms and conditions of the Trust Deed, the Buyer Trust Deed Notes and this Agreement, but the Buyer Notes (as defined below) may become secured subsequent to the Closing pursuant to Section 2.1(e) and the terms and conditions of the Buyer Notes. The Initial Cash Purchase Price shall be paid in accordance with the Wire Instructions. The Purchase Price is allocated to the Tranches (as defined in the Note) of the Note and to the Warrants as set forth in the table attached hereto as ANNEX V. (b) In consideration for the Purchase Price, the Company shall, at the Closing: (i) Issue to the Buyer: (A) the Warrant #1 to Purchase Shares of Common Stock, exercisable on or after the Closing Date, substantially in the form attached hereto as ANNEX VI (“Warrant #1”); (B) the Warrant #2 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Trust Deed Note #1 (defined below) in full, substantially in the form attached hereto as ANNEX VII (“Warrant #2”); (C) the Warrant #3 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Trust Deed Note #2 (defined below) in full, substantially in the form attached hereto as ANNEX VIII (“Warrant #3”); (D) the Warrant #4 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Trust Deed Note #3 (defined below) in full, substantially in the form attached hereto as ANNEX IX (“Warrant #4”); (E) the Warrant #5 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Note #1 (defined below) in full, substantially in the form attached hereto as ANNEX X (“Warrant #5”); (F) the Warrant #6 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Note #2 (defined below) in full, substantially in the form attached hereto as ANNEX XI (“Warrant #6”); and (G) the Warrant #7 to Purchase Shares of Common Stock, exercisable only once the Buyer has paid Buyer Note #3 (defined below) in full, substantially in the form attached hereto as ANNEX XII (“Warrant #7,” and together with Warrant #1, Warrant #2, Warrant #3, Warrant #4, Warrant #5 and Warrant #6, the “Warrants”). The Company and the Buyer hereby acknowledge and agree that, notwithstanding that the Warrants are exercisable at different times, (1) all such defaulting Underwriter Warrants are being issued at the Closing, (2) the Buyer is assuming the economic risk of investment with respect to all of the Warrants as of the Closing, (3) the Buyer is not providing any additional consideration for which such arrangements have the Warrants post-Closing even though some of the Warrants will not been made; but nothing herein be exercisable until after the Closing Date, and (4) it is the intent of the parties, for purposes of and consistent with the public policies undergirding Rule 144, that all of the Warrants shall relieve be deemed issued to and acquired by the Buyer as of the Closing Date. (ii) Cause ▇▇▇▇ (A) to execute and deliver to the Buyer the Subordination Agreement substantially in the form attached hereto as ANNEX XIII (the “Subordination Agreement”), whereby the ▇▇▇▇ ▇▇▇▇ shall be subordinated to all Buyer Liens, and (B) to terminate all UCC financing statements ▇▇▇▇ has filed or caused to be filed in connection with the ▇▇▇▇ ▇▇▇▇ by filing no later than the Closing all necessary UCC termination statements (following notice from the Buyer after the Closing that the Buyer has filed all UCC financing statements the Buyer deems necessary to perfect all Buyer Liens, ▇▇▇▇ shall then be permitted to file desired UCC financing statements with respect to the ▇▇▇▇ ▇▇▇▇). (iii) Execute and deliver to Buyer a defaulting Underwriter from liability Request for Full Reconveyance (the “Request”) substantially in the form attached hereto as ANNEX XIV. The Request shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as ANNEX XV (the “Escrow Agreement”). (iv) Execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its defaultacceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as ANNEX XVI (the “Transfer Agent Letter”). (v) Execute and deliver to the Buyer a Registration Rights Agreement substantially in the form attached hereto as ANNEX XVII (the “Registration Rights Agreement”). (c) IfAt the Closing, after giving effect the Buyer shall deliver to any arrangements for the purchase of Company the following: (i) the Initial Cash Purchase Price; (ii) the Buyer Trust Deed Note #1 in the principal amount of $250,000.00 duly executed and substantially in the Dollar Notes form attached hereto as ANNEX XVIII (the “Buyer Trust Deed Note #1”); (iii) the Buyer Trust Deed Note #2 in the principal amount of a defaulting Underwriter $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XIX (the “Buyer Trust Deed Note #2”); (iv) the Buyer Trust Deed Note #3 in the principal amount of $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XX (the “Buyer Trust Deed Note #3”); (v) the Buyer Note #1 in the principal amount of $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XXI (the “Buyer Note #1”); (vi) the Buyer Note #2 in the principal amount of $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XXII (the “Buyer Note #2”); and (vii) the Buyer Note #3 in the principal amount of $250,000.00 duly executed and substantially in the form attached hereto as ANNEX XXIII (the “Buyer Note #3,” and together with Buyer Note #1 and Buyer Note #2, the “Buyer Notes”). (viii) the Trust Deed duly executed and notarized and substantially in the form attached hereto as ANNEX IV; (d) Notwithstanding anything to the contrary herein, the Buyer may, in its sole discretion, add additional collateral to the collateral covered by the non-defaulting Underwriters as Trust Deed (the “Collateral”), and may, with the consent of the Company, not to be unreasonably withheld, substitute collateral provided in Clause 3.1(a) above, that the fair market value of the substituted Collateral may not be less than the aggregate principal amount balance of the Dollar Buyer Trust Deed Notes which remains unpurchased exceeds ten per cent. as of the aggregate principal amount date of any such substitution. In the event of a substitution of collateral, the Buyer shall timely execute any and all documents necessary or advisable in order to properly grant a first priority security interest upon the substitute collateral in favor of the Dollar Company, and the Company shall take such other measures as are necessary or advisable in order to accomplish the intent of the Transaction Documents, including without limitation, execution of a Request to release a lien against the original Collateral within five (5) Trading Days after written request from Buyer. The intent of the parties is that fair market value of the Collateral will be equal to the outstanding balances of the Buyer Trust Deed Notes. To the extent the fair market value of the Collateral is less than the total outstanding balance of all the Buyer Trust Deed Notes, then the Collateral will be deemed to only secure those Buyer Trust Deed Notes with an aggregate outstanding balance that is less than or equal to the fair market value of the Collateral, applied in numerical order of the Buyer Trust Deed Notes. By way of example only, if NRPLC shall not exercise the right described in Clause 3.1(b) above fair market value of the Collateral is determined by appraisal to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriterbe $500,000, then this Agreement shall thereupon terminatethe Collateral will be deemed to secure only Buyer Trust Deed Note #1 and Buyer Trust Deed Note #2. If the Collateral is subsequently appraised for $1,000,000, without liability on then the part Collateral will automatically be deemed to secure all of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultBuyer Trust Deed Notes. (e) Provided that the Buyer Notes have not been paid in full or offset by either the Company or the Buyer in accordance with the terms of the Transaction Documents, the Buyer agrees to collateralize the Buyer Notes after the Buyer Trust Deed Notes have been paid or offset in full.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default I hereby agree to tender to ▇▇▇▇▇▇ Securities, Inc. (the “Escrow Agent”), by check or wire transfer of immediately available funds (to a bank account and related wire instructions to be provided to me on its obligation my request) made payable to purchase Dollar Notes which it has agreed to purchase hereunder“▇▇▇▇▇▇ Securities, the non-defaulting Underwriters may in their discretion arrange to purchaseInc., or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange as Agent for the purchase of such Dollar NotesInvestors in Unifoil Holdings, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged Inc.” for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based Note indicated on the signature page hereto, an executed copy of this Subscription Agreement, an executed copy of the Investor Rights and Lock-Up Agreement and an executed copy of my Investor Representation and Suitability Questionnaire attached as Exhibit A hereto. Funds will be held in escrow, as set forth in more detail below (the “Escrow Account”), pending the Initial Closing. (b) The Offering is for up to $2,500,000 principal amount of Notes (the Dollar Notes which such Underwriter agreed “Maximum Offering Amount”). All subscriptions to purchase hereunderNotes will be held in a noninterest-bearing escrow account (the “Escrow Account”) of maintained by the Escrow Agent. The subscriptions will remain in the Escrow Account until the Company has accepted such subscriptions. There is no minimum dollar principal amount of Notes that must be sold prior to the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein “Expiration Date” described below in order to complete the Offering and at each Closing described below all escrowed proceeds from accepted subscriptions, less commissions and expenses payable to Boustead, shall relieve a defaulting Underwriter from liability for its defaultbe remitted to the Company. (c) If, after giving effect to any arrangements This Offering will continue until the earlier of (a) the sale Notes for the purchase Maximum Offering Amount, (b) November 30, 2022, or such extension date agreed to, in their sole discretion, by the Company and Boustead through December 31, 2022 (the “Expiration Date”). Upon the earlier of a Closing (defined below) on my subscription or completion of the Offering, I will be notified promptly by the Company as to whether my subscription has been accepted by the Company. If my subscription has been accepted, the Company will promptly deliver to me a duly executed Note in principal amount of equal to the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal dollar amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultmy subscription.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation RPA Seller agrees to purchase Dollar Notes which it has agreed contribute, and does -------- hereby contribute to purchase hereunderBuyer, the non-defaulting Underwriters may in their discretion arrange and Buyer agrees to purchaseaccept, or for another party or other parties reasonably satisfactory to NRPLC to purchaseand does hereby accept, such Dollar Notes from RPA Seller on the terms contained hereinRPA Closing Date, all of the Existing Assets. If within thirty-six hours after such default by The contribution and sales of the Existing Assets from RPA Seller to Buyer are subject in each case to any Underwriterrights in the Existing Assets transferred, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notesassigned, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party set over or other parties satisfactory otherwise conveyed to the non-defaulting Underwriters FCMT Trustee pursuant to purchase such Dollar Notes on such termsthe Existing Pooling Agreement. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC It is understood and agreed that the non-defaulting Underwriters have so arranged for obligations of RPA Seller specified herein with respect to the purchase Receivables, including its repurchase obligations under Article VI of such Dollar Notesthis Agreement, shall apply to all Receivables, whether originated before, on or NRPLC notifies after the non-defaulting Underwriters RPA Closing Date. RPA Seller and Buyer hereby agree that it has so arranged for each existing Receivable sold by RPA Seller to First Consumers Master Trust pursuant to the purchase of such Dollar Notes, Existing Pooling Agreement before the non-defaulting Underwriters or NRPLC shall have the right to postpone the RPA Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be deemed for all purposes (including the representations and warranties in the second sentence of Section 4.1(l) and RPA Seller's -------------- repurchase obligations under Section 6.1) to have been sold by RPA Seller ------------ to Buyer on the date on which it was so sold to First Consumers Master Trust. RPA Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to Buyer hereby and which are maintained with RPA Seller or of which RPA Seller has possession, shall be an Underwriterso maintained and held by RPA Seller on behalf and for the benefit of Buyer, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting Buyer's security interest in bank accounts pledged to RPA Seller, which security interest RPA Seller has transferred to Buyer hereunder, this AgreementAgreement constitutes and shall be deemed (i) notice to RPA Seller by Buyer of Buyer's security interest in such bank accounts, and (ii) RPA Seller's acknowledgment of and consent to Buyer's notice and Buyer's security interest in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------such bank accounts. (b) IfSubject to and upon the terms and conditions hereinafter set forth, after giving effect RPA Seller (i) hereby sells, transfers, conveys, and assigns to any arrangements for Buyer, without recourse, all of RPA Seller's right, title, and interest in, to, and under the purchase Receivables existing at the opening of Dollar Notes business on the RPA Closing Date (excluding Receivables in respect of a defaulting Underwriter Defaulted Accounts), and thereafter created in respect of each Account listed on Schedule One ------------- identified by the non-defaulting Underwriters, account number and by Receivable balance as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right RPA Closing Date and each Account automatically designated pursuant to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.Section -------- 2.2 (c) Iftogether with all monies due or to become due with respect thereto ------ (including all Finance Charge Receivables), after giving effect all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to any arrangements receive amounts paid or payable as Interchange with respect to such Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all the purchase foregoing (the "Transferred ----------- Assets"), and (ii) subject to the provisions of Section 2.2, on each ------ ----------- Addition Date RPA Seller shall sell, transfer, convey and assign to Buyer, without recourse, all of RPA Seller's rights, titles, and interests in, to, and under the Receivables then existing or thereafter created in respect of each Additional Account designated in a Supplemental Conveyance (excluding those referred to in clause (i) above) effective on the Addition Date ---------- therefore, together with all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to receive amounts paid or payable as Interchange with respect to such Additional Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all of the principal amount foregoing (all of which, upon any such conveyance, shall be included in the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultTransferred Assets).

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for The closing of the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar NotesShares (as hereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, 2009 (the “Closing Date”). Any substitute purchaser The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, (x) in the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, all of Notes pursuant to this paragraph the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the Conversion (the “Common Shares”), or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). The Common Shares, the Series A Shares and the Series B Shares shall be deemed referred to be an Underwriterherein individually or collectively, for purposes of this Agreementas the case may be, in connection with as the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------“Shares”. (b) If, after giving effect to any arrangements As consideration for the sale contemplated hereby, the Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $7,650 (the “Purchase Price”) by wire transfer of Dollar Notes of a defaulting Underwriter immediately available funds to an account specified by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultSeller. (c) IfIn the event the Restructuring Transactions and the Conversion are consummated on or before the Closing Date, after giving effect the Seller shall immediately deliver to any arrangements for the purchase Buyer the physical Common Stock certificates representing the Common Shares upon receipt thereof. In the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, the Seller shall deliver to the Buyer the physical Preferred Stock certificates representing the Series A Shares or the Series B Shares, as the case may be, upon the request of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultBuyer.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount (a) In consideration of the Dollar Notes payment of the Purchase Price as provided herein, FSB does hereby sell, transfer, assign, set out against over and otherwise convey to RFC IV (collectively, the “Conveyance”), without recourse except as provided herein, all of its name right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the Schedule hereto case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by FSB and purchased by RFC IV on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained hereinDate. If within thirty-six hours Receivables arising after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period in the Initial Accounts and the related Purchased Assets shall be sold by FSB and purchased by RFC IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of time agreed by business on the Lead Underwriters related Addition Cut-Off Date and NRPLC acting reasonably, thereafter arising in order to effect whatever changes may thereby be made necessary in any documents such Additional Accounts on or arrangements relating prior to the offering related Addition Date, and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph related Purchased Assets, shall be deemed to sold by FSB and purchased by RFC IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be an Underwriter, for purposes of this Agreement, in connection with sold by FSB and purchased by RFC IV on the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------date such Receivables arise. (b) IfFSB shall (i) record and file, after giving effect at its own expense, any financing statements (and amendments with respect to any arrangements for such financing statements when applicable) with respect to the purchase Purchased Assets meeting the requirements of Dollar Notes applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of a defaulting Underwriter by the non-defaulting Underwriterssuch Purchased Assets from FSB to RFC IV, (ii) cause such financing statements and amendments to name FSB, as provided in Clause 3.1(a) aboveseller, the aggregate principal amount and RFC IV, as purchaser, of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each nonPurchased Assets and (iii) deliver a file-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes stamped copy of such defaulting Underwriter for which financing statements or amendments or other evidence of such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultfilings to RFC IV as soon as is practicable after filing. (c) IfFSB shall, after giving effect at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC IV in accordance with this Agreement and have been conveyed by RFC IV to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to RFC IV an Account Schedule (provided, however, that such Account Schedule shall be provided in respect of New Accounts on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any arrangements for Account during the purchase term of this Agreement unless and until such Account is no longer an Account or FSB has taken such action as is necessary or advisable to cause the interest of RFC IV in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by FSB on each Addition Date (or with respect to New Accounts, on the Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of FSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FSB to RFC IV. It is the intention of the principal amount parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then parties hereto that this Agreement shall thereupon terminateconstitute a security agreement under applicable law, without liability on and that FSB shall be deemed to have granted, and FSB does hereby grant, to RFC IV a first priority perfected security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the part Purchased Assets to secure the obligations of FSB hereunder. (e) To the extent that FSB retains any interest in the Purchased Assets, FSB hereby grants to the Trustee a security interest in all of FSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the non-defaulting Underwriters; but nothing herein obligations of FSB hereunder. With respect to such security interest and such collateral, the Trustee shall relieve have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a defaulting Underwriter from liability for its defaultsecured creditor under the UCC. (f) Each Account will continue to be owned by FSB and is not a Purchased Asset.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. Upon (a) If termination of this Agreement for any Underwriter reason, unless otherwise agreed in writing by the parties, or (b) ten (10) days' notice by Purchaser to Bank, Purchaser or any designee or assignee of Purchaser shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, without recourse to the Bank, all right, title and interest of Bank in and to all of (or for another party in the case of termination under subsection 4.1(b), all or a portion of) the Cards, Receivables, accounts, customers, customer records and other parties reasonably satisfactory assets of the Bank directly related to NRPLC to purchase, such Dollar Notes on the terms contained hereinMarketer Card Portfolio (herein the "Portfolio Assets"). If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange The purchase price for the purchase of such Dollar Notes, then NRPLC Portfolio Assets shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory an amount equal to the non-defaulting Underwriters to unpaid principal balance of all Receivables owned by the Bank under Cards in the Marketer Card Portfolio that have not previously been purchased by Purchaser hereunder. The purchase such Dollar Notes on such terms. In price under this Section 4.1 shall be payable in immediately available funds upon the event that, within the respective prescribed periods, the Lead Underwriters on behalf closing of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar NotesPortfolio Assets hereunder. The parties hereby agree, at the other party's request and without further consideration, to execute and deliver such instruments of conveyance and transfer and to take such other actions as a party may reasonably require to promptly convey, transfer and vest in Purchaser or any designee or assignee of Purchaser a perfected ownership interest in and good and marketable title to the Portfolio Assets. Any substitute purchaser of Notes pursuant to third-party costs associated with the purchase under this paragraph Section 4.1 shall be deemed paid by the Purchaser at the time of the closing of the sale of the Portfolio Assets. In connection with the termination of this Agreement and the sale of the Portfolio Assets, Bank shall use all reasonable efforts to be an Underwritertransfer the Cardholder accounts and records, for purposes and, if requested, Purchaser's dedicated BIN and ICA, to a successor financial institution that is licensed and authorized by VISA and MasterCard to issue credit cards. Bank shall also use good faith efforts to accommodate the administrative and processing needs of Purchaser with regard to the Marketer Card Portfolio after the termination of this Agreement, in connection with the offering and sale of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) If, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC Bank shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the principal amount of the Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters as provided in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.continue to

Purchase. Each Underwriter severally agrees (a) This Warrant may be exercised by the Registered Holder, in whole or in part, at any time and from time to time after the Date of Issuance hereof until 5:00 p.m. (Boston, Massachusetts time) on the Expiration Date, by surrendering this Warrant, with the purchase and pay for form appended hereto as Exhibit I duly executed by such Registered Holder or by such Registered Holder's duly authorized attorney, at the principal amount office of the Dollar Notes set out against its name Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful currency of the Schedule hereto on United States, of the Closing Date at Purchase Price payable in respect of the Issue Price, all on the terms set out in this Agreementnumber of shares of Warrant Shares purchased upon such exercise. (ab) If any Underwriter The Registered Holder may, at its option, elect to pay some or all of the Purchase Price payable upon an exercise of this Warrant by canceling a portion of this Warrant exercisable for such number of Warrant Shares as is determined by dividing (i) the total Purchase Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii) the excess of the Fair Market Value per share of Common Stock as of the effective date of exercise, as determined pursuant to Subsection l(c) below (the "Exercise Date"), over the Purchase Price per share. (c) The Fair Market Value per share of Common Stock shall default be determined as follows: (i) if the Common Stock is listed on its obligation to purchase Dollar Notes which it has agreed to purchase hereundera national securities exchange, the non-defaulting Underwriters may in their discretion arrange to purchaseNASDAQ National Market, the NASDAQ system, or for another party nationally recognized exchange or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on trading system as of the terms contained herein. If within thirty-six hours after such default by any UnderwriterExercise Date, the non-defaulting Underwriters do not arrange for the purchase Fair Market Value per share of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the non-defaulting Underwriters or NRPLC shall have the right to postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Exercise Date; or, if no such price is reported on such date, such price on the next preceding business day (provided that if no such price is reported on the next preceding business day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) If the Common Stock is not listed on a national securities exchange, the NASDAQ National Market, the NASDAQ system or another nationally recognized exchange or trading system as of the Exercise Date, (A) the Board of Directors of the Company and the Registered Holder shall independently determine the Fair Market Value per share of Common Stock on the basis of an Underwriterassumed sale of the Company as a whole and no effect shall be given to any discount for lack of liquidity or to the fact that the Company has no class of equity securities registered under the Exchange Act, for purposes if such is the case, (B) each of the Board of Directors of the Company and the Registered Holder shall deliver to the other a report stating the Fair Market Value of Common Stock as of a specified date and setting forth a brief statement as to the nature (d) Each exercise of this AgreementWarrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Subsection 1(a) above. At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Subsection 1(e) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (e) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct: (i) certificate or certificates for the number of full Warrant Shares to which such Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Subsection 1(g) below; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Subsection l(a) above. (f) All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and non-assessable and free from all liens and charges with respect to the issuance thereof. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof; provided, however, that the Company shall not be required to pay any federal, state or local income taxes incurred by the Registered Holder in connection with the offering and sale issuance or delivery of such shares. In addition, the Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issue of any Warrant Shares issuable upon exercise of this Warrant in any name other than that of the Dollar Notes. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------Registered Holder, and in such case the Company shall not be required to issue or deliver any (bg) IfThe Company shall not be required upon the exercise of this Warrant to issue any fractional shares (as determined on an aggregate basis for each exercise pursuant to this Warrant), after giving effect to any arrangements for but shall make an adjustment therefor in cash on the purchase basis of Dollar Notes the Fair Market Value per share of a defaulting Underwriter by the non-defaulting UnderwritersCommon Stock, as provided in Clause 3.1(adetermined pursuant to Subsection 1(c) above, the aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (ch) If, after giving effect Reference is made to any arrangements for the purchase Purchase Agreement with respect to the right of the principal amount Company to repurchase a portion of the Dollar Notes Warrants under the circumstances more fully described therein. (i) The Registered Holder shall have such rights with respect to the registration of a defaulting Underwriter by this Warrant and the non-defaulting Underwriters Warrant Shares under the Securities Act of 1933, as provided amended (the "Securities Act") as are set forth in Clause 3.1(a) above, the aggregate principal amount of the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or if NRPLC shall not exercise the right described in Clause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its defaultPurchase Agreement.