Common use of The Closing Clause in Contracts

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing.

The Closing. (a) The Company agrees to sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from the Company, the number of Preferred Shares and Warrants set forth opposite such Purchaser's name on Schedule A hereto for the aggregate purchase price set forth opposite such Purchaser's name on Schedule A hereto (the "Purchase Price"). No further payment shall be required from the Purchasers for the Preferred Shares and the Warrants. (b) The closing of the purchase and sale of the Series B Stock and Note Conversion (a “Closing”, Preferred Shares and the first of such Closings, Warrants to be purchased by the “First Purchasers (the "Closing”") will take place at the offices of Morg▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ock▇▇▇ ▇▇▇▇ ▇▇, 101 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇ ▇▇▇▇▇10:00 A.M., at 12:00 p.m. Pacific Time New York City time, on April 17October 4, 2009 1996 or at such other time and place date as shall be mutually agreed to by the Company and the Investors mutually agree upon in one or more closings (Purchasers. Such time and date are herein referred to as the “"Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco ". (each a “Subsequent Purchaser”c) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on At the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, i) the Company will deliver to each Investor Purchaser (A) a certificate representing registered in such Purchaser's name (or in any such other name as such Purchaser may request) evidencing the number of Purchased Preferred Shares that set forth opposite such Investor is purchasing Purchaser's name on Schedule A hereto and (B) a certificate registered in such Purchaser's name (or in any such other name as shown such Purchaser may request) evidencing the number of Warrants set forth opposite such Purchaser's name on Exhibit Schedule A against delivery hereto, and (ii) upon each Purchaser's receipt thereof, each Purchaser will deliver to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of federal or other immediately available funds an aggregate amount equal to its respective Purchase Price. (d) The Preferred Shares and the Warrants are being sold to the Purchasers pursuant to this Purchase Agreement. The sale of Preferred Shares and Warrants to each Purchaser under the Purchase Agreement is a separate sale. No Purchaser is an account designated indispensable party or must otherwise be joined in any action by any and/or all of the Purchasers seeking enforcement against the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 any covenants or (c) a combination of the foregoingobligations hereunder.

The Closing. The completion of the purchase and sale of the Series B Stock and Note Conversion Shares (a the “Closing”), and the first of such Closings, the “First Closing”) will take place shall occur at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings a date (the “Closing Date”)) concurrent with the closing of the Acquisition, provided that the Company shall have given the Purchaser five (5) Business Days prior notice of such designated Closing Date. Subject to At the terms and conditions set forth in this AgreementClosing, the Company may sell up to an additional 14,534,884 shares Escrow Agent, on behalf of Series B Stock the Purchaser, shall deliver, in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser)immediately available funds, the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor full amount of the full Price Per Share purchase price for such shares of Series B Stock at such Closing, paid the Shares being purchased hereunder by (a) wire transfer of funds to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth on the signature page hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 promulgated thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Registration Statement (as defined below) becomes effective; it being understood that Company’s counsel and its transfer agent may request customary representations from the holder in order to effect the same. The name(s) in which the stock certificate(s) are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds from the Escrow Agent in the full amount of the purchase price of the Shares being purchased hereunder; (b) surrender the accuracy of the Bridge Notes representations and warranties made by the Purchasers as of the Closing Date; and (c) the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) each of the representations and warranties of the Company made herein shall be accurate as of the date of this Agreement; (b) the delivery to the Purchaser by each of the U.S. and Spanish counsels to the Company for cancellation pursuant of a legal opinion in a form reasonably satisfactory to Section 1.3 or counsel to the Agents; (c) receipt by the Purchaser of a combination certificate executed by the chief executive officer and the chief financial or accounting officer of the foregoingCompany, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein were true and correct as of the Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) each of the Company, the Purchaser and the Escrow Agent shall have executed that certain Escrow Agreement in substantially the form attached hereto as Exhibit B and (e) the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company pursuant to the respective Agreements to which they are parties. The Company’s and the Purchaser’s obligations hereunder are conditioned on (a) (i) shareholder approval of the issuance and sale of the Shares, and (ii) the valid waiver of the shareholders’ preemptive right to subscribe for the Shares in accordance with the provisions of the Spanish “Ley de Sociedades Anonimas — Real Decreto 1564/1989 (the “Spanish Corporation Law”) (clauses (i) and (ii) together, the “Shareholder Approval”), and (b) the closing of the Acquisition.

The Closing. (a) The closing of the purchase and sale of the Series B Stock Shares and Note Conversion the other transactions contemplated hereby (a the “Closing”, and the first of such Closings, the “First Closing”) will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPon December 3, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 2013 or at such other time and place prior date as may be agreed by all the Company and the Investors mutually agree upon in one or more closings Parties (the “Closing Date”). Subject . (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the terms Purchaser: (A) the original stock certificates representing the Shares; (B) a duly executed share transfer form from the Seller in respect of the Shares in favor of the Purchaser or its nominee (as the Purchaser may direct) in accordance with the articles of association of the Issuer; (C) written resolutions duly passed by the board of directors of the Issuer which approve the transfer of the Shares and conditions set forth vote in favor of (1) the updating of the register of members of the Issuer to reflect the Purchaser or its nominee as the sole holder of the Shares and (2) the issue of a new share certificate in the name of the Purchaser or its nominee in respect of the Shares; (D) a certified copy of the updated register of members of the Issuer reflecting the Purchaser or its nominee as the sole holder of the Shares; (E) a new share certificate in the name of the Purchaser or its nominee in respect of the Shares; (F) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, the Company may sell up or cause to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable be delivered, to the Company, Altira, NGEN and Robeco Seller (each A) a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to into an account designated by the Company Seller in writing, (b) surrender the amount of the Bridge Notes Purchase Price; and (B) all such other documents and instruments, if any, that are mutually determined by such Seller and the Purchaser to be necessary to effectuate the Company for cancellation pursuant to Section 1.3 or transactions contemplated by this Agreement. (c) a combination of Unless otherwise agreed by the foregoingSeller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Closing have been made.

The Closing. The purchase and sale (a) Unless this Agreement shall have been earlier terminated in accordance with Section 9.1, subject to the satisfaction, or waiver by the party entitled to the benefit, of the Series B Stock conditions to Closing set forth in Sections 7.1(b) and Note Conversion (a “Closing”, and the first of such Closingsc), the closing of the Transactions (the “First Closing”) will take place on the terms and conditions set forth herein at 10:00 a.m. local time on the first (1st) Business Day after the conditions set forth in Sections 7.1(b) and (c) have been satisfied at the offices of Dow ▇▇▇▇▇▇ PLLC, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇.▇., ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and parties may agree. Notwithstanding the Investors mutually agree upon in foregoing, the Closing shall not take place until the earlier of (i) the exercise or waiver of any outstanding Tag-Along Rights of Class A Stockholders or (ii) thirty-five (35) days after the date hereof. (b) At the Closing, (i) each Seller shall deliver to Buyer one or more closings (the “Closing Date”). Subject to the terms stock certificates representing such Seller’s Transferred Shares, in each case duly endorsed in blank or with separate executed stock transfer powers attached, free and conditions clear of any Liens other than restrictions on transfer set forth in this Agreementthe Amended and Restated Stockholders Agreement and under applicable Law, and (ii) subject to Sections 7.2(a)(i) and 7.2(d) and the Company may sell up to an additional 14,534,884 shares of Series B Stock proviso in Section 11.6, Buyer shall deliver the aggregate to purchasers acceptable Aggregate Purchase Price to the CompanySeller Representative for the account of the Sellers by wire transfer of immediately available funds to the account designated by the Seller Representative and, Altiraupon such delivery, NGEN and Robeco (each a “Subsequent Purchaser”) at Buyer’s obligation to deliver the Aggregate Purchase Price Per Share; providedto purchase the Transferred Interest shall be satisfied in all respects, however, that notwithstanding any such sale may only occur during that certain period beginning failure on the Closing Date and ending on part of the 60th day thereafter (the “Subsequent Sale Period”Seller Representative to remit any amounts to any Seller in accordance with Section 2.2(c). Any such sale Notwithstanding anything herein to the contrary, Buyer shall not be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth hereinobligated to purchase, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have no liability or obligation to fund any portion of the rights and obligationsAggregate Purchase Price with respect to, and be treated asany Seller’s Transferred Shares held by any Section 7.2(a) Non-Performing Seller, an Investor hereunder and thereunderany Section 7.2(d) Non-Performing Seller or, if KPCB elects not to participate in the Transactions pursuant to the proviso in Section 11.6. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during KPCB. (c) Promptly following the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereofSection 10.1, the Company will deliver Seller Representative shall remit to each Investor a certificate representing the number Seller an amount of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery cash equal to the Company product of (x) the amount received by such Investor of the full Price Per Share for such shares of Series B Stock at such ClosingSeller Representative pursuant to Section 2.2(b)(ii), paid multiplied by (ay) such Seller’s Transferred Percentage, in each case by wire transfer of immediately available funds to an the account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingsuch Seller.

The Closing. (a) The purchase and sale consummation of the Series B Stock and Note Conversion transactions contemplated hereby (a “the "Closing”, and the first of such Closings, the “First Closing”") will take place shall occur at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇, counsel to the Company, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 9:00 a.m. local time on the date the conditions to the Closing set forth in Sections 5(c), (d) and (e) are satisfied or waived or such other time and date as may be agreed by the parties (the "Closing Date"). (b) At the Closing, each of the Investors shall direct in writing the Property Trustee, as its agent, to (i) instruct The Depository Trust Company ("DTC") to reduce the amount of outstanding Preferred Securities electronically registered with DTC by the amount of the Exchanged Preferred (the "DTC Reduction"), and to modify the terms of the Remaining Preferred Securities registered electronically with DTC to reflect the terms of the Revised Certificate representing the Remaining Preferred Securities issued pursuant to Section 3(b) hereof; and (ii) surrender to the Trust the certificates representing the Exchanged Preferred, on behalf of each such Investor, duly endorsed or assigned in blank; and each Investor shall deliver to the Property Trustee an assignment of its PIK Distribution; and immediately thereafter, the Property Trustee will (and will be directed by the Investors to) surrender the Exchanged Debentures and assign the PIK Interest, on behalf of the Trust and each Investor, to the Company; and upon receipt by the Company of such Exchanged Debentures and the PIK Interest, the Company shall authorize its transfer agent to issue to each Investor one or more stock certificates (the "Stock Certificates") registered in the name of such Investor or its custodial designee representing the number of shares of Common Stock to be issued to such Investor upon consummation of the Preferred Securities Exchange and the PIK Exchange with fractional shares from each of the Preferred Securities Exchange and the PIK Exchange combined and rounded to the nearest whole share (as set forth opposite such Investor's name on Schedule A). Immediately following the consummation of the Preferred Securities Exchange and the PIK Exchange, the Trust and the Company, as the case may be, will issue the Revised Certificate as contemplated by Section 3(b) hereof. (c) The respective obligations of the Company, the Trust and the Investors to complete the transaction contemplated hereby at the Closing shall be subject to the satisfaction of the following conditions: (i) the consummation of the Exchange and the execution of the Amendments shall be approved and duly authorized by the Company's Board of Directors (the "Board"); (ii) the concurrent consummation of the amendment of the Credit Facility in accordance with the Twelfth Amendment to the Fourth Amended and Restated Credit Facilities Agreement substantially in the form attached hereto as Exhibit D (the "Amended Loan Agreement"); (iii) the concurrent consummation of the sale and purchase of shares of Common Stock pursuant to the Share Purchase Agreement substantially in the form attached hereto as Exhibit E (the "Share Purchase Agreement"); and (iv) the issuance of the TIDES Equity shall have been approved by the requisite vote of the Company's stockholders entitled to vote thereon. (d) The Company's and the Trust's obligation to complete the Exchange and to execute the Amendments at the Closing shall be subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by the Company and the Trust: (i) receipt by the Trust of the certificate(s) representing the Exchanged Preferred and evidence of the DTC Reduction and the receipt by the Company of the Exchanged Debentures; (ii) receipt by the Trust of any instrument of assignment that may be necessary to assign and transfer the PIK Distribution to the Trust and the PIK Interest to the Company; (iii) the accuracy in all material respects of the representations and warranties made by the Investors herein as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the fulfillment in all material respects of those undertakings of the Investors herein to be fulfilled on or before the Closing; (iv) As contemplated by Section 5(b), the Investors shall have delivered to the Property Trustee the letter or other written instrument instructing DTC to take the requisite actions to effect the transactions contemplated hereby, substantially in the form attached hereto as Exhibit F; (v) the Investors shall have taken all actions reasonably necessary to effect the execution of the Amendments; and (vi) Completion and delivery by the Investors to the Company of the questionnaires referred to in Section 7(e) below. (e) The Investors' obligations to complete the Exchange and to direct the Trustees to execute the Amendments shall be subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by an Investor with respect to such Investor's obligation: (i) the representations and warranties made by the Company and the Trust in this Agreement shall be accurate in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the undertakings of the Company and the Trustees hereby shall have been fulfilled in all material respects on or before the Closing; (ii) the Company shall have delivered to the Investors a certificate executed by the President and the Chief Financial or Accounting Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Investors, to the effect that the representations and warranties of the Company and the Trust set forth in Section 6 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and that the Company and the Trust have each complied in all material respects with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; (iii) the Debenture Trustee shall have obtained an opinion of tax counsel to the effect that for United States federal income tax purposes the Trust will not be classified as other than a grantor trust on account of the execution of the First Supplemental Indenture to the Indenture in substantially the form attached hereto as Exhibit G; (iv) the Company shall have delivered to the Investors (A) a legal opinion of its General Counsel in substantially the form attached hereto as Exhibit H; (B) a legal opinion of ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in substantially the form attached hereto as Exhibit I; and (C) a legal opinion of Morris, at 12:00 p.m. Pacific Time on April 17Nichols, 2009 or at such other time Arsht and place ▇▇▇▇▇▇▇, as special Delaware counsel to the Trust, in substantially the form attached hereto as Exhibit J; (v) the Company and shall have, prior to the Closing, filed with the Nasdaq National Market a Nasdaq Notification for the Listing of Additional Shares covering the shares of TIDES Equity; (vi) the Company shall have tendered delivery of the shares of TIDES Equity being issued to the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject pursuant to the terms and conditions set forth in this Agreement, including without limitation, by having delivered an irrevocable letter (in form and substance satisfactory to the Investors and their counsel) to its transfer agent directing the transfer agent to deliver such shares of TIDES Equity to the Investors at Closing; and (vii) the Company may sell up shall have paid the reasonable fees and disbursements of special counsel for the Investors referred to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable Section 8(f) to the Company, Altira, NGEN and Robeco (each extent reflected in a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any statement of such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery counsel rendered to the Company by such Investor of at the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer a good faith estimate of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes which statement shall be rendered to the Company for cancellation pursuant to Section 1.3 or (c) a combination of at least two business days before the foregoingClosing Date.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 933,333 shares of Common Stock (the "Shares") for an aggregate purchase price of $7,000,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇on March 21, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place 2000. The date of the Closing is hereinafter referred to as the Company and the Investors mutually agree upon in one or more closings (the “"Closing Date”). Subject to ." (ii) At the terms and conditions set forth in this AgreementClosing, the Company may sell up parties shall deliver or shall cause to an additional 14,534,884 shares of Series B Stock in be delivered the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco following: (each a “Subsequent Purchaser”A) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will shall deliver to each Investor Purchaser (1) a stock certificate representing the number of Purchased Shares that indicated below such Investor is purchasing Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as shown set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of ▇▇▇▇ & Trinen, outside counsel to the Company, substantially in the form of Exhibit A against delivery C, and (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated for such purpose prior to the Closing Date in writing by the Company in writingCompany, and (b2) surrender of the Bridge Notes all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by such Purchaser pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement, including an executed Registration Rights Agreement.

The Closing. (a) The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) Closing will take place at a time and on and as of the offices date of this Agreement (the "Closing Date"). The Closing will be held by telephone, at which time the documents and instruments necessary or appropriate to effect the transactions contemplated herein to occur at the Closing will be exchanged by E-mail or facsimile transmission, with original counterparts to follow by next business day courier delivery. Except as otherwise provided herein all actions taken at the Closing will be deemed to be taken simultaneously. (b) At the Closing, Seller shall deliver or cause to be delivered to the Purchasers stock certificates for the Purchased Shares, endorsed in blank and bearing medallion signature guarantees, and an assignment of the Related Party Loans. Promptly after the Closing, the stock certificates delivered to the Purchasers at the Closing will be presented to the transfer agent for the Company's Common Stock for registration of transfer into the names of the Purchasers and for the respective numbers of Purchased Shares indicated on Annex 1.1(b)(1) hereto. Each stock certificate received at the Closing by the Purchasers and each stock certificate received upon the registration of transfer thereof shall bear the legends (the "Legends") set forth in Annex 1.1(b)(2) hereto. (c) Attached hereto as Annex 1.1(c) is a copy of the registration agreement to which the Purchased Shares are subject. (d) At or prior to the Closing, the Purchasers shall wire transfer immediately available funds in the aggregate amount of Two Hundred Eighty Three Thousand Four Hundred Thirty Dollars ($283,430) to Seller. Of this amount, Two Hundred Fifty Four Thousand Five Hundred Seventeen and 30/100 Dollars ($254,517.30) represents the purchase price of the Purchased Shares (at Thirty Cents ($.30) per share) and Twenty Eight Thousand Nine Hundred Twelve and 70/100 Dollars ($28,912.70) represents advances to the Company on behalf of the Purchasers to pay certain liabilities of the Company agreed to be paid by the Purchasers. At the Closing, the Company will deliver a Convertible Promissory Note in the form of Annex 1(d) hereto to evidence such advance. (e) At the Closing, Seller shall cause the director of the Company: (i) to acknowledge that the Company does not have any liability to him after the Closing; (ii) to agree to remain director and officer of the Company until ten (10) days after the Company files with the Commission and mails to its shareholders a Schedule 14F-1 (the "Schedule 14F-1") pursuant to Rule 14f-1 promulgated by the Commission under the Securities Exchange Act of 1934 (the "Exchange Act") and to resign as director of the Company at the end of such ten-day period; (iii) to appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to the Board of Directors of the Company; and (iv) to vote in favor of electing ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as President, Chief Executive Officer and Chief Financial Officer and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares Secretary of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing.

The Closing. The (a) Subject to the terms and conditions of this Agreement, the sale and the purchase and sale of the Series B Purchased Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will contemplated hereby shall take place at a closing (the "CLOSING") at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇ & ▇▇▇, LLP, ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ , ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇at 10:00 a.m., ▇▇ ▇▇▇▇▇local time, at 12:00 p.m. Pacific Time on April 17, 2009 the date which is three (3) Business Days after the satisfaction or waiver of all of the conditions to the consummation of the sale and purchase of the Purchased Stock contemplated hereby or at such other time and place as the Company Seller and the Investors Purchaser shall mutually agree upon but, in one or more closings any event, no later than April 30, 2000 (the “day on which the Closing Date”takes place shall be referred to herein as the "CLOSING DATE"). Subject . (b) At the Closing, the Seller shall deliver to the terms Purchaser against payment of the Purchase Price the following: (i) the merger certificate from the State of Delaware evidencing the Merger and conditions set forth naming Sequoia ▇▇▇.▇▇▇, Inc. as the Surviving Corporation; (ii) certificates representing the Purchased Stock, duly endorsed for transfer in blank or accompanied by a stock power duly endorsed in blank by the Seller with any requisite documentary or stock transfer taxes affixed thereto; (iii) the certificates required by Section 6.1 and Section 6.2 hereof; (iv) legal opinion of ▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇, LLP, in form and substance reasonably satisfactory to Purchaser; (v) resolutions duly adopted by the Board of Directors of Seller authorizing the transactions which are the subject of this Agreement; (vi) certificates issued by appropriate governmental authorities evidencing, as of a recent date, the Company may sell up to an additional 14,534,884 shares good standing and tax status of Series B Stock the Predecessor Companies in the aggregate to purchasers acceptable State of Delaware; (vii) a copy of the Certificate of Incorporation and all amendments thereto of the Predecessor Companies, certified in each case by the Secretary of State of the State of Delaware; (viii) certificates of the Secretary of Seller to the effect that there have been no amendments to the charter documents of the Predecessor Companies since the date of the certifications referred to in subsection (vii) of this Section 2.3(b); (ix) copy of the By-laws, including all amendments thereto, of the Predecessor Companies, certified by the Secretary of each Predecessor Company, Altirarespectively; (x) each Consent required by Section 6.3; (xi) resignations of the directors of the Predecessor Companies; and (xii) if the Company Net Amount is positive, NGEN an amount in cash (which amount may be offset against the Purchase Price otherwise payable by the Purchaser pursuant to Section 2.2(a)) equal to the Company Net Amount. (c) At the Closing, the Purchaser shall deliver to the Seller the following: (i) the Purchase Price; (ii) the certificates required by Section 7.1 and Robeco Section 7.2 hereof; (iii) resolutions adopted by the Board of Directors of the Purchaser authorizing the transactions contemplated hereby, certified by the Secretary of the Purchaser; (iv) each a “Subsequent Purchaser”Consent required by Section 7.3; and (v) if the Company Amount is negative, an amount in cash (which amount shall be in addition to the Purchase Price) equal to the Company Net Amount. (d) Each of the parties hereto shall deliver all other documents and instruments required to be delivered by either of them at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on or prior to the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party pursuant to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingotherwise required herein.

The Closing. (a) The purchase and sale of the Series B Stock D-1 Purchase Shares and Note Conversion (a “Closing”, Warrants and the first issuance of such Closings, the “First Closing”) will Series D-2 Shares and Warrants upon exchange of Series B Preferred Stock shall take place at a closing (the "CLOSING") at the offices of ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPcommencing at 10:00 a.m. local time on (i) the first (1st) Business Day following the date of the Special Meeting contemplated by Section 6.05 or, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇if later, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, the third (3rd) Business Day following the date upon which all conditions to the obligations of the parties to consummate the transactions contemplated hereby have been satisfied or waived (other than conditions with respect to actions the respective parties will take at 12:00 p.m. Pacific Time on April 17, 2009 the Closing itself) or at (ii) such other time and place date as the Company parties may mutually determine but, unless otherwise agreed to in writing, not later than the Termination Date. The date and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares time of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on are referred to herein as the 60th day thereafter "CLOSING DATE." (b) At the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and Closing, (i) each Subsequent Series D-1 Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to an account designated by the Company in writing, at least two (b2) surrender of Business Days prior to the Bridge Notes Closing Date an amount equal to the Purchase Price for the Series D-1 Purchase Shares and Warrants purchased by such Series D-1 Purchaser; and (ii) each Series D-2 Purchaser shall deliver to the Company the Series B Shares to be exchanged by such Series D-2 Purchaser for cancellation pursuant to Section 1.3 or Series D-2 Shares and Warrants. (c) a combination At the Closing, the Company shall deliver: (i) to each Series D-1 Purchaser, against delivery of the foregoingPurchase Price, a certificate or certificates evidencing such Series D-1 Purchaser's Series D-1 Purchase Shares and a Warrant or Warrants to purchase the total number of shares of Common Stock allocated to such Series D-1 Purchaser, each in definitive form and registered in the name of such Series D-1 Purchaser or in such nominee name as such Series D-1 Purchaser shall request at least two (2) Business Days prior to the Closing Date; and (ii) to each Series D-2 Purchaser, upon exchange of the Series B Shares held by such Series D-2 Purchaser, a certificate or certificates evidencing such Series D-2 Purchaser's Series D-2 Shares and a Warrant or Warrants to purchase the total number of shares of Common Stock allocated to such Series D-2 Purchaser, each in definitive form and registered in the name of such Series D-2 Purchaser or in such nominee name as such Series D-2 Purchaser shall request at least two (2) Business Days prior to the Closing Date.

The Closing. The purchase and sale consummation of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a the “Closing”, and ) shall take place simultaneously with the first execution of such Closings, this Agreement on the date of this Agreement (the “First ClosingClosing Date”), remotely by exchange of documents and signatures (or their electronic counterparts) and electronic payment of the Aggregate Purchase Price. (a) On or prior to the Closing Date, Seller and/or YFI will take place at the offices of cause T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“C▇▇▇▇▇▇▇”), the sole director of YFI, to (i) increase the number of directors of YFI from one to two and (ii) (x) appoint J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & to fill the vacancy on the YFI board of directors created by this newly created position and (y) appoint J▇▇▇▇▇▇▇ LLP, ▇. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ as Chief Executive Officer and Chief Financial Officer and appoint A▇▇▇▇▇ ▇. ▇▇▇▇▇ as President, Treasurer and Secretary of YFI, with such appointments being effective on the Closing Date. (b) At the Closing, each respective Purchaser will deliver to Seller: (i) the Purchaser’s Individual Purchase Price, by wire transfer in accordance with the wire transfer instructions set forth in Exhibit B hereto; and (ii) a certificate of the Managing Member or such other authorized Person (as defined below) of such Purchaser, certifying that attached thereto are true and complete copies of all resolutions of such Purchaser authorizing the execution, delivery, and performance of this Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing to which such Purchaser is a party (collectively, the “Purchaser Transaction Documents”) and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect. (c) At the Closing, Seller will deliver, or cause to be delivered to the respective Purchaser: (i) certificates evidencing the Seller Shares acquired by such Purchaser, registered in the name of such Purchaser or duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (ii) evidence reasonably satisfactory to the Purchasers evidencing the contribution to the capital of YFI for no additional consideration of that certain amended loan and promissory note issued by YFI in favor of the Seller (the “Seller Note”); (iii) evidence reasonably satisfactory to the Purchasers that there are no further accounts payable owed by YFI as of the Closing; (iv) a legal opinion from counsel to Seller and YFI, in form and substance satisfactory to Purchasers and its counsel, containing the opinions set forth on Exhibit C hereto; (v) the resignation of C▇▇▇▇▇▇▇ (a) from all offices of YFI held by C▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on effective the Closing Date and ending on (b) as a director of YFI, effective 10 days following the 60th day thereafter mailing to YFI’s stockholders of an Information Statement required by 17 CFR § 240.14f-1 (the “Subsequent Sale Information Statement” and such 10-day period the “Waiting Period”). Any such sale shall be made during ; and (vi) a certificate of the Subsequent Sale Period Secretary (or other officer) of Seller certifying: (a) that attached thereto are true and upon complete copies of all resolutions of the same terms and conditions as those set forth hereinboard of managers, directors and/or members of Seller authorizing the execution, delivery, and each Subsequent Purchaser shall become a party to performance of this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligationsother agreements, instruments, and documents required to be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have delivered in connection with this Agreement or at the sale Closing (collectively, the “Seller Transaction Documents”) to which Seller is a party and the consummation of Shares the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; and (b) the names, titles, and signatures of the officers of Seller authorized to Subsequent Purchasers during sign the Subsequent Sale Period. Transaction Documents. (d) At each the Closing, subject to the terms and conditions hereof, the Company YFI will deliver to each Investor the respective Purchaser: (i) a stockholder list generated by its transfer agent as of a date no more than five days prior to the Closing Date (the “Stockholder List”); (ii) a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares Secretary (or other officer) of Series B Stock at such Closing, paid by YFI certifying: (a) wire transfer that attached thereto are true and complete copies of funds all resolutions of the board of directors and the stockholders of Seller authorizing (x) the execution, delivery, and performance of this Agreement and the other agreements, instruments, and documents required to an account designated by be delivered in connection with this Agreement or at the Company Closing (collectively, the “YFI Transaction Documents”) to which YFI is a party and the consummation of the transactions contemplated hereby and thereby, and (y) the actions provided for in writingSection 3(a), and that such resolutions are in full force and effect; and (b) surrender the names, titles, and signatures of the Bridge Notes officers of YFI authorized to sign the YFI Transaction Documents; and (iii) a good standing certificate from the Secretary of State of the State of Delaware, dated within two business days prior to the Company Closing Date (e) At the Closing, Seller will pay the YFI Costs and Expenses provided for cancellation pursuant to in Section 1.3 or (c) a combination of the foregoing10(c).

The Closing. (a) The purchase and sale initial closing of the Series B sale and purchase of the Preferred Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will pursuant to this Agreement shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on May 14, 2003, or at such other time, date, and place as are mutually agreeable to the Company and the Purchasers (the “Initial Closing”). The date of the Initial Closing is hereinafter referred to as the “Initial Closing Date.” (b) The subsequent closing of the sale and purchase of the Preferred Stock pursuant to this Agreement shall take place at the offices of ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, at 12:00 p.m. Pacific Time ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within three (3) business days after the date on April 17which the condition set forth in Section 6.4 has been satisfied or waived, 2009 or at such other time time, date, and place as are mutually agreeable to the Company and the Investors mutually agree upon in one or more closings Purchasers (the “Closing DateSubsequent Closing”, and together with the Initial Closing, each a “Closing”). Subject The date of the Subsequent Closing is hereinafter referred to as the terms “Subsequent Closing Date” and conditions set forth in this Agreementtogether with the Initial Closing Date, each a “Closing Date.” (c) At each Closing, the Company may sell up shall deliver, or shall cause its transfer agent to an additional 14,534,884 shares deliver, to each Purchaser within ten (10) days of Series B Stock such Closing a certificate registered in the aggregate to purchasers acceptable to name of each Purchaser representing the CompanyShares being purchased by such Purchaser at such Closing. As payment in full for the Preferred Stock being purchased by such Purchaser under this Agreement and against delivery of the stock certificate or certificates therefor, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on each Purchaser shall deliver to the 60th day thereafter (Company a check payable to the “Subsequent Sale Period”). Any order of the Company or wire transfer of such sale shall be made during sum to the Subsequent Sale Period and upon account of the same terms and conditions as those Company the amount set forth herein, and each Subsequent opposite the name of such Purchaser shall become a party with respect to such Closing under the header “Aggregate Purchase Price for the Shares to Be Purchased” on Schedule I. If at the Closing any of the conditions specified in Section 5.1-5.5 of this Agreement (and Exhibit A hereto shall not have been fulfilled or waived, each Purchaser shall, at its election, be amended relieved of all of its obligations under this Agreement with respect to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive without thereby waiving any rights of first refusal other right it may have by reason of such failure or such non-fulfillment. If at the Closing any of the conditions specified in connection with the sale Section 6 of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereofthis Agreement shall not have been fulfilled or waived, the Company will deliver to each Investor a certificate representing the number shall, at its election, be relieved of Purchased Shares that all of its obligations under this Agreement without thereby waiving any other right it may have by reason of such Investor is purchasing as shown on Exhibit A against delivery to the Company by failure or such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingnon-fulfillment.

The Closing. The purchase and sale closing (the "Closing") of the Series B Stock sale and Note Conversion (a “Closing”, and purchase of the first of such Closings, the “First Closing”) will Shares under this Agreement shall take place at the offices of ▇▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at 9:00 a.m. on the date of this Agreement, or at such, other time, date and place as are mutually agreeable to the Company and the Purchasers. The date of the Closing is hereinafter referred to as the "Closing Date." At the Closing: (a) the Company shall deliver to the Purchasers a certificate, as of the most recent practicable date, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware; (b) the Company shall deliver to the Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Designations), certified by the Secretary of State of the State of Delaware; (c) the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting as to (i) the By-laws of the Company, and (ii) resolutions of the Board of Directors of the Company authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (d) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to counsel for the Company, Altirashall deliver to the Purchasers an opinion, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on dated the Closing Date Date, in the form attached hereto as Exhibit B; (e) the Company, the Founders and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale Purchasers shall be made during the Subsequent Sale Period execute and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), deliver the Investor Rights Agreement in the form attached hereto as Exhibit C (the "Investor Agreement, "); (f) the Company; the Founders and the Purchasers shall execute and deliver the Right of First Refusal and Co-Sale Agreement and in the Voting Agreement and shall have form attached hereto as Exhibit D (the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing "Right of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this First Refusal Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, "); (g) the Company will shall deliver to each Investor Purchaser a certificate representing for the number of Purchased Shares that being purchased by such Investor is purchasing as shown on Exhibit A against delivery Purchaser, registered in the name of such Purchaser; (h) each Purchaser shall pay to the Company the purchase price for the Shares being purchased by such Investor of the full Price Per Share for such shares of Series B Stock at such ClosingPurchaser, paid by (a) wire transfer of funds to an account designated by or certified check; and (i) the Company in writing, (b) surrender of and the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) Purchasers shall execute and deliver a combination of the foregoingCross-Receipt.

The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 800 shares of Preferred Stock ("Shares") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of $8,000,000. The closing of the purchase and sale of such securities (the Series B Stock and Note Conversion (a “"Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit D-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement, pursuant to the terms thereof (collectively, the "Closing Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit D-2, registered in the name of such Purchaser, pursuant to which, in the event that the Company shall redeem the Shares, such Purchaser shall have the right to acquire the number of Warrant Shares indicated below such Purchaser's name on the signature page to this Agreement, pursuant to the terms thereof (collectively, the "Redemption Warrants", and together with the Closing Warrants, the "Warrants"),(3) the legal opinion of Cart▇▇, ▇▇▇▇▇▇▇ & ▇ilb▇▇▇, ▇▇ ▇▇▇▇▇tside counsel to the Company in the form of Exhibit C, at 12:00 p.m. Pacific Time on April 17(4) an executed Registration Rights Agreement, 2009 or at such other time and place dated as of the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of Exhibit B (the “Closing Date”"Registration Rights Agreement"). Subject to , and (5) Transfer Agent Instructions, in the terms and conditions set forth in this Agreementform of Exhibit E, executed by the Company may sell up and delivered to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to and acknowledged by the Company, Altira, NGEN 's transfer agent (the "Transfer Agent Instructions"); and Robeco (B) each a “Subsequent Purchaser shall deliver (1) the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingan executed Registration Rights Agreement.

The Closing. The (a) Subject to the terms and conditions hereof, the closing (the "Closing") of the purchase and sale of the Series B Stock Notes and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) Warrants will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or P.C. at such other time and place date as shall be mutually agreed to by the Company and the Investors mutually agree upon in one or more closings (Purchasers. Such times and dates are herein referred to as the “"Closing Dates" and individually as a "Closing Date”). ." (b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, on each Closing Date (i) the Company will deliver to each Investor Purchaser (A) a certificate representing Note or Notes, substantially in the form of Exhibit B hereto for Class 1, Exhibit D for Class 2 and Exhibit F for Class 3, payable to such Purchaser (or its nominee as notified to the Company), and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, and (B) for Class 1 and Class 2, a Warrant or Warrants evidenced by certificates substantially in the form of Exhibit C hereto for Class 1 and dated the Closing Date, for the number of Purchased Shares that shares of the Company's Common Stock set forth opposite such Investor is purchasing as shown Purchaser's name on Exhibit A against delivery A, and (ii) upon such Purchaser's receipt thereof, such Purchaser will deliver to the Company by wire transfer an amount equal to the purchase price for such Investor Notes and Warrants (as specified in Section 1(a) hereof) payable to the order of the full Price Per Share for Company in immediately available funds. Class 2 Warrants, if elected, substantially in the form of Exhibit E will be dated the Closing Date, but will not be determined as to number of shares or delivered until the applicable Class 2 Note has been repaid by the Company. (c) As an alternative to Section 2(b), upon receipt of a Purchaser's signed copy of this Agreement, the Company will sign the Agreement, the Note and the Warrants, as applicable, and will instruct the Agent to communicate to the Purchaser that such shares of Series B Stock at such Closingdocuments have been signed and the Agent has obtained a perfected interest in the Collateral. Thereafter, paid upon the Company's receipt by (a) wire transfer of funds the purchase price for the Note and Warrants, the Company will deliver the signed Agreement, Note and Warrants, as applicable, to the Purchaser. (d) The Purchasers acknowledge that the Notes and the Warrants constitute an account designated investment unit" within the meaning of Section 1273(c)(2) of the Code and that the Company will allocate the "issue price" (within the meaning of Section 1273(b) of the Code) of such investment unit, for all Income Tax purposes, between the Notes and Warrants as required by applicable tax law. Each Purchaser agrees to abide by Treasury Regulation ss. 1. 1273-2(h)(2) with respect to such allocation of the issue price. For all Notes and Warrants issued under this Purchase Agreement after December 31, 2001, the Company and its tax advisors have determined that the limited marketability of the Company's Common Stock does not provide a reasonable basis for the Company and its advisors to determine a value for the Warrants issued or the conversion rights. Therefore, all warrants issued by the Company pursuant to this Agreement, shall have only a minimal or negligible value ascribed to them. It is understood, however, that in writingthe event market conditions change such that the warrants again have value, (b) surrender of the Bridge Notes to the Company and its tax advisors will determine an appropriate value for cancellation pursuant warrants issued thereafter with no need to Section 1.3 or (c) a combination of the foregoingamend this Agreement.

The Closing. (a) The purchase Company shall issue to each Initial Holder, on the date hereof and sale for no cash consideration, Term Warrants covering such number of Stock Units as is specified opposite the Series B Stock and Note Conversion (a “Closing”, and the first name of such Closings, Initial Holder in SCHEDULE 1 hereto and a Revolving Warrant. The number of shares of Common Stock comprising each Stock Unit covered by the “First Closing”Warrants issued under this Agreement shall be subject to adjustment as provided in SECTIONS 8 and 9 hereof. (b) will take place at On the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as date hereof the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor Initial Holder (i) a single certificate for the Term Warrants representing the number of Purchased Shares that Stock Units as is specified opposite the name of such Investor Initial Holder in COLUMN A OF SCHEDULE 1 hereto, (ii) a single certificate for the Term Warrants representing the number of Stock Units as is purchasing specified opposite the name of such Initial Holder in COLUMN B OF SCHEDULE 1 hereto, (iii) a single certificate for the Term Warrants representing the number of Stock Units as shown on Exhibit A against delivery to is specified opposite the name of such Initial Holder in COLUMN C OF SCHEDULE 1 hereto, and (iv) a single certificate for the Revolving Warrant, each such certificate registered in the name of such Person, except that, if such Person shall notify the Company by in writing prior to such Investor of the full Price Per Share issuance that it desires certificates for such shares Warrants to be issued in other denominations or registered in the name or names of Series B Stock at any Person or Persons referred to in SECTION 5.01(a)(i) or (ii) hereof or any nominee or nominees for its or their benefit, then if permitted under applicable law the certificates for such Closing, paid by (a) wire transfer of funds Warrants to an account designated be issued by the Company shall be issued to such Person in writing, (b) surrender of the Bridge Notes to denominations and registered in the Company for cancellation pursuant to Section 1.3 name or names specified in such notice. (c) a combination Within three Business Days after receipt of written notice from the Administrative Agent under the Loan Agreement of the foregoingoccurrence of an Event of Default (as defined therein), the Company shall deliver to each Lender at such time a single certificate for the Default Warrants representing the number of Stock Units equal to the sum of (i) such Lender's outstanding Revolving Loans (as defined therein) including accrued interest at such time divided by $1,000 plus (ii) the product of 10,000 and a fraction the numerator of which is such Lender's outstanding Term Loans (as defined therein) including capitalized interest and accrued interest at such time and the denominator of which is $10,000,000, each such certificate registered in the name of such Person, except that, if such Person shall notify the Company in writing prior to such issuance that it desires certificates for such Warrants to be issued in other denominations or registered in the name or names of any Person or Persons referred to in Section 5.01(a)(i) or (ii) hereof or any nominee or nominees for its or their benefit, then if permitted under applicable law the certificates for such Warrants to be issued by the Company shall be issued to such Person in the denominations and registered in the name or names specified in such notice.

The Closing. The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated hereby (a collectively, the “Closing”, and the first of such Closings, the “First Closing”) will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M. on date hereof upon the delivery or waiver of the items set forth in Sections 2.1 and 2.2, or on such other date and time as Purchaser and Seller shall mutually agree in writing. The date of the Closing is referred to as the “Closing Date.” At the Closing, subject to the satisfaction or waiver of each of the conditions specified in Article II below: (a) The closing certificates and other documents and agreements required to be delivered pursuant to this Agreement (including all certificates, documents and agreements set forth in Article II) with respect to the Closing will be exchanged; (b) The Purchaser shall pay to an escrow account at ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) pursuant to the Escrow Agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”) cash in an amount equal to $8,000,000 (the “Escrow Amount”) for deposit into an escrow account (the “Escrow Account”) to be held and disbursed in accordance with the terms of the Escrow Agreement; (c) The Purchaser shall, by wire transfer of immediately available funds to an account or accounts designated by the Seller Representative in a written notice to Purchaser prior to the Closing, pay to each Seller an amount equal to (i) such Seller’s Pro Rata Share multiplied by (ii) the excess of (w) the Estimated Closing Purchase Price, minus (x) the Escrow Amount, minus (y) the Phoenix Closing Funded Amount; and (d) The Purchaser shall, by wire transfer of immediately available funds to an account or accounts designated by the Seller Representative in a written notice to Purchaser prior to the Closing, pay the Phoenix Closing Funded Amount as directed by the Seller Representative. Notwithstanding the foregoing, by his execution and delivery hereof, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as hereby directs the Company and Purchaser to reduce the Investors mutually agree upon in one or more closings portion of the amount to be paid to him pursuant to Section 1.3(c) by an amount equal to $46,019.55 (the “Salaried Employee Bonus Amount”) and the Purchaser shall instead deposit the Salaried Employee Bonus Amount with the Company for payment of a one-time one-week bonus to salaried employees of the Company as of the Closing Date”). Subject to The Parties agree that the terms and conditions set forth in this Agreement, the Company may sell up to Salaried Employee Bonus Amount shall not be considered an additional 14,534,884 shares asset or a liability of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writingthe computation of any of Closing Cash Amount, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 Closing Indebtedness or (c) a combination of the foregoingClosing Net Working Capital.

The Closing. (a) The closing of the purchase and sale of the Series B Stock and Note Conversion Assets (a “Closing”, and the first of such Closings, the “First Closing”) will take place on the second business day after satisfaction of the last to be satisfied of the conditions set forth in Article V (other than those conditions that, by their terms, are to be satisfied at the Closing) (the “Closing Date”), at the offices of ▇▇▇▇ & ▇▇▇▇▇ Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, unless another time, date or place is agreed to by the parties hereto. (b) At or prior to the Closing, Seller shall execute and deliver to Company: (i) Bills of sale and other such assignment instruments, in form and substance reasonably satisfactory to Company, covering the Assets and effecting the full sale and conveyance of the Assets to Company, free and clear of any and all mortgage, charge (whether fixed or floating), security interest, pledge, right of first refusal, lien (including any unpaid vendor’s lien), option, hypothecation, title retention or conditional sale agreement, lease, option, restriction as to transfer or possession, or subordination to any right of any other person (“Encumbrances”); (ii) All books, records, correspondence and other documents in Seller’s possession or control that evidence or relate to the Assets; (iii) The Closing certificate described in Section 5.2(a) and (b); (iv) A copy of resolutions of shareholders and of the governing body of Seller authorizing the execution, delivery and performance of this Agreement and the other agreements and transactions contemplated hereby, which resolutions shall be certified by the Secretary (or comparable officer) of Seller and which certificate shall state that such resolutions have not subsequently been amended or rescinded; (v) A Consulting Agreement, substantially in the form attached hereto as Exhibit A; (vi) Non-Compete Agreement (the “Non-Compete Agreement”) in the forms attached hereto as Exhibit B, executed by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings ; (the “Closing Date”). Subject vii) A Lock-up Agreement pertaining to the terms Acquisition Shares and conditions set forth any shares of Company common stock issued under the Consulting Agreement; and (viii) Such other closing documents as Company may reasonably request in order to consummate the transactions contemplated by this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or . (c) a combination At or prior to the Closing, Company shall execute and deliver to Seller: (i) A copy of the foregoingConsulting Agreement, executed by Company; (ii) Copies of the Non-Compete Agreements, executed by Company; (iii) Stock certificates in the name of Seller representing the Acquisition Shares to be delivered at Closing; and (iv) A wire transfer to Seller in the amount of Three Hundred Fifty Thousand Dollars ($350,000.00).

The Closing. A. The purchase and sale of Closing shall be held on the Series B Stock and Note Conversion (a “Closing”, and date hereof immediately following the first of such Closings, the “First Closing”) will take place execution hereof at the offices of Purchaser's attorneys, Schoeman, Updike & Kaufman, LLP, 60 Eas▇ ▇▇▇▇ St▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPew York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and ▇ place as may be fixed by mutual written agreement of Purchaser and Seller. The date and event of closing are respectively referred to in this Agreement as the Company and the Investors mutually agree upon in one or more closings (the “"Closing Date”). Subject " and "Closing." B. At the Closing: (a) Seller shall deliver to Purchaser: (i) the terms stock certificates for all of the outstanding stock of TeleSite duly endorsed for transfer to Purchaser and conditions set forth with all requisite stock transfer stamps attached; (ii) written resignations, effective as of the Closing, of all directors of the Acquired Companies; (iii) employment agreements in this Agreementthe form attached as Exhibit 3B(a)(iii) executed by Seller and Yigal Abiri, respectively; (iv) the Company may sell up certificates, opinions and other matters required by Section 6. (b) Purchaser shall deliver to an additional 14,534,884 Seller: (i) option grant letter to be issued pursuant to Purchaser's 1999 Non-Qualified Stock Option Plan for Seller to purchase 10,000 shares of Series B Purchaser's Common Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning fair market value on the Closing Date Date; and (ii) the wire transfer or check required by Section 2(a); (iii) the employment agreement in the form attached as Exhibit 3(b)(iii) executed by Purchaser; and (iv) the other matters required by Section 7. (c) Purchaser and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale Seller shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing other an Escrow Agreement (the number "Escrow Agreement") in the form of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery 3B(c) executed by them and by the Escrow Agent named therein (the "Escrow Agent") and Purchaser shall deliver the payment required by Section 2(b) to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingEscrow Agent.

The Closing. (i) The closing of the purchase and sale of the Series B Stock and Note Conversion (a “Closing”, Debentures and the first of such Closings, Warrants (the “First "Closing”") will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇Kleinberg, Kaplan, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇P.C. ("Purchaser's Counsel") or at such other place as is mutually agreeable, at 12:00 p.m. Pacific Time 10:00 am., local time on: (x) the date on April 17which the last to be fulfilled or waived of the conditions set forth in Article 4 hereof and applicable to the Closing shall be fulfilled or waived in accordance herewith, 2009 or at (y) such other time and place and/or on such other date as the Company Purchaser and the Investors mutually agree upon in Company may agree. The date on which the Closing occurs is referred to herein as the "Closing Date". (ii) On the Closing Date, the Company shall deliver to the Purchaser (x) one or more closings Debentures (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing and outstanding principal amount of each debenture to be as shown on Exhibit A against delivery to reasonably requested by the Company Purchaser) representing the aggregate Debentures purchased hereunder by such Investor the Purchaser at the Closing registered in the name of the full Purchaser or its nominee and (y) the Warrants registered in the name of the Purchaser or its nominee in such denominations as reasonably requested by the Purchaser, and the Purchaser shall deliver the Purchase Price Per Share for such shares of Series B Stock at such Closing, paid the Debentures and Warrants by (a) wire transfer of in immediately available funds to an account designated in writing by the Company. In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing. In addition, at the Closing, the Company in writing, shall pay (b) surrender or the Purchaser shall pay for the account of the Bridge Notes Company, with such payment being credited towards Purchaser's payment of the Purchase Price under this paragraph (b)(ii)) to the Company for cancellation pursuant to Purchaser's Counsel its legal fees and disbursements as set forth in Section 1.3 or (c) a combination 3.4. Furthermore, at the option of the foregoingPurchaser, at the Closing the Purchaser may pay for its account and for the account of the Company, the full fee due to the Transaction Agent (as defined below) in connection with the transactions contemplated with respect to the Closing, with 25% of such payment (equal to 0.5% of the Purchase Price) being credited towards Purchaser's payment of the Purchase Price under this paragraph (b)(ii).

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”i) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may shall issue and sell up to the Purchasers and the Purchasers shall, severally and not jointly, purchase from the Company the Debentures for an additional 14,534,884 shares aggregate purchase price of Series B Stock $10,000,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) the Debentures in the aggregate principal amount of the purchase price indicated below such Purchaser's name on the signature page to purchasers acceptable this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire shares of Common Stock upon the terms set forth therein (collectively, the "Class A Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit E, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms set forth therein (collectively, the "Class B Warrants" and together with the Class A Warrants, the "Warrants"), (4) the legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇tside counsel to the Company, Altirasubstantially in the form of Exhibit C, NGEN and Robeco (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), the Transfer Agent Instructions, in the form of Exhibit F, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions") and the Letter Agreement, dated the date hereof, among the Purchasers and the Company in the form of Exhibit G (the "Letter Agreement"); and (B) each a “Subsequent Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated for such purpose prior to the Closing Date in writing by the Company in writingCompany, and (b2) surrender of the Bridge Notes all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by such Purchaser pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement, including an executed Registration Rights Agreement and Letter Agreement.

The Closing. (a) The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇, 1055 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 ▇▇mediately following the execution hereof or such later date or at such other time and place as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (b) At the Closing, the parties shall deliver or shall cause to be delivered the following: (i) the Company shall deliver to the Purchaser (1) a stock certificate representing 15,000 Shares registered in the name of the Purchaser, (2) a five year common stock purchase warrant in the form of Exhibit B (the "Warrant") entitling the Purchaser to purchase an aggregate of 120,000 shares of the Company's common stock, $.01 par value per share (the "Common Stock"), at an exercise price equal to 120% of the Per Share Market Value on the Closing Date, registered in the name of the Purchaser, (3) the legal opinion of Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇, outside counsel to the Company, substantially in the form of Exhibit C, dated the Closing Date, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, between the Company and the Investors mutually agree upon Purchaser, in one or more closings the form of Exhibit D (the “"Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, dated the Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate form of Exhibit E, delivered to purchasers acceptable to and acknowledged by the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter 's transfer agent (the “Subsequent Sale Period”"Transfer Agent Instructions"). Any such sale shall be made during ; and (ii) the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company (1) $1,500,000 in United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writing, (b) surrender of the Bridge Notes for such purpose prior to the Company for cancellation Closing Date (the "Purchase Price") less the amounts referred to in Section 4.1, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Purchaser pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement, including an executed Registration Rights Agreement.

The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 400 shares of Preferred Stock ("Shares") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of $4,000,000. The closing of the purchase and sale of such securities (the Series B Stock and Note Conversion (a “"Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit C-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "Closing Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit C-2, registered in the name of such Purchaser, pursuant to which, such Purchaser shall have the right to acquire shares of Common Stock pursuant to the terms thereof (collectively, the "Vesting Warrants", and together with the Closing Warrants, the "Warrants"),(3) the legal opinion of Higham, McConnell& Dunn▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇outside counsel to the Company in the form of Exhibit D, ▇▇ ▇▇▇▇▇(4) an executed copy of this Agreement and an executed Registration Rights Agreement, at 12:00 p.m. Pacific Time on April 17dated as of the date hereof, 2009 or at such other time and place as among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of Exhibit B (the “Closing Date”"Registration Rights Agreement"). Subject to , and (5) Transfer Agent Instructions, in the terms and conditions set forth in this Agreementform of Exhibit E, executed by the Company may sell up and delivered to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to and acknowledged by the Company, Altira, NGEN 's transfer agent (the "Transfer Agent Instructions"); and Robeco (B) each a “Subsequent Purchaser shall deliver (1) the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender an executed copy of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement and Registration Rights Agreement.

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”i) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may shall issue and sell up to the Purchasers and the Purchasers shall, severally and not jointly, purchase an additional 14,534,884 aggregate of 854,701 shares of Series B Common Stock (the "Shares") for an aggregate purchase price of $4,000,000. The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing 75% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the aggregate name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to purchasers acceptable which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire 75% of the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Patterson, Belknap, Webb & ▇yler LLP, outside counsel to the Company, Altirasubstantially in the form of Exhibit E, NGEN (5) an executed Registration Rights Agreement, dated the date hereof, among the Company and Robeco the Purchasers, in the form of Exhibit C (the "Registration Rights Agreement") and (6) the Transfer Agent Instructions, in the form of Exhibit D, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each a “Subsequent Purchaser shall deliver: (1) 75% of the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose and (2) an executed Registration Rights Agreement. (iii) Within five Trading Days following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein) and the Company has complied with its obligations under Section 3.1(b), (bA) surrender the Company will, against delivery of the Bridge Notes amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, (x) a stock certificate free of all restrictive legends representing 25% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser and (y) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire 25% of the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein and (B) each Purchaser will deliver to the Company, 25% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for cancellation pursuant such purpose. Notwithstanding the foregoing, the Purchasers shall not be obligated to acquire the Shares described in this Section 1.3 or (c1.1(a)(iii) a combination if the closing sales price of the foregoingCommon Stock as reported by Bloomberg, L.P. for any of the three Trading Days following the date that the Underlying Shares Registration Statement is first declared effective by the Commission is less than $4.01 per share (subject to equitable adjustment for stock splits, recombinations and similar events), which condition may be waived in whole or in part at the sole option of each Purchaser.

The Closing. The purchase (a) Subject to the terms and sale conditions hereof, the closing of the Series B Stock and Note Conversion Recapitalization (a “Closing”, and the first of such Closings, the “First Closing”) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ at 2:00 P.M., at 12:00 p.m. Pacific Time New York City time, on April 17June 28, 2009 2002 or at such other later time and place date as shall be specified by the Company and mutually agreed to by the Investors mutually agree upon in one or more closings (with at least 48 hours notice). Such time and date are herein referred to as the “Closing Date”). . (b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, on the Closing Date (i) the Company will deliver to each the Investor (x) a certificate representing registered in the Investor’s name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing the number of Purchased shares of Common Stock set forth opposite the Investor’s name on Schedule 1 hereto, (y) a certificate registered in the Investor’s name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing the number of Shares that such set forth opposite the Investor’s name on Schedule 1 hereto and (z) a wire transfer in an amount equal to the amount set forth opposite the Investor’s name on Schedule 1 hereto and (ii) the Investor is purchasing as shown on Exhibit A against delivery will deliver to the Company by such Investor (x) certificates evidencing the number of the full Price Per Share for such whole shares of Series B A Preferred Stock at such Closingset forth opposite the Investor’s name on Schedule 1 hereto and (y) certificates evidencing the number of Warrants set forth opposite the Investor’s name on Schedule 1 hereto. At least seven (7) calendar days prior to the Closing Date, paid by (a) the Investor shall provide the Company with current wire transfer instructions for payment of funds the cash portion of the consideration to an account designated by be paid in the Recapitalization and any future cash dividends paid in respect of the Series B Preferred Stock. As long as the Investor continues to hold Shares, the Investor shall provide the Company promptly with any updated wire transfer instructions for payment of dividends in writing, (b) surrender respect of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingsuch Shares.

The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in ----------- this Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 350 shares of Preferred Stock ("Shares") and certain Common Stock purchase warrants as ------ described below in this Section for an aggregate purchase price of $3,220,000. The closing of the purchase and sale of such securities (the Series B Stock and Note Conversion (a “"Closing”, and the first of such Closings, the “First Closing”") will shall ------- take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ , ------------------- immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing ------- Date." ---- (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver (1) to each Purchaser (i) an executed Escrow Agreement, in the form of Exhibit C (the "Escrow Agreement"), --------- ---------------- (ii) a stock certificate registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the aggregate stated value indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (iii) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this Agreement (each, a "Warrant" and, collectively, the "Warrants"), and (iv) the legal ------- -------- opinion of ▇▇▇▇▇▇ & Dodge LLP, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as outside counsel to the Company in mutually agreed form, and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject 2) to the terms and conditions set forth in this Escrow Agent under the Escrow Agreement, (i) an Executed Escrow Agreement, and (ii) to hold and disburse in accordance with the terms of the Escrow Agreement, stock certificates representing 2,142,395 shares of Common Stock for issuance to the Purchasers upon conversion of the Shares; and (B) each Purchaser shall deliver to the Company may sell up to an additional 14,534,884 shares of Series B Stock in (i) the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writing, for such purpose and (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (cii) a combination of the foregoingexecuted Escrow Agreement.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase aggregate of 1,000,000 shares of Common Stock (the "Shares") for an aggregate purchase price of $5,000,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇ ("Paul ▇▇▇▇▇▇▇▇ ▇▇"), 399 ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing 60% of the number of Shares indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Paul, ▇▇stings Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17outside counsel to the Company, 2009 or at such other time and place as substantially in the form of Exhibit C, (5) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of Exhibit D (the “Closing Date”"Registration Rights Agreement") and (6) the Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"). Subject ; and (B) each Purchaser shall deliver: (1) 60% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the terms Company for such purpose and conditions (2) an executed Registration Rights Agreement. (iii) On August 30, 2000, (A) the Company will, against delivery of the amounts set forth in clause (B) in this Agreementparagraph, deliver to each Purchaser, a stock certificate representing 40% of the Company may sell up number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to an additional 14,534,884 shares of Series B Stock equitable adjustment for stock splits, recombinations and similar events), registered in the aggregate to purchasers acceptable name of such Purchaser, and (B) each Purchaser will deliver to the Company, Altira, NGEN and Robeco (each a “Subsequent 40% of the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingsuch purpose.

The Closing. (a) The Closing. (i) Subject to the terms and conditions set forth ----------- in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $5,000,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Debentures (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the ------- offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ LLP-------- ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately --------- following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." ------------- (ii) Prior to the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) the Debentures in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇▇ & -------- ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇outside counsel to the Company, ▇▇▇▇▇ ▇▇▇▇in the form of Exhibit C, ▇▇ ▇▇▇▇▇--------- and (4) all other documents, instruments and writings required to have been delivered at 12:00 p.m. Pacific Time on April 17or prior to the Closing Date by the Company pursuant to this Agreement, 2009 or at such other time and place as including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of Exhibit B (the “Closing Date”--------- "Registration Rights Agreement"). Subject to , and the terms and conditions set forth in this AgreementIrrevocable Transfer Agent ----------------------------- Instructions, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate form of Exhibit E, delivered to purchasers acceptable to and acknowledged by the ------------ --------- Company, Altira, NGEN 's transfer agent (the "Transfer Agent Instructions"); and Robeco (B) each a “Subsequent Purchaser shall deliver (1) the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender of the Bridge Notes all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by such Purchaser pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement, including, without limitation, an executed Registration Rights Agreement.

The Closing. The Company agrees to issue and sell to each Purchaser, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, each Purchaser agrees to purchase, the principal amount of the Preferred Stock and Warrants for the purchase of the number of shares of Common Stock set forth opposite the name of such Purchaser under the headings "Shares of Preferred Stock" and "Warrant Shares," respectively, on Schedule I, at the aggregate purchase price set forth opposite the name of such Purchaser under the heading "Aggregate Purchaser Price" on Schedule I. Such purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will shall take place at a closing (the "Closing") to be held at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇Garden City, ▇▇▇▇▇ ▇▇▇▇New York, ▇▇ ▇▇▇▇▇on December 29, 1989 at 12:00 p.m. Pacific Time on April 1710:00 a.m., 2009 or at such other location, date and time as may be agreed upon by the Purchasers and place as the Company (such date and time being called the Investors mutually agree upon in one or more closings (the “"Closing Date”"). Subject At the Closing the Company shall issue and deliver to each Purchaser shares of Preferred Stock registered in the terms name of such Purchaser under the heading "Shares of Preferred Stock" on Schedule I and conditions Warrants, registered in the name of such Purchaser, to purchase (subject to adjustment as provided therein) the number of shares of the Company's Common Stock set forth opposite the name of such Purchaser under the heading "Warrant Shares" on Schedule I. As payment in full for the Preferred Stock and Warrants being purchased under this Agreement, and against delivery of the Preferred Stock and Warrants as aforesaid, on the Closing Date each Purchaser shall deliver to the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable a check payable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at in the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those amount set forth hereinopposite the name of such Purchaser under the heading "Aggregate Purchase Price" on Schedule I, and each Subsequent Purchaser or shall become a party to this Agreement (and Exhibit A hereto shall be amended to include transfer such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject sum to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number account of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closingwire transfer, paid by (a) wire transfer of funds to an account designated or shall acknowledge as "Paid" money owed by the Company to such Purchaser in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingsuch amount.

The Closing. (i) The Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company, over the period of time described herein, the Debentures for an aggregate purchase price of $600,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Debentures (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 immediately following the execution hereof or at such other time and place later date as the Company and parties shall agree. The date of the Investors mutually agree upon in one or more closings (Closing is hereinafter referred to as the “"Closing Date”). Subject ." (ii) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount of 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire, for every One Dollar ($1) of the principal amount of the Debentures acquired by it hereunder, two shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of , outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged in writing by the Company's transfer agent (the "Transfer Agent Instructions"), (6) an executed Security Agreement, dated the date hereof, between the Company and the Purchasers, in the form of Exhibit F (the "Security Agreement"), and (7) an executed Escrow Agreement, dated as of the date hereof, between the Company, the Purchasers and the escrow agent (the "Escrow Agent") set forth therein, in the form of Exhibit H (the "Escrow Agreement"); and (B) each Purchaser will deliver to the Company: (1) 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) executed originals of this Agreement, the Registration Rights Agreement, Security Agreement and the Escrow Agreement. (iii) If each of the conditions set forth in Section 1.1(b), other than the condition in Section 1.1(b)(iii), have been either satisfied by the Company may sell up or waived by each Purchaser, then on the tenth (10th) Trading Day ( "First Additional Funding Date") after the receipt by each Purchaser of a compliance certificate from the Company certifying that it has satisfied all the applicable conditions in Section 1.1(b), (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to an additional 14,534,884 shares of Series B Stock each Purchaser, Debentures in the aggregate principal amount of 16.67% of the purchase price indicated below such Purchaser's name on the signature page to purchasers acceptable this Agreement (the "First Additional Debentures") which shall be included within the definition of Debentures, and (B) each Purchaser will deliver to the Company, Altira, NGEN and Robeco (each a “Subsequent 16.67% of the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date signature page to this Agreement in United States Dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. (iv) If each of the conditions set forth in Section 1.1(b), have been either satisfied by the Company or waived by each Purchaser and ending provided that each Purchaser has received a compliance certificate from the Company certifying that it has satisfied all such applicable conditions, then on the 60th day thereafter tenth (10th) Trading Day ("Second Additional Funding Date") after the “Subsequent Sale Period”Effective Date (as defined herein). Any such sale shall be made during , (A) the Subsequent Sale Period and upon Company will, against delivery of the same terms and conditions as those amounts set forth hereinin clause (B) in this paragraph, and deliver to each Subsequent Purchaser shall become a party Purchaser, Debentures in the aggregate principal amount of 50% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement (and Exhibit A hereto the "Second Additional Debentures") which shall be amended to include such Subsequent Purchaser), included within the Investor Rights Agreement, the Right definition of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligationsDebentures, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At (B) each Closing, subject to the terms and conditions hereof, the Company Purchaser will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor Company, 50% of the full Price Per Share for purchase price indicated below such shares of Series B Stock at such Closing, paid Purchaser's name on the signature page to this Agreement in United States Dollars in immediately available funds by (a) wire transfer of funds to an account designated in writing by the Company in writing, for such purpose. The First Additional Debentures and Second Additional Debentures are collectively referred to as (b"Additional Debentures") surrender of and the Bridge Notes First Additional Funding Date and Second Additional Funding Date are collectively referred to the Company for cancellation pursuant to Section 1.3 or as (c) a combination of the foregoing"Additional Funding Dates").

The Closing. The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated hereby (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of Blau, Kramer, Wactlar & Lieberman, P.C., 100 Jericho ▇▇▇▇▇▇▇▇▇e, Jeric▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇.m. or such other place and time as the parties may agree (the "Closing Date"). At the Closing, the Purchaser will purchase the Acquired Assets and assume the Assumed Liabilities and Seller will sell the Acquired Assets in consideration for the payment by Purchaser of two hundred-fifty thousand ($250,000) dollars in the amounts set forth below and the undertakings of the Purchaser hereunder (the "Purchase Price"): (a) $200,000 in cash; (b) $50,000 of common stock, par value $.01 per share of Purchaser ("Common Stock"), valued based on an average of the closing price of such Common Stock on the NASDAQ Small Cap Market on the ten (10) days ending three (3) business days prior to the Closing Date hereof. In addition, pursuant to the employment agreement between Purchaser and Jeffrey Bowe, Purchaser sha▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇tions to purchase 50,000 shares of Common Stock of Purchaser having a term of five (5) years, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject an exercise price equal to the terms and conditions set forth in this Agreement, average of the Company may sell up closing price of such Common Stock on the NASDAQ Small Cap Market on the ten (10) days ending three (3) business days prior to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter hereof (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period "Options") and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, otherwise subject to the terms and conditions hereofof Purchaser's 1995 Incentive Stock Option Plan. At the Closing, Seller shall deliver to Purchaser the Bill of Sale and Assignment a▇▇ ▇urchaser shall deliver the Purchase Price, the Company will deliver to each Investor a certificate representing Options and the number Instrument of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to Assumption and the Company parties shall make the other deliveries required by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingArticle 6 hereof.

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇Chicago, ▇▇ ▇▇▇▇▇, Illinois at 12:00 p.m. Pacific Time 10:00 a.m. on April 17, 2009 the date which is the third business day following satisfaction or waiver of all of the closing conditions set forth in Article II hereof (other than those to be satisfied at the Closing) or on such other date or at such other location as is mutually agreeable to Buyer and the Shareholder Representative. The date and time and place of the Closing are herein referred to as the Company and the Investors mutually agree upon in one or more closings (the “"Closing Date”." If acceptable to the Shareholder Representative and Buyer, the Closing may be effected by facsimile transmission of the executed closing documents identified in Section 1.04(b) and Article II, by payment of the Purchase Price in the manner set forth in Section 1.04(b). , and by sending original copies of the closing documents by reputable overnight delivery service, postage or delivery charges prepaid, for delivery to the parties at the addresses set forth in Section 13.05 on the first business day following the Closing Date. (b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in parties hereto shall consummate the aggregate to purchasers acceptable to following transactions (the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”"Closing Transactions") at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on Date: (i) Buyer shall deliver to each Optionholder the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth hereinamount of its Closing Optionholder Consideration, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right by wire transfer of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock immediately available funds to one or more Subsequent Purchasers during accounts designated by the Subsequent Sale Period Shareholder Representative to Buyer prior to the Closing; (ii) the Shareholder Representative (on behalf of the Optionholders) shall be a Closing deliver to the Company the instruments (if any) evidencing all of the Options duly endorsed for purposes of this Agreement. Each Investor hereby agrees to waive transfer or accompanied by appropriate transfer documents and executed releases from each Optionholder releasing the Company and its Subsidiaries from any rights of first refusal it claims which such Optionholder may have in connection against the Company and its Subsidiaries (other than claims related to such Optionholder's employment with the sale Company); (iii) Buyer shall deliver to each Shareholder (other than DCI) and HIG Cayman the amount of its Closing Shareholder Consideration and HIG Consideration, respectively, by wire transfer of immediately available funds to one or more accounts designated by the Shareholder Representative to Buyer prior to the Closing; (iv) the Shareholder Representative (on behalf of the Shareholders (other than DCI) and HIG Cayman) shall deliver to Buyer stock certificates representing the Shares and the DCI Shares duly endorsed for transfer or accompanied by duly executed stock powers and executed releases from each Shareholder and HIG Cayman releasing the Company and its Subsidiaries from any claims which such Shareholder may have against the Company and its Subsidiaries (other than claims related to Subsequent Purchasers during such Shareholder's employment with the Subsequent Sale Period. At each Company); (v) Buyer shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Indebtedness by wire transfer of immediately available funds as directed by the holders of the Indebtedness set forth on the Indebtedness Schedule at or prior to the Closing, subject and the Shareholder Representative (on behalf of the Shareholders, HIG Cayman and the Optionholders) shall deliver to Buyer all appropriate payoff letters and releases and shall make arrangements reasonably satisfactory to Buyer for such holders to deliver lien releases and canceled notes at the Closing; (vi) Buyer shall pay, or cause to be paid, on behalf of the Company, all amounts necessary to discharge fully all of the Company's then outstanding obligations under those certain Stock Appreciation Rights Agreements, dated April 15, 1997, by and between the Company and each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III and ▇▇▇▇▇ ▇▇▇▇▇▇ (the "SAR Payments") by wire transfer of immediately available funds as directed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III and ▇▇▇▇▇ ▇▇▇▇▇▇ at or prior to the terms Closing, and conditions hereofthe Shareholder Representative (on behalf of the Shareholders, HIG Cayman and the Optionholders) shall deliver to Buyer all appropriate termination letters and releases at the Closing; (vii) Buyer shall deliver the Warrants to the Shareholders (other than DCI), HIG Cayman and the Optionholders; and (viii) Buyer, the Company will deliver to each Investor a certificate representing and the number of Purchased Shares that such Investor is purchasing as shown Shareholder Representative (on Exhibit A against delivery to the Company by such Investor behalf of the full Price Per Share for Shareholders, HIG Cayman and the Optionholders) shall make such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company other deliveries in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingaccordance with Article II hereof.

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”i) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may shall issue and sell up to the Purchasers and the Purchasers shall, severally and not jointly, purchase an additional 14,534,884 aggregate of 1,000 shares of Series B Preferred Stock (the "SHARES") for an aggregate purchase price of $10,000,000; each Purchaser agreeing to purchase the amount of Shares for the purchase price so indicated on the signature page attached hereto. The closing of the purchase and sale of the Shares (the "CLOSING") shall take place at the offices of R▇▇▇▇▇▇▇ S▇▇▇▇▇▇▇▇ P▇▇▇▇▇ A▇▇▇▇▇▇▇ & B▇▇▇▇▇ LLP ("R▇▇▇▇▇▇▇ S▇▇▇▇▇▇▇▇"), 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall mutually agree but in any event, no later than February 29, 2000. The date of the Closing is hereinafter referred to as the "CLOSING DATE." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) stock certificates, registered in the aggregate to purchasers acceptable name of such Purchaser, representing a number of Shares equal to the Company, Altira, NGEN and Robeco (each a “Subsequent quotient obtained by dividing the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement by 10,000, (and Exhibit A hereto shall be amended to include such Subsequent Purchaser2) a Common Stock purchase warrant, in the form of EXHIBIT D (collectively, the "WARRANTS"), registered in the Investor name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire a number of shares of Common Stock equal to 15% of such Purchaser's purchase price for the Shares being acquired by it, divided by the Exercise Price (as defined in the Warrants), (3) the legal opinion of Mesirov G▇▇▇▇▇ J▇▇▇▇ C▇▇▇▇▇ & J▇▇▇▇▇▇▇ LLP, outside counsel to the Company in the form of EXHIBIT C, and (4) an executed Registration Rights Agreement, dated the Right of First Refusal and Co-Sale Agreement date hereof, among the Company and the Voting Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT") and the Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingan executed Registration Rights Agreement.

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”i) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may shall issue and sell up to an additional 14,534,884 the Purchasers and the Purchasers shall, severally and not jointly, purchase _______ shares of Series B Preferred Stock (the "SHARES") for an aggregate purchase price of __________. The closing of the purchase and sale of the Shares (the "CLOSING") shall take place at ______________________________________________________________, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE." (ii) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) stock certificates, registered in the aggregate to purchasers acceptable name of such Purchaser, representing a number of Shares equal to the Company, Altira, NGEN and Robeco (each a “Subsequent quotient obtained by dividing the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchasercollectively, the "WARRANTS"), (3) the Investor legal opinion of Broad and Cassel, counsel to the Company in the form of EXHIBIT C, and (4) an e▇▇▇▇▇▇d Registration Rights Agreement, dated the Right of First Refusal and Co-Sale Agreement date hereof, among the Company and the Voting Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT") and the Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingan executed Registration Rights Agreement.

The Closing. The (a) Subject to the terms and conditions hereof, the closing (the "Closing") of the purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) Perpetual Preferred Shares will take place at the offices of Conyers Dill & Pearman, Clarendon House, Church Street, Hamilton, Berm▇▇▇, ▇▇ ▇▇ ▇uch ▇▇▇▇▇ place as the Company and Purchasers shall mutually agree, at 10:00 A.M., Bermuda time, on the fifth Business Day following the execution of this Agreement (the date and time of the Closing are herein referred to as the "Closing Date"). (b) Subject to the terms and conditions hereof, on the Closing Date (i) the Company will deliver to the Purchasers the Perpetual Preferred Shares by delivering to each Purchaser a certificate, registered in the name of such Purchaser (or its designee, if any such designee is specified on Exhibit A) and reflecting the number of Perpetual Preferred Shares purchased by such Purchaser and (ii) each Purchaser will deliver to the Company, by wire transfer to an account designated by the Company, an amount equal to the Purchase Price for such Perpetual Preferred Shares in federal or other immediately available funds. At the Closing, there shall be delivered to the placement agents' counsel in New York, Simpson Thacher & Bartlett LLP, the certificates and other agreements, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ins▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPto be delivered under Article VII hereof. (c) The holders of the Perpetual Preferred Shares will be entitled to the benefits of a registration rights agreement, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇to be dated October 5, ▇▇▇ ▇▇▇▇▇2005 (the "Registration Rights Agreement"), ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as among the Company and the Investors mutually agree upon Purchasers, substantially in one or more closings (the “Closing Date”)form of Exhibit C hereto. Subject Pursuant to the terms and conditions set forth Registration Rights Agreement, as promptly as practicable following the special Shareholders' meeting but in this Agreementno event later than April 1, 2006, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection register with the sale of Shares to Subsequent Purchasers during SEC the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor resale of the full Price Per Share for such shares of Series B Stock at such ClosingPerpetual Preferred Shares, paid by (a) wire transfer of funds to an account designated by if the Company in writingExchange Conditions Precedent are not satisfied, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (cas applicable) a combination of the foregoingCommon Shares if the Exchange Conditions Precedent are satisfied.

The Closing. (a) The closing of the purchase and sale of the Series B Stock Shares and Note Conversion the other transactions contemplated hereby (a the “Closing”, and the first of such Closings, the “First Closing”) will shall take place at thirty (30) calendar days after the offices date of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPthis Agreement, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place prior date as may be agreed by all the Company and the Investors mutually agree upon in one or more closings Parties (the “Closing Date”). Subject . (b) At the Closing: (i) the Seller shall deliver, or cause to be delivered, to the terms Purchaser: (A) the original stock certificates representing the Shares; (B) a duly executed share transfer form from the Seller in respect of the Shares in favor of the Purchaser or its nominee (as the Purchaser may direct) in accordance with the articles of association of the Issuer; (C) written resolutions duly passed by the board of directors of the Issuer which approve the transfer of the Shares and conditions set forth vote in favor of (1) the updating of the register of members of the Issuer to reflect the Purchaser or its nominee as the sole holder of the Shares and (2) the issue of a new share certificate in the name of the Purchaser or its nominee in respect of the Shares; (D) a certified copy of the updated register of members of the Issuer reflecting the Purchaser or its nominee as the sole holder of the Shares; (E) a new share certificate in the name of the Purchaser or its nominee in respect of the Shares; (F) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and (ii) the Purchaser shall deliver, the Company may sell up or cause to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable be delivered, to the Company, Altira, NGEN and Robeco Seller (each A) a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to into an account designated by the Company Seller in writing, (b) surrender the amount of the Bridge Notes Purchase Price (minus any amount that the Purchaser has paid the Seller prior to the Company for cancellation Closing Date pursuant to the second sentence of Section 1.3 or 1.1, i.e., a total of US$90,000,000); and (B) all such other documents and instruments, if any, that are mutually determined by such Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement. (c) a combination of Unless otherwise agreed by the foregoingSeller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Closing have been made.

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a the “Closing”, and the first of such Closings, the “First Closing”) will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time 10:00 A.M. on April 17, 2009 the third Business Day to occur following full satisfaction or due waiver of all of the closing conditions set forth in Article II hereof (other than those required to be satisfied at the Closing) or on such other date or at such other time and place location as is mutually agreeable to the Company Buyer and the Investors mutually agree upon in one or more closings (Seller. The date and time of the Closing are herein referred to as the “Closing Date”). .” 10386168.17 (b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in parties hereto shall consummate the aggregate to purchasers acceptable following “Closing Transactions” at the Closing: (i) the Seller shall deliver to the Company, Altira, NGEN Buyer certificates for the Shares duly endorsed for transfer and Robeco accompanying stock powers or other instruments of transfer reasonably requested by the Buyer; (each a “Subsequent Purchaser”ii) the Buyer shall deliver to the Seller the amount of the Purchase Price by wire transfer of immediately available funds to the accounts designated by the Seller prior to the Closing Date; (iii) the Buyer (on behalf of the Company and the Seller) shall pay the Closing Costs by wire transfer of immediately available funds to the account(s) designated by the Company prior to the Closing Date; (iv) the Buyer shall (a) repay at the Price Per ShareClosing (on behalf of the Company or its Subsidiaries) all amounts necessary to discharge fully the then outstanding balance of the indebtedness for borrowed money (including all principal, accrued interest, premiums and related fees and expenses) listed on the attached Designated Indebtedness Schedule and designated thereon with the term “Credit Agreement Indebtedness”, by wire transfer of immediately available funds to the accounts designated by the Company prior to the Closing Date; provided, however, that any the Buyer may elect not to repay the Credit Agreement Indebtedness pursuant to this Section 1.02(b)(iv) if and only to the extent the Requisite Lenders and Supermajority Revolving Lenders (as such sale may only occur during that certain period beginning terms are defined in the Credit Agreement) consent on or prior to the Closing Date and ending on to the 60th day thereafter (continuation of the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Credit Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor consummation of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds transactions contemplated hereunder and the Seller is provided evidence thereof reasonably satisfactory to an account designated by the Company in writingit, (b) surrender of permit to remain outstanding or repay, subject to Section 7.06 hereof, at the Bridge Buyer’s sole option, the 11.25% Senior Notes Due 2014 issued by RathGibson pursuant to the Company for cancellation pursuant to Section 1.3 or Indenture (the “Senior Notes”), (c) a combination pay when due on or after the Closing Date the amount due by the Company under Section 1.03 or 1.04 of the foregoingSPA to the extent not paid prior to the Closing (the “Earn Out Amount”) and (d) pay when due after the Closing Date, the Tax Credit Amount. The “Designated Indebtedness” shall include and shall be calculated to be the sum of (w) the Credit Agreement Indebtedness, determined as of the Adjustment Date, (x) the principal and accrued interest on the Senior Notes as of the Adjustment Date but excluding, for the avoidance of doubt, any premium, penalty, fee or expense related to the Senior Notes, whether related to the transactions contemplated hereby or otherwise (the “Senior Notes Indebtedness”), (y) the Estimated Earn Out Amount or the Final Earn Out Amount, if known prior to the Closing, and (z) the Tax Credit Amount. At Closing, to the extent the Credit Agreement Indebtedness does not remain outstanding as of the Closing, the Company shall deliver to the Buyer all appropriate payoff letters, which shall include customary provisions regarding the releases of all Liens related to the Credit Agreement Indebtedness, and shall make arrangements reasonably satisfactory to the Buyer for the holders of the Credit Agreement Indebtedness to deliver customary payoff letters and Lien releases at the Closing; (v) the Company and the Seller shall each execute the Assignment & Assumption Agreement in the form set forth in Exhibit A attached hereto; and (vi) the Buyer, the Company and the Seller shall make such other deliveries as are required by and in accordance with Article II hereof.

The Closing. The purchase (a) Subject to the terms and sale conditions hereof, the closing of the Series B Stock and Note Conversion Recapitalization (a “the "Closing”, and the first of such Closings, the “First Closing”") will take place at the offices of ▇▇▇▇Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York at 2:00 P.M., New ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇C▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ as shall be specified by the Company and mutually agreed to by the Investors mutually agree upon in one or more closings (with at least 48 hours notice). Such time and date are herein referred to as the “"Closing Date”). ". (b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, on the Closing Date (i) the Company will deliver to each the Investor (x) a certificate representing registered in the Investor's name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing the number of Purchased shares of Common Stock set forth opposite the Investor's name on Schedule 1 hereto, (y) a certificate registered in the Investor's name (or the name of its nominee, if any, as specified on Schedule 1 hereto) evidencing the number of Shares that such set forth opposite the Investor's name on Schedule 1 hereto and (z) a wire transfer in an amount equal to the amount set forth opposite the Investor's name on Schedule 1 hereto and (ii) the Investor is purchasing as shown on Exhibit A against delivery will deliver to the Company by such Investor (x) certificates evidencing the number of the full Price Per Share for such whole shares of Series B A Preferred Stock at such Closingset forth opposite the Investor's name on Schedule 1 hereto and (y) certificates evidencing the number of Warrants set forth opposite the Investor's name on Schedule 1 hereto. At least seven (7) calendar days prior to the Closing Date, paid by (a) the Investor shall provide the Company with current wire transfer instructions for payment of funds the cash portion of the consideration to an account designated by be paid in the Recapitalization and any future cash dividends paid in respect of the Series B Preferred Stock. As long as the Investor continues to hold Shares, the Investor shall provide the Company promptly with any updated wire transfer instructions for payment of dividends in writing, (b) surrender respect of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingsuch Shares.

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”i) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may shall issue and sell up to the Purchasers and the Purchasers shall purchase an additional 14,534,884 aggregate of 968,524 shares of Series B Common Stock in (the "Shares") for an aggregate to purchasers acceptable to purchase price of $8,000,000. The closing of the Company, Altira, NGEN purchase and Robeco sale of the Shares (each a “Subsequent Purchaser”the "Closing") shall take place at the Price Per Share; providedoffices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), however1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, that any ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or such sale may only occur during that certain period beginning on later date as the parties shall agree. The date of the Closing Date and ending on is hereinafter referred to as the 60th day thereafter "Closing Date." (ii) At the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser)Closing, the Investor Rights Agreement, parties shall deliver or shall cause to be delivered the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, following: (A) the Company will shall deliver to each Investor Purchaser: (1) a stock certificate representing the number of Purchased Shares that indicated below such Investor is purchasing Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as shown set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms set forth therein, at an exercise price per share (subject to adjustment as provided therein) of $10.13 (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇tside counsel to the Company, substantially in the form of Exhibit A against delivery C, and (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights 3 Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated for such purpose prior to the Closing Date in writing by the Company in writingCompany, and (b2) surrender of the Bridge Notes all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by such Purchaser pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement, including an executed Registration Rights Agreement.

The Closing. The purchase and sale Consummation of the Series B Stock and Note Conversion transactions contemplated by this Article I (a “the "Closing”, and the first of such Closings, the “First Closing”") will take place shall occur at the offices of Arnold & Porter, 399 Park Avenue, New York, New York 10022 (or such ▇▇▇▇▇ loc▇▇▇▇▇ as ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, commencing at 12:00 p.m. Pacific Time local time on April 1725, 2009 2002, or at such other time and place on such other date as the Company Buyer and the Investors Seller may mutually agree upon in one or more closings determine (the “"Closing Date”"). Subject to At the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by : (a) Buyer shall (i) escrow $250,000 of the Closing Purchase Price pursuant to the Escrow and Security Agreement, which shall constitute the Indemnity Escrowed Amount (as defined in the Escrow and Security Agreement) and (ii) deliver the remainder of the Closing Purchase Price to Seller by wire transfer of in immediately available funds to an account designated by the Company Seller in writing, writing to Buyer at least two Business Days prior to Closing; (b) surrender of Seller shall deliver to Buyer an opinion, substantially in the Bridge Notes form attached hereto as Exhibit B, from Cooley Godward LLP counsel to the Company for cancellation pursuant Seller, addressed to Section 1.3 or Buyer and dated a▇ ▇▇ ▇he Closing Date; (c) Seller shall execute and deliver the Bill of Sale; (d) Each of Acirca, Buyer and Seller shall e▇▇▇▇te and deliver the Assignment and Assumption Agreement, the Transition Services Agreement, the Escrow and Security Agreement, the Noncompetition Agreement and all other Related Agreements to which they are a combination party; (e) Each of Acirca, Buyer and the Continuing Employees shall execute and deliver the Employment Agreements to which they are a party; (f) Seller and the Continuing Employees shall execute and deliver the Termination Agreements, to which they are a party; and (g) Seller shall deliver such other documents reasonably satisfactory to Acirca as Acirca may reasonably request for the purpose of (i) evidencing the accuracy of any representation or warranty made by Seller, (ii) evidencing the compliance by Seller with, or the performance by Seller of, any covenant or obligation set forth in this Agreement or any Related Agreement, (iii) evidencing the satisfaction of the foregoingconditions set forth in Section 1.6, or (iv) otherwise facilitating the consummation or performance of any of the transactions contemplated hereby.

The Closing. Section 7.1 The purchase and sale Closing Date ---------------- Subject to the terms of this Agreement, consummation of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place on the last day of the month in which the HSR Termination Date occurs unless such date is fewer than 3 business days prior to the end of the month in which event the Closing shall occur on the last day of the month following the month in which the HSR Termination Date occurs (or if the conditions to Closing shall not be satisfied on such date, as promptly as practicable following the satisfaction or waiver thereof) (the "Closing Date") or at such other time as the parties hereto shall mutually agree. The Closing shall be consummated at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors parties hereto shall mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) agree. Section 7.2 Deliveries at the Price Per Share; providedClosing ------------------------- Section 7.2.1 Buyer's Execution and Delivery of Documents and ----------------------------------------------- Payment. Buyer shall deliver or execute and deliver, howeveras the case may be, that any such sale to ------- Cyprus Amax or Energy, as the case may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth hereinbe, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor all of the full Price Per Share for such shares of Series B Stock at such Closing, paid by following: (a) wire transfer a certificate of funds valid existence and good standing of Buyer issued not earlier than five (5) days prior to an account designated by the Company in writing, Closing; (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or Buyer's Bring Down Certificate; (c) a combination certificate certifying to Cyprus Amax the incumbency of Buyer's officers and bearing the authentic signatures of all such officers who have executed this Agreement or any other agreement executed and delivered in connection herewith; (d) payment to Energy of the foregoingamounts provided in Article II to be paid as of the Closing, by wire transfer of immediately available funds to a bank account designated by Energy, including as a result of dividends under the Buyer Debt Facility; (e) a receipt, duly executed by Buyer, acknowledging receipt of the certificates representing the Company Shares and establishing the time of the Closing; (f) the Buyer Surety Bond and the replacement letter of credit or surety bonds contemplated by Section 4.3.6; (g) the Tax Sharing and Indemnification Agreement, duly executed by the parties thereto; (h) the Assignment Agreement, duly executed by the parties thereto; and (i) the Transitional Services Agreement, duly executed by the parties thereto.

The Closing. (a) The purchase and sale consummation of the Series B Stock transactions contemplated herein (the "Closing") shall be held on a date and Note Conversion time selected by Purchaser and reasonably acceptable to Seller, which date shall be no later than the later date of (a “Closing”i) the date sixty (60) days after the termination of the Feasibility Period and (ii) the date of Subdivision as described in ss. 10(d), and (iii) the first date of such ClosingsZoning Approval as described in ss. 10(e); provided that the date for Closing may be extended in accordance with the terms and provisions of ss.ss. 2(e), the “First Closing”) will take place 4(c), or 9 he▇▇▇▇. The Closing shall be held at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Title Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and or other mutually agreed upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, location. (b) surrender At the Closing, Seller shall deliver to Purchaser a special warranty deed (the "Deed") conveying the Property to Purchaser subject only to the Permitted Exceptions. Purchaser shall be entitled to receive from the Title Company, prior to delivery of the Bridge Notes Deed, the Title Company's unconditional commitment to issue an ALTA Form B Owner's Policy of Title Insurance, in the amount of the Purchase Price, and the Title Company's assurance that its recordation of the Deed, after performing a bring-to-date examination of the land records, will constitute its agreement to issue such policy within thirty (30) days after the Closing. Seller shall also execute such affidavits and other instruments as reasonably required by Purchaser's counsel or the Title Company, at any time within the six (6) months after Closing hereunder, and for the better conveying, transferring, assuring, and confirming the conveyance of title to the Company for cancellation pursuant Property to Section 1.3 or the Purchaser in accordance with ss. 4 hereof. (c) a combination Seller shall pay for the cost of preparing the Deed, the costs of the foregoingSurvey, the costs of Purchaser's owner's title insurance policy, the applicable grantor's and recordation taxes or charges for the Deed, and one-half (1/2) of the fees of the settlement agent. Each party shall pay the legal fees of its own counsel. Purchaser shall pay all other transfer taxes and recordation fees, all other costs incurred for title examination and title insurance, one-half (1/2) of the fees of the of the settlement agent, and any and all other closing costs imposed at the Closing. (d) Rents, real estate taxes, utility charges, and annual assessments arising from the Property, if any, shall be prorated between the parties as of the date of the Closing. (e) Possession of the Property shall be delivered to Purchaser immediately following the recordation of the Deed, and such possession shall be delivered free and clear of any leases, tenancies, or occupants (except tenants under valid leases constituting Permitted Encumbrances). In the event Seller shall fail to deliver such possession, Seller shall become and thereafter be a tenant at sufferance of Purchaser and Seller hereby waives all notices to quit provided by the laws of the State of Indiana.

The Closing. The Company agrees to issue and sell to each Purchaser, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, each Purchaser agrees to purchase, the principal amount of the Notes and Warrants for the purchase of the number of shares of Common Stock set forth opposite the name of such Purchaser under the headings "Principal Amount of Notes" and "Warrant Shares", respectively, on Schedule I, at the aggregate purchase price set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price" on Schedule I. Such purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will shall take place at a closing (the "Closing") to be held at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇, Exchange Place, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on January 30, 1989 at 12:00 p.m. Pacific Time on April 1710:00 a.m., 2009 or at such other location date and time as may be agreed upon by the Purchasers and place as the Company (such date and time being called the Investors mutually agree upon in one or more closings (the “"Closing Date”"). Subject At the Closing the Company shall issue and deliver to each Purchaser Notes, payable to the terms and conditions order of such Purchase, in the principal amount set forth opposite the name of such Purchaser under the heading "Principal Amount of Notes" on Schedule I and Warrants, registered in the name of such Purchaser, to purchase (subject to adjustment as provided therein) the number of shares of the Company's Common Stock set forth opposite the name of such Purchaser under the heading "Warrant Shares" on Schedule I. As payment in full for the Notes and Warrants being purchased by it under this Agreement, and against delivery of the Notes and Warrants as aforesaid, on the Closing Date each Purchaser shall deliver to the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable a check payable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at in the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those amount set forth hereinopposite the name of such Purchaser under the heading "Aggregate Purchase Price" on Schedule I, and each Subsequent Purchaser or shall become a party to this Agreement (and Exhibit A hereto shall be amended to include transfer such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject sum to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number account of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingtransfer.

The Closing. The purchase and sale closing of the Series B Stock and Note Conversion tender of the FRE Shares (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place on November 22, 2000, at the offices of 8:00 a.m., E.S.T. time, at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, or at such other place or time as the parties to this Agreement shall mutually agree upon in writing. The date of the Closing is referred to in this Agreement as the "Closing Date". Deliveries by the Company at the Closing. ------------------------------------------ At the Closing, the Company shall deliver to the Sellers: certificates evidencing Initial Shares, registered in the name of the Sellers; each Seller, other than the Majority Shareholders, shall receive his or her full pro rata allocation of the Sitestar Shares; each Majority Shareholders shall receive his full pro rata allocation of the Sitestar Shares less 4,145,995 shares (which constitute Contingent Shares); such documents and instruments as FRE may reasonably request to evidence the satisfaction of all conditions precedent set forth in Section 8 of this Agreement. Deliveries by the Sellers at the Closing. ------------------------------------------- At the Closing, the Sellers shall deliver to the Company: the certificates evidencing the FRE Shares, duly endorsed for transfer in blank or accompanied by a stock power duly endorsed in blank; the Employment and Non-compete Agreement duly executed by ▇▇▇▇▇ and ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at ; such other time documents and place instruments as the Company and may reasonably request to evidence the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and satisfaction of all conditions precedent set forth in Section 7 of this Agreement; and Requisite asset schedule, customer lists, financial statements and tax returns. Deliveries by the Company may sell up to an additional 14,534,884 shares of Series B Stock in after the aggregate to purchasers acceptable Closing. ---------------------------------------------- The Company shall deliver the Contingent Shares to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at Majority Shareholders on the Price Per Sharethird anniversary of the Closing; provided, however, that if as of the second anniversary there remain any unresolved Claims (because of a dispute between the Company and the Majority Shareholders, or because the amount of the Claim has not been determined, such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth hereina Third Party Claim which has not been resolved, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaseror otherwise), then the Investor Rights AgreementCompany may elect not to issue such number of Contingent Shares as may equal the maximum amount of such disputed or unresolved Claims (as determined in good faith by the Company) divided by the Market Price; provided, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligationsfurther, and be treated ashowever, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing that at such time as such Claim is resolved, if it is resolved for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereofless that such maximum amount, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery shall promptly issue to the Company by Sellers such Investor additional Contingent Shares as shall equal such maximum amount less the actual amount of the full Price Per Share for such shares of Series B Stock at such ClosingClaim, paid by (a) wire transfer of funds to an account designated divided by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingMarket Price.

The Closing. (a) The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will Closing shall take place at 10:00 a.m., local time, on the fifteenth (15th) day following completion or waiver of all conditions to Closing specified herein, at the offices of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and or place as the Company and the Investors mutually agree shall be agreed upon in one or more closings writing by the parties hereto. (b) At the “Closing Date”). Subject Closing, subject to and upon the terms and conditions set forth in of this Agreement, Buyers, M. A. Hann▇ ▇▇▇ Sellers shall effect the Company may sell up transfer of Sellers' Assets, the assumption of the Assumed Liabilities, and the consummation of the other transactions contemplated herein, by executing and delivering the Transaction Documents. Notwithstanding the foregoing, any Contracts or other Assets required to an additional 14,534,884 shares of Series B Stock be retained by M.A. Hann▇ ▇▇ Sellers in order to perform any obligations under the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale Transition Agreement shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth hereinretained until they are no longer needed for that purpose, and each Subsequent Purchaser shall become a party then transferred to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligationsBuyers. In consideration thereof, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms adjustment as provided in Sections 4.02 and conditions hereof4.03, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) GE shall pay or cause to be paid to Sellers an aggregate of One Hundred Seven Million U.S. Dollars ($107,000,000) in cash (the "Purchase Price"), which shall be paid to M.A. Hann▇ ▇▇▇ Sellers at Closing in immediately available funds by wire transfer of funds in such amounts, and to an account designated such accounts, as Sellers shall specify to GE in writing no less than three (3) Business Days prior to the Closing, provided that the allocation specified by Sellers shall not conflict with the Company in writing, (b) surrender allocation of the Bridge Notes to the Company for cancellation pursuant to Tax Purchase Price specified in Section 1.3 or 4.04 hereof. (c) a combination Simultaneously with the Closing, Sellers shall deliver to Buyers physical possession of all tangible Sellers' Assets, including the original share certificates representing the Transferred Stock. At that time, M. A. Hann▇ ▇▇▇ Sellers shall also deliver to Buyers legal and beneficial title to all of the foregoingother Nominee Shares not included in the Transferred Stocks, and physical possession of the original share certificates representing such shares. The Transaction Documents effecting the sale and transfer of Sellers' Assets to Buyers shall provide for (i) the issued shares of CP Limited to be sold and transferred to ABS Holding, (ii) the Assets described in the Canadian Acquisition Agreement to be sold and transferred to, and the Assumed Liabilities described therein to be assumed by, General Electric Canada Inc., and (iii) all of the remaining Sellers' Assets, including the issued shares of Cadillac Pacific, to be sold and transferred to, and all of the remaining Assumed Liabilities to be assumed by, GE, with such changes, if any, as the parties may agree in writing prior to the Closing.

The Closing. (i) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a the “Closing”, and the first of such Closings, the “First Closing”) will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ at 12:00 p.m. Pacific Time 10:00 a.m. on April the later of (A) the second (2nd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Section 7 hereof (other than those to be satisfied at the Closing) and (B) September 17, 2009 2010, or at such other time and place location or on such other date as is mutually agreeable to the Company Buyer and the Investors mutually agree upon in one or more closings (Sellers. The date and time of the Closing are herein referred to as the “Closing Date”). .” Table of Contents (ii) Subject to the terms and conditions set forth in this Agreement or in any Specified Agreement, the Company may sell up Parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date: (A) the Buyer shall deliver to an additional 14,534,884 shares each Seller holding Shares such holder’s portion of Series B Stock in the aggregate Closing Payment, by wire transfer of immediately available funds to purchasers acceptable one or more accounts designated by such Sellers to the Buyer (such account details being delivered at least two (2) Business Days prior to the Closing Date); (B) the Buyer shall deliver to the Company, Altiraas agent for each Other Shareholder, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on aggregate amount of the Closing Date and ending on Payments for the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth hereinOther Shareholders, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right by wire transfer of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock immediately available funds to one or more Subsequent Purchasers during accounts designated by the Subsequent Sale Period Company to the Buyer (such account details being delivered at least two (2) Business Days prior to the Closing Date); (C) the Company shall pay to each Other Shareholder (1) the Closing Payment multiplied by such Other Shareholder’s Allocation Percentage, minus (2) any applicable withholding and such Other Shareholder’s portion of the Aggregate Option Exercise Amount; provided that it is acknowledged and agreed that the Company shall make such payments through its regular payroll provider and, in the event the amount in (2) is greater than the amount in (1), such Other Shareholder shall receive no payment; (D) each Option Exercise Loan shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have automatically deemed paid in connection full and terminated with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closingno further obligations outstanding, subject to the terms and conditions hereof, upon receipt by the Company will deliver to each Investor a certificate representing of the number of Purchased Shares Aggregate Option Exercise Amount (which it is acknowledged that such Investor is purchasing as shown on Exhibit A against delivery to the Company is deemed to have received pursuant to Sections 2(b)(ii)(B) and 2(b)(ii)(C)); (E) the Buyer shall deliver the Escrow Amount by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to an the Escrow Account; (F) the Buyer shall deliver the Sellers’ Representative Fund by wire transfer of immediately available funds to the account designated by the Company in writingSellers’ Representative to the Buyer (such account details being delivered at least two (2) Business Days prior to the Closing Date); (G) the Buyer shall pay, (b) surrender or cause to be paid, on behalf of the Bridge Notes Company all Company Transaction Expenses by wire transfer of immediately available funds as directed by the Company (such direction being delivered at least two (2) Business Days prior to the Company for cancellation pursuant to Section 1.3 or Closing Date); (cH) a combination of the foregoing.Sellers and Other Shareholders shall comply with the obligations set forth on the closing schedule accompanying this Agreement (the “Closing Schedule”); and

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may Seller shall issue and sell up to the Purchaser and the Purchaser shall purchase from the Seller the Common Stock for an additional 14,534,884 shares aggregate installment payment purchase price of Series B $ 1,000,000. The closing of the purchase and sale of the Common Stock (the "Closing") shall take place at the offices of Anslow & Jaclin, LLP, Attorney▇ ▇▇ ▇aw ("▇▇▇▇ow & Jaclin"), immediately ▇▇▇▇▇wing the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (i) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Seller shall deliver to Anslow & Jaclin: (1) Common St▇▇▇ ▇▇ th▇ ▇▇▇▇egate principal equal to 100% of the Purchased Stock (as defined hereafter) plus the Security Deposit Stock, as defined hereafter. (2) a Power of Attorney, in the aggregate form of Exhibit A, (3) an executed Registration Rights Agreement, dated the date hereof, among the Seller and the Purchaser, in the form of Exhibit B (the "Registration Rights Agreement"), and (4) Transfer Agent Instructions, in the form of Exhibit C, delivered to purchasers acceptable and acknowledged by the transfer agent for the Common Stock (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to Anslow & Jaclin: (1) 100% of t▇▇ ▇▇▇tallment of the Company, Altira, NGEN and Robeco (each a “Subsequent purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement in United States dollars in immediately available funds by wire transfer or check to Anslow & Jaclin, who shall act ▇▇ ▇▇cro▇ ▇▇▇▇t in this transaction in addition to acting as legal counsel to Purchaser. (ii) Anslow & Jaclin shall act as e▇▇▇▇▇ agent and Exhibit A hereto upon its receipt of the Common Stock and installment purchase price and its confirmation of the validity of receipt of the same, Anslow & Jaclin shall release ▇▇▇ ▇▇sta▇▇▇▇▇▇ purchase price to the Seller and the Common Stock that has been prorata purchased to the Purchaser. Any Common Stock which has not been fully paid for by the Purchaser based on the fact that the total purchase price is being paid in installments, shall be amended held in escrow by Anslow & Jaclin and shall only ▇▇ ▇▇leased as is discussed hereafter. (iii) The purchase price for the Common Stock is $0.07 per share for the Common Stock. The Purchaser shall be obligated to include such Subsequent Purchaserpurchase $ 1,000,000 worth of Common Stock, which shall be paid for in twenty equal installments of fifty thousand dollars each (the "Installment"). The exact number of shares of Common Stock purchased shall be calculated on the $0.07 per share basis. In addition to the Purchased Stock, the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and Seller shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing Anslow & Jaclin Common Stock i▇ ▇▇▇ amo▇▇▇ ▇▇ 200% of the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor shares of the full Price Per Share for such shares of Series B Purchased Stock at such Closing, paid to be held in escrow by (a) wire transfer of funds to an account designated by the Company in writingAnslow & Jaclin, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing"Securit▇ ▇▇▇▇sit Stock").

The Closing. (a) The purchase and sale of the Series B Stock and Note Conversion Securities hereunder shall take place at one or more closings (each a “Closing”, and the first of such Closings, ). The initial closing (the “First Initial Closing”) will ), shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇, LLP, ▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17concurrent with the closing of the Q-RNA Merger (as defined below), 2009 or at such other time and place as the Company and a majority in interest of the Investors participating in the Initial Closing (the “Initial Investors”) mutually agree upon orally or in one or more closings writing (the “Closing Date”). Subject to the terms . (b) Any Securities not issued and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) sold at the Price Per Share; provided, however, that any such sale Initial Closing may only occur during that certain period beginning on the Closing Date be issued and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closingsold, subject to the terms and conditions hereofof this Agreement, at one or more subsequent Closings (each a “Subsequent Closing”), to one or more persons acceptable to the Company (the “Subsequent Investors”). Any such sale and issuance at a Subsequent Closing shall be on the same terms and conditions (including the Purchase Price that shall have been fixed at the Initial Closing). Upon execution and delivery of the relevant signature pages, the Subsequent Investors shall be become parties to, and bound by, this Agreement and the other Transaction Documents (as hereinafter defined), without the need for any amendment to any such Transaction Documents except to add such person’s or entity’s name to the appropriate exhibit or schedule to such agreements, and shall have the rights and obligations hereunder and thereunder, in each case as of the applicable Subsequent Closing. Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company. Immediately after each Subsequent Closing, Schedule A hereto will be amended to list the Investors purchasing Securities hereunder and the amount of Securities issued to such Investor at such Subsequent Closing. The Company will furnish to each Investor copies of the amended Schedule A referred to in the preceding sentence. (c) At each Closing, the Company will shall deliver to each Investor a certificate certificates representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company and Warrant being purchased by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender against payment of the Bridge Notes to the Company for applicable Purchase Price therefor by check, wire transfer, cancellation pursuant to Section 1.3 or (c) a conversion of indebtedness, or any combination of the foregoingthereof.

The Closing. The purchase and sale closing of the Series B sale and purchase of Holdings Units, the PIC Stock and Note Conversion Manager Common Stock (a “the "Closing”, and the first of such Closings, the “First Closing”") will take place at the offices of O'Melveny & ▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇ on September 30, 1996 at 12:00 p.m. Pacific Time on April 179:00 A.M., 2009 or at such other place and/or time and place as the Company parties shall mutually agree. At the Closing: (i) Holdings shall issue and sell to each Holdings Purchaser the Investors mutually agree upon Holdings Units to be purchased by such Holdings Purchaser in one or more closings (accordance with the “Closing Date”). Subject Holdings LLC Agreement and subject to the terms and conditions set forth in this Agreementherein, (a) such Holdings Purchaser (other than PPC and Manager) shall pay to Holdings the Company may sell up purchase price therefor by wire transfer of immediately available funds to a bank account designated by Holdings, (b) and PPC shall contribute to Holdings assets with an additional 14,534,884 agreed value of $24,750,000, and (c) Manager shall pay to Holdings $1,237,700 by wire transfer of immediately available funds to a bank account designated by Holdings and shall contribute to Holdings assets with an agreed value of $250,000, (ii) PIC will deliver to each PIC Purchaser a certificate (or certificates) evidencing the shares of Series B PIC Stock to be purchased by such PIC Purchaser, registered in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any name of such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any PIC Purchaser or such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions other name as those set forth herein, and each Subsequent such PIC Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser)designate, the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closingand, subject to the terms and conditions hereofset forth herein, such PIC Purchaser shall pay to PIC the Company purchase price therefor by wire transfer of immediately available funds to a bank account designated by PIC and (iii) Manager will deliver to each Investor Manager Purchaser a certificate representing (or certificates) evidencing the number shares of Purchased Shares that Manager Common Stock to be purchased by such Investor is purchasing Manager Purchaser, registered in the name of such Manager Purchaser or such other name as shown on Exhibit A against delivery such Manager Purchaser shall designate, and, subject to the Company terms and conditions set forth herein, such Manager Purchaser (other than PPC) shall pay to Manager the purchase price therefor by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to an a bank account designated by Manager and PPC shall contribute to Manager assets with an agreed value of $250,000. Section 3. Conditions of each Purchaser's Obligation at the Company in writing, (b) surrender Closing. The obligation of each Purchaser to purchase and pay for the Securities to be purchased by such Purchaser at the Closing is subject to the satisfaction as of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination Closing of the foregoing.following conditions:

The Closing. (a) The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will take place Closing shall be held at the offices of Francis D. Parisi, Esq., 202 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ence, RI, ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ business days after all of Buyer's Conditions to Closing as set forth in Section 5 hereof have been satisfied or such other date and time as may be agreed upon by the parties in writing (the "Closing Date"). (b) Between the date of this Agreement and the Closing Date, the parties agree that the business of the Company shall be conducted only in the ordinary course, except that the signatories on the Company's bank accounts shall be changed such that each check written by the Company over $1,000.00 shall require the signature of a representative of Buyer and a representative of the Selling Stockholders. The Selling Stockholders and the Company shall use their best efforts between the date of this Agreement and the Closing Date to preserve the Company's business organization, to keep available the services of the Company's present officers and employees, and to preserve the good will of the Company's suppliers, customers and others having business relations with it. The Selling Stockholders and the Company shall afford to Buyer and its authorized representatives full access during normal business hours to all properties, books, records, contracts and documents of the Company and a full opportunity to make such reasonable investigations as they shall desire to make of the Company, and the Selling Stockholders and the Company shall furnish or cause to be furnished to Buyer and its authorized representatives all such information with respect to the affairs and businesses of the Company as Buyer may reasonably request. (c) At the Closing, in addition to any other instruments or documents referred to herein: (i) The Selling Stockholders shall deliver to Buyer, free and clear of any lien, claim or encumbrance, certificates representing the Company Shares, duly endorsed in blank or with duly executed stock powers attached; and (ii) Each of the Selling Stockholders shall deliver to Buyer a Subscription Agreement in the form of Exhibit A attached hereto (the "Subscription Agreement"); and (iii) Buyer shall deliver a Warrant Agreement to each of the Selling Stockholders in the form of Exhibit B (the "Warrant Agreement"); and (iv) Buyer and each of Joel Stalder ("Stalder") and ▇▇▇▇▇ ▇▇▇▇▇tan▇▇ ("▇▇aintanc▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇") ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ int▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time ting and place as Non-Competition Agreement in the Company and the Investors mutually agree upon in one or more closings form of Exhibit C hereto (the “Closing Date”"Consulting Agreement"). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to ; and (v) The Selling Stockholders shall deliver an additional 14,534,884 shares Opinion of Series B Stock Counsel in the aggregate to purchasers acceptable to form of Exhibit D hereto; and (vi) Buyer shall deliver the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at cash portion of the Purchase Price Per Share; provided, however, that any such sale may only occur during that certain period beginning as directed herein payable on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth hereinDate, and each Subsequent Purchaser Buyer shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), pay the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing Promissory Notes as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingdirected herein.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase 300 shares of Preferred Stock (the "SHARES") for an aggregate purchase price of $3,000,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “Closing”, and the first of such Closings, the “First Closing”"CLOSING") will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ , immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this (collectively, the "WARRANTS"), (3) the legal opinion of ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, & ▇▇▇▇▇ ▇▇▇▇Professional Corporation, ▇▇ ▇▇▇▇▇counsel to the Company in the form of EXHIBIT C, and (4) all other documents, instruments and writings required to have been delivered at 12:00 p.m. Pacific Time on April 17or prior to the Closing Date by the Company pursuant to this Agreement, 2009 or at such other time and place as including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of EXHIBIT B (the “Closing Date”"REGISTRATION RIGHTS AGREEMENT") the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"). Subject to , and a letter agreement, dated the terms and conditions set forth in this Agreementdate hereof, among the Company may sell up to an additional 14,534,884 shares of Series B Stock and the Purchasers, in the aggregate to purchasers acceptable to form of EXHIBIT F (the Company, Altira, NGEN "LETTER AGREEMENT"); and Robeco (B) each a “Subsequent Purchaser shall deliver (1) the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender of the Bridge Notes all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by such Purchaser pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement, including, without limitation, an executed Registration Rights Agreement and Letter Agreement.

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a the “Closing”, and the first of such Closings, the “First Closing”) will shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Love LLP, located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ & (or in such other manner as the Parties may mutually determine), commencing at 10:00 a.m. local time within three Business Days following the satisfaction or waiver of all conditions to the obligations of the Parties in ARTICLE VII hereof to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may mutually determine (the “Closing Date”). (b) At the Closing, Seller shall deliver to Purchaser: (i) A certificate representing the Units owned by Seller and the certificates owned by the Company representing ownership by the Company in each Company Subsidiary; (ii) The Escrow Agreement, executed by the Seller and the Escrow Agent; (iii) Resolutions of Seller’s board of managers authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (iv) Copies of each payoff letter relating to the Indebtedness to be paid by Purchaser on behalf of Seller at the Closing and satisfactory evidence of the release of any Liens of record that relate to such repaid Indebtedness; (v) The Transition Services Agreement, executed by the Seller; and (vi) Written resignations, effective as of the Closing, from all managers and officers, of each of the Acquired Companies, other than individuals who are Continuing Employees (as defined in Section 6.9 below), from all of their respective positions as managers and/or officers of the acquired Companies. (c) At the Closing, the Company shall deliver to Purchaser: (i) The minute books of the Acquired Companies; (ii) Resolutions of Company’s board of managers authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and copies of Company’s articles of organization and operating agreement, as amended to date, certified by the Company’s secretary; (iii) an estoppel letter, non-disturbance and consent to change of control agreement, in the form attached hereto as Exhibit B, from each record fee simple owner and sub-landlord, as applicable, under those leases and subleases listed on Schedule 2.2(c); (iv) Written instructions to ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ & Love, as Escrow Firm, to release to Purchaser, and Purchaser shall have received (contemporaneously with its delivery of payment to ▇, ▇▇▇▇▇ ▇▇▇▇Minerals, ▇▇ LLC under Section 2.3(a)(iii)) the original Estoppel Agreement and Change of Control and Estoppel Agreement as executed by ▇▇▇▇▇▇ Minerals, at 12:00 p.m. Pacific Time on April 17LLC, 2009 or at such other time copies of which are attached hereto as Exhibit C, together with the form of escrow agreement with the Escrow Firm; (v) The Parties acknowledge they have obtained the Consent to Change and place Control and Estoppel Agreement of ▇▇▇▇▇ Fork LLC (Penn Virginia), a copy of which is attached hereto as Exhibit D, the Company original of which has been delivered to Purchaser and which will remain in full force and effect as of the Closing Date; and (vi) A written certification (“FIRPTA Certificate”) in the form attached hereto as Exhibit E, and in compliance with the Section 1445 of the Code, certifying that Seller is not an entity subject to withholding under the Act, and containing Seller’s United States tax identification number and domestic address. (d) At the Closing, the Purchaser shall deliver: (i) To the Seller, the Closing Cash Consideration in accordance with Section 2.3(a)(iii) below and any Estimated Adjustment Amount in accordance with Section 2.4(f); (ii) To the Escrow Agent, the Escrow Amount; (iii) To the Seller, the Escrow Agreement, executed by the Purchaser and the Investors mutually agree upon in one or more closings Escrow Agent; (iv) The outstanding balance of the “Closing Date”). Subject Indebtedness to the terms and conditions holders of the Indebtedness as set forth in this on Schedule 2.3(a)(ii); (v) A receipt for the Units; (vi) The Transition Services Agreement, executed by the Company may sell up to an additional 14,534,884 shares Purchaser; and (vii) Resolutions of Series B Stock in Purchaser’s board of directors authorizing the aggregate to purchasers acceptable to the Companyexecution, Altira, NGEN delivery and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to performance of this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingtransactions contemplated hereby.

The Closing. The purchase Subject to the terms and sale conditions of this Agreement, the Series B Stock and Note Conversion closing (a the “Closing”, ) of the sale and purchase of the first Units (equaling one hundred percent (100%) of such Closings, the “First Closing”total outstanding membership interest of the Company) will shall take place at the offices of Desmond & ▇▇▇▇▇, LLP, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time ▇ (or remotely via the exchange of documents and signatures) on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings date of this Agreement (the “Closing Date”). Subject At the Closing: (a) the Seller shall deliver to the terms Purchaser the Disclosure Schedule (as defined in Section 3); (b) the Company, the Seller and conditions set forth in this the Purchaser shall execute an amendment to the Operating Agreement, pursuant to which, the Purchaser shall be added as the sole “member” of the Company; (c) the Seller shall deliver to the Purchaser certificates, as of the most recent practicable dates, (i) as to the good standing of the Company may sell up issued by the Secretary of State of the State of Tennessee and (ii) as to an additional 14,534,884 shares the due qualification of Series B Stock the Company as a foreign limited liability company issued by the Secretary of State of each state in which the aggregate Company conducts operations which require the Company to purchasers be registered as a foreign limited liability company in such state; (d) the Seller shall deliver to the Purchaser the Articles of Organization of the Company, as in effect as of the Closing Date, certified by the Secretary of State of the State of Tennessee; (e) the Seller shall deliver to the Purchaser a Seller’s Certificate attesting as to (i) the Operating Agreement of the Company; and (ii) resolutions of the managing member of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (f) the Purchaser shall pay to the Seller, by wire transfer of immediately available funds, cancellation or conversion of indebtedness or other method acceptable to the CompanySeller, Altira, NGEN and Robeco three hundred thousand dollars (each a $300,000) (the “Subsequent PurchaserCash Purchase Price”) at for the Price Per ShareUnits; (g) the Purchaser shall deliver to the Seller (i) a certificate for four million (4,000,000) shares of Common Stock, $0.01 par value per share, of the Purchaser (“Purchaser Common Stock”) and (ii) a certificate for four million (4,000,000) shares of Common Stock, $0.001 par value per share (equaling forty percent (40%) of the outstanding Common Stock), of OneHealthPassRX, Inc., a Nevada Corporation and a wholly-owned subsidiary of the Purchaser (the “OHP Common Stock”) (collectively, the “Equity Purchase Price”, and together with the Cash Purchase Price, the “Purchase Price”); provided, however, that any such sale the Seller may only occur during designate that certain period beginning on some or all of the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shares of Purchaser Common Stock and/or OHP Common Stock shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party issued to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor immediate relative of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingSeller.

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”i) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may shall issue and sell up to the Purchasers and the Purchasers shall, severally and not jointly, purchase an additional 14,534,884 aggregate of 500 shares of Series B Preferred Stock (the "Shares") for an aggregate purchase price of $5,000,000. The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) stock certificates, registered in the aggregate to purchasers acceptable name of such Purchaser, representing a number of Shares equal to the Company, Altira, NGEN and Robeco (each a “Subsequent quotient obtained by dividing the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchasercollectively, the "Warrants"), (3) the Investor legal opinion of Parr ▇▇▇d▇▇▇▇ ▇▇▇w▇ ▇▇▇ & ▇ove▇▇▇▇, ▇▇tside counsel to the Company in the form of Exhibit C, and (4) an executed Registration Rights Agreement, dated the Right of First Refusal and Co-Sale Agreement date hereof, among the Company and the Voting Purchasers, in the form of Exhibit B (the "Registration Rights Agreement") and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingan executed Registration Rights Agreement.

The Closing. The Subject to the terms and conditions hereof, the closing of the purchase and sale of the Series B Stock and Note Conversion Shares described in Section 1 hereof (a “Closing”, and the first of such Closings, the “First Closing”"CLOSING") will shall take place on or before February ___, 2005, (the "Closing Date") at the offices of Bondy & Schloss LLP, located at 60 East 42nd Street, 37th Floor, ▇▇▇ ▇ork, NY 10165, or at such o▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇ ▇he Closing: (a) Seller, or Seller's representative(s), will, prior to the Closing deliver to Sam Gallo, Esq. ("Gallo"), in-house general counsel for Utix Group, ▇▇▇., ▇ stock cert▇▇▇▇▇▇▇ & te representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of transfer, in proper form for transfer, with all signatures guaranteed, free and clear of all liens, charges, claims or other encumbrances of any nature, other than those restrictions set forth in the Lock-Up Agreement (as defined herein) (collectively "LIENS"); and (b) Upon Gallo's receipt of the stock certificate representing the S▇▇▇▇▇▇▇ LLP, ▇▇▇ he shall promptly notify Purchasers and Purchasers' representatives via email (with a copy of such email to Seller and her counsel at trosedale@brllegal.com) that Seller has complied with Section 2(a). ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ allo confirming receipt of the certificates representing the S▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇Purchasers, ▇▇ ▇▇▇▇▇or Purchasers' representative(s), at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement will promptly (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), in no event later than the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor end of the full next business day) deliver the Purchase Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or Seller. (c) a combination Once Gallo confirms Seller's receipt of the foregoingPurchase Price, Gallo sha▇▇, within twenty-four hours of the Closing Date, release ▇▇▇ ▇ertificates and other instruments set forth in Paragraph 2(a) to the Purchasers. Purchasers and Gallo agree and covenant that all stock certificates issued to Purcha▇▇▇▇ with respect to the Shares shall bear legends substantially similar to the legends currently imprinted on Seller's stock certificate. In the event Seller does not receive the Purchase Price by the Closing Date, Gallo shall promptly return the Purchase Price to Purchaser and the s▇▇▇▇ certificate, stock powers and related items and documents to Seller.

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”a) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings THE CLOSING (the “Closing Date”). i) Subject to the terms and conditions set forth in this Agreement, the Company may shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of up to an additional 14,534,884 30,000 shares of Series B Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $3,000,000. The purchase and sale of such securities shall take place at one or more closings (collectively, the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”"CLOSING") at the Price Per Share; providedoffices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP ("R&P"), howeverThe Chrysler Building, that any ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such sale may only occur during that certain period beginning later date or dates as the parties shall agree. The date of each Closing is hereinafter referred to as a "CLOSING DATE." (ii) At each Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto "PURCHASE PRICE") by 100, (2) a Common Stock purchase warrant, in the form of EXHIBIT C, registered in the name of such Purchaser, pursuant to which such Purchaser shall be amended have the right to include acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Subsequent Purchaser's name on the signature page to this Agreement (collectively, the "WARRANTS"), the Investor (3) an executed copy of this Agreement and an executed Registration Rights Agreement, dated as of the Right of First Refusal and Co-Sale Agreement date hereof, among the Company and the Voting Agreement Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), (4) Transfer Agent Instructions, in the form of EXHIBIT D, executed by the Company and shall have delivered to and acknowledged by the rights and obligationsCompany's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), (5) a legal opinion of R&P, in the form of EXHIBIT E attached hereto, (6) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of Delaware, and be treated as(7) copies of the executed Lock-Up Agreements, an Investor hereunder and thereunder. Each closing in the form of a sale of Series B Stock to one or EXHIBIT F (the "LOCK-UP AGREEMENTS"), as more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of fully described in this Agreement. Each Investor hereby agrees ; and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to waive any rights of first refusal it may have this Agreement in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender an executed copy of this Agreement and the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingRegistration Rights Agreement.

The Closing. (a) The Closing. (i) Subject to the terms and conditions set forth in ----------- this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 2,000,000 shares of Common Stock (the "Shares") for an aggregate purchase price of ------ $3,500,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “the "Closing”, and the first of such Closings, the “First Closing”") will ------- shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, LLP ("▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇"), 1290 Avenue of the Americas, New York, New York ------------------ 10104, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." ------------ (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing 57.143% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a ------------------ Common Stock purchase warrant, in the form of Exhibit B, registered in the name --------- of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each a "Vesting Warrant"), (4) a Common Stock purchase warrant, in the --------------- form of Exhibit C, registered in the name of such Purchaser, pursuant to which --------- such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants and the Vesting --------------- Warrant, the -1- "Warrants"), (5) the legal opinion of Stoel Rives LLP, outside counsel to the -------- Company, substantially in the form of Exhibit F, (6) an executed Registration --------- Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), (7) the Transfer --------- ----------------------------- Agent Instructions, in the form of Exhibit E, executed by the Company and --------- delivered to and acknowledged by the Company's transfer agent (the "Transfer -------- Agent Instructions"), and (8) the Escrow Agreement (the "Escrow Agreement") of ------------------ ---------------- even date hereof, among the Company, ▇▇▇▇▇▇ Capital Group, ▇▇▇▇▇ ▇▇▇▇Ltd. and LaSalle Bank National Association (the "Escrow Agent"); and (B) each Purchaser shall deliver ------------ to the Escrow Agent for delivery in accordance with the Escrow Agreement) (1) 57.143% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer as designated in the Escrow Agreement for such purpose, ▇▇ ▇▇▇▇▇and (2) an executed Registration Rights Agreement. (iii) Within five Trading Days following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein) and provided, at 12:00 p.m. Pacific Time on April 17that the -------- Underlying Shares Registration Statement was declared effective within 60 days after the Closing Date, 2009 or at such other time and place as (A) the Company and will, against delivery of the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions amounts set forth in clause (B) in this Agreementparagraph, deliver to each Purchaser, a stock certificate representing 42.857% of the Company may sell up number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to an additional 14,534,884 shares of Series B Stock equitable adjustment for stock splits, recombinations and similar events), registered in the aggregate to purchasers acceptable name of such Purchaser, and (B) each Purchaser will deliver to the Company, Altira, NGEN and Robeco (each a “Subsequent 42.857% of the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingsuch purpose.

The Closing. The purchase Subject to the terms and sale conditions of this Agreement, the Series B Stock and Note Conversion closing (a the “Closing”, ) of the sale and purchase of the first of such Closings, the “First Closing”) will Shares shall take place at the offices of ▇▇▇▇WilmerHale, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇, at 12:00 p.m. Pacific Time ▇▇ ▇▇▇▇▇ (or remotely via the exchange of documents and signatures) on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings date of this Agreement (the “Closing Date”). Subject At the Closing: (a) The Company shall deliver to the terms and conditions set forth Purchaser the Disclosure Schedule (as defined in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to Section 3); (b) the Company, Altira, NGEN the Purchaser and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on other parties thereto shall execute and deliver the Closing Date Amended and ending on Restated Investor Rights Agreement in the 60th day thereafter form attached hereto as Exhibit B (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement”); (c) the Company, the Purchaser and the other parties thereto shall execute and deliver the Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit C (the “Voting Agreement”); (d) the Company, the Purchaser and the other parties thereto shall execute and deliver the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit D (the “Co-Sale Agreement”); (e) the Company shall deliver to the Purchaser certificates, as of the most recent practicable dates, (i) as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware and (ii) as to the Voting due qualification and good standing of the Company as a foreign corporation issued by the Secretary of the Commonwealth of Massachusetts; (f) the Company shall deliver to the Purchaser the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Restated Certificate), certified by the Secretary of State of the State of Delaware; (g) the Company shall deliver to the Purchaser a Certificate of the Secretary of the Company attesting as to (i) the By-laws of the Company; (ii) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and shall have delivered by the rights Company at the Closing; and obligations(iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have approving all matters in connection with this Agreement and the sale of Shares to Subsequent Purchasers during transactions contemplated hereby; (h) WilmerHale, counsel for the Subsequent Sale Period. At each ClosingCompany, subject shall deliver to the terms and conditions hereofPurchaser an opinion, dated the Closing Date, in substantially the form attached hereto as Exhibit F; (i) the Company will shall deliver to each Investor the Purchaser a certificate representing for the number Shares registered in the name of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery the Purchaser; and (j) the Purchaser shall pay to the Company Company, by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes or other method acceptable to the Company Company, the aggregate Purchase Price of $8,823,936.70 for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingShares.

The Closing. The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “Closing”, the "Sale") and the first of such Closingstransactions relating thereto (collectively, the “First "Closing”") will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇Kirk▇▇▇▇ & ▇lli▇, ▇▇3 ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇mmencing at 9:00 a.m. local time, as soon as practicable following the satisfaction or waiver of all conditions set forth in Section 7 hereof or at such other place and time as may be agreed by the Sellers and the Purchaser. The date and time of the Closing are referred to as the "Closing Date". At the Closing, subject to the satisfaction or waiver of each of the conditions set forth in Section 7: (i) the Purchaser shall deliver to each Seller, by wire transfer of immediately available funds to the account or accounts specified in writing by such Seller, the amount set forth opposite such Seller's name on Exhibit A hereto; (ii) the Purchaser shall deliver on behalf of Mann▇▇▇, $▇00,000 by wire transfer of immediately available funds to an escrow account (the "Escrow Account") pursuant to an escrow agreement dated as of the Closing Date by and among the Purchaser, Mann▇▇▇ ▇▇▇ Sun Trust Bank, Atlanta, as Escrow Agent (the "Escrow Agent"), in the form of Exhibit B hereto (the "Escrow Agreement"); (iii) the Purchaser or its designee shall procure that the Company shall repay and extinguish in full, at the Closing, all amounts outstanding pursuant to a loan from Mann▇▇▇ ▇▇ the Company described on Schedule 1C h▇▇▇▇▇ ("▇▇▇ "▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 ▇▇ ▇▇▇e Payable"); and (iv) each of the Sellers will: (a) deliver to the Purchaser (or at such other time and place as its designee) share certificates representing all of his or her Shares; (b) deliver to the Purchaser (or its designee) and/or its nominees duly executed share transfers in respect of the Shares; (c) deliver to the Purchaser (or its designee) a letter of resignation under seal from the Secretary containing an acknowledgment that he or she has no claim against the Company in respect of breach of contract, compensation for loss of office or otherwise howsoever arising; (d) procure the release of any and all guarantees or indemnities or security given by the Investors mutually agree upon in one Company for or more closings on behalf of the Sellers or any director of the Company; (the “Closing Date”). Subject e) deliver to the terms and conditions set forth in this Agreement, Purchaser (or its designee) copies of all bank mandates of the Company may sell up to an additional 14,534,884 shares together with copies of Series B Stock in statements of all bank accounts as at a date not earlier than the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on day immediately preceding the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right all cheque books of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender current use and the cash book balances of the Bridge Notes Company as at the Closing Date with reconciliation statements reconciling such balances with the bank statements referred to above; (f) deliver to the Company Purchaser (or its designee) all credit cards in the name of or for cancellation pursuant to Section 1.3 or (c) a combination the account of the foregoingCompany in the possession of any officer or employee of the Company resigning at Closing; (g) procure that a meeting of the board of directors of the Company is held at which, inter alia: (A) the share transfers referred to in Section 1C(iv)(b) are approved (subject only to stamping); (B) the resignations referred to in Section 7A(ii) are accepted; (C) all existing mandates for the operation of bank accounts of the Company are revoked and new mandates are issued giving authority to such persons as the Purchaser may nominate; (D) such persons as the Purchaser may nominate are appointed as directors, secretary, auditors and solicitors of the Company with immediate effect; and (v) The Purchaser shall complete the stamping of the share transfers referred to in Section 1C(iv)(b) as soon as practicable. Prior to such stamping being completed, the Sellers shall cooperate in any manner reasonably required by the Purchaser for the convening of any general meetings required by the Purchaser, including the completion of proxy forms on a timely basis and generally shall act in all respects as the nominee of and in accordance with the reasonable directions of the Purchaser.

The Closing. (a) The completion of the purchase and sale of the Series B Stock and Note Conversion Shares (a the “Closing”) shall occur at a place and time (the “Closing Date”) to be specified by the Company, and of which the Purchaser will be notified in advance by the Company. At the Closing, the Purchaser shall purchase from the Company, and the first Company shall issue and sell to the Purchaser, Shares in an amount set forth on the Purchaser’s signature page attached hereto. The Closing is expected to occur on June 21, 2010. At the Closing, (a) the Company shall cause Computershare Trust Company, N.A., the Company’s transfer agent (the “Transfer Agent”) to deliver to the Purchaser the number of Shares set forth on the Purchaser’s signature page attached hereto registered in the name of the Purchaser or, if so indicated on the Purchaser’s signature page attached hereto, in the name of a nominee designated by the Purchaser and (b) the aggregate purchase price for the Shares being purchased by the Purchaser will be delivered by or on behalf of the Purchaser to the Escrow Agent. (b) No later than one (1) business day prior to the Closing Date (provided that such Closingsdeadline shall not be earlier than June 18, 2010), the Purchaser shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Purchaser to the following account designated by the Company pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of June 15, 2010, by and among the Company and the Transfer Agent (as escrow agent, the “First ClosingEscrow Agent”) will take place at the offices ): Bank: Bank of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPAmerica, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ABA: Swift Code: For further credit to account #: Attn: Computershare Trust Company, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time NA as Escrow Agent for Clients Ref: Pharmacyclics Escrow Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on April 17, 2009 or at such other time and place as behalf of the Purchaser to the Company and upon the Investors mutually agree upon satisfaction, in one or more closings (the “Closing Date”). Subject to reasonable judgment of the terms and Company, of the conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions Article V hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing.

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated hereby (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the New York offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Dechert Price & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇Rhoa▇▇, ▇▇▇ ▇▇▇▇▇mmencing at 9:00 a.m., ▇▇▇▇▇ ▇▇▇▇local time, ▇▇ ▇▇▇▇▇on October 31, at 12:00 p.m. Pacific Time on April 171996, 2009 or at such other time and and/or place and/or on such other date as the Company and the Investors parties may mutually agree upon in one or more closings (the “"Closing Date”"), which, in any event, shall not be later than November 20, 1996. Subject The effective time of the transactions contemplated hereby shall be deemed to be the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares opening of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning business on the Closing Date Date. (b) At the Closing, Company Stockholders shall deliver certificates representing their shares of Holding Company Stock to the Holding Company, duly endorsed for transfer or accompanied by duly executed stock transfer powers, free and ending on clear of all liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances of whatever nature and the 60th day thereafter Holding Company: (i) shall pay to a commercial bank with a minimum capital and surplus of at least $200 million designated prior to Closing by Company Stockholders' Agent, as escrow agent (the “Subsequent Sale Period”"Escrow Agent"). Any , each Company Stockholders' Escrow Share as set forth opposite such sale Company Stockholder's name on Schedule 1.2 (which equals $4,948,130.06 in aggregate cash and shares of the Class A Stock and, if necessary, shares of the Preferred Stock with an aggregate value of $51,870.15) to hold in escrow pursuant to an Escrow Agreement in the form of Exhibit 1.3 hereto (the "Escrow Agreement") which shall be made during executed at the Subsequent Sale Period Closing by the Holding Company, Company Stockholders and upon the same terms and conditions as those set forth hereinEscrow Agent, (ii) shall pay to each Company Stockholder the cash to be received by such Company Stockholder pursuant to Section 1.2, by wire transfer of immediately available funds to an account which shall be designated by each such Company Stockholder to the Holding Company at least three business days prior to the Closing Date, and each Subsequent Purchaser (iii) shall become a party deliver certificates representing the Class A Stock, Preferred Stock and Debentures to this Agreement be received by such Company Stockholder pursuant to Section 1.2 (and Exhibit A hereto shall be amended to include less such Subsequent PurchaserCompany Stockholder's Escrow Share if such Escrow Share is in stock). (c) At the Closing, the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Holding Company will deliver to each Investor a certificate CVC against payment therefor, certificates representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit Class A against delivery to the Company Stock, Class B Stock, Preferred Stock and Debentures being purchased by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation CVC pursuant to Section 1.3 or (c) a combination of the foregoing1.2(b).

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”a) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may shall issue and sell up to the Purchasers and the Purchasers shall, severally and not jointly, purchase from the Company the Debentures for an additional 14,534,884 shares aggregate purchase price of Series B Stock $500,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.("Escrowee"), immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (b) Prior to the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to Escrowee for the benefit of the Purchasers (1) the Debentures in the aggregate principal amount indicated below each Purchaser's name on the signature page to purchasers acceptable this Agreement, registered in the name of each such Purchaser, (2) two Common Stock purchase warrants for every two dollars of principal amount indicated below each Purchaser's name on the signature page of this Agreement , each in the form of Exhibit D, registered in the name of the appropriate Purchasers, pursuant to which the Purchasers shall have the right at any time and from time to time thereafter through the 3rd anniversary of the Closing Date to acquire an aggregate of 250,000 shares of Common Stock, at an exercise price per share (subject to adjustment as provided therein) equal to $.77 (collectively, the "Warrants"), (3) the legal opinion of Troop, Steuber, Pasich, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, outside counsel to the Company, Altirain the form acceptable to the parties hereto, NGEN and Robeco (each a “Subsequent Purchaser”4) all other documents, instruments and writings required to have been delivered at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on or prior to the Closing Date and ending on by the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party Company pursuant to this Agreement Agreement, including (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor A) an executed Registration Rights Agreement, dated the Right of First Refusal date hereof, by and Co-Sale Agreement among the Company and the Voting Agreement Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (B) an executed Security Agreement, dated the date hereof, by and shall have among the rights Company and obligationsthe Purchasers, in the form of Exhibit F (the "Security Agreement"), (E) the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and be treated as(B) each Purchaser shall deliver toEscrowee, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company the purchase price for the Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, (b) surrender of the Bridge Notes and to Escrowee for delivery upon funding, all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by such Purchaser pursuant to Section 1.3 or this Agreement, including, without limitation, an executed Registration Rights Agreement, Security Agreement. (c) a combination The Company and the Purchasers agree that, upon the declaration of effectiveness of the foregoing.Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date "), provided that the trading price of the Common Stock is at least $1.00 for the ten (10) consecutive trading days immediately preceding the Effective Date, the Purchasers will be obligated to purchase, and the Company shall be obligated to sell and issue to the Purchasers, additional debentures ("Additional Debentures") in the aggregate principal amount of Five Hundred Thousand ($500,000) and additional warrants ("Additional Warrants") to purchase an aggregate of 250,000 shares of Common Stock for an aggregate purchase price of Five Hundred Thousand Dollars ($500,000), with the closing of such purchase to occur within thirty (30) days of the Effective Date. The terms of the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and the Warrants to be issued on the Closing Date, provided that the Initial Conversion Price (as defined in the Debentures) for the Additional Debentures shall be seventy-seven hundredths of one dollar ($.77). The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement

The Closing. (a) The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will take place Closing shall be held at the offices of Simpson Thacher & Bartlett, 3373 Hillview Avenue, Palo Alto, Californ▇▇ (▇▇ ▇▇ ▇▇▇▇ oth▇▇ ▇▇▇▇▇ ▇▇▇a▇ ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇) ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇▇al time, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time (1) as promptly as practicable (and in any event within two Business Days) following the day on April 17, 2009 or at such other time and place as which all of the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in Article 6 (other than conditions that by their terms are to be satisfied at the Closing) shall be fulfilled or waived in accordance herewith or (2) at such other time, date or place as Glenayre and Purchaser may agree. (b) At the Closing: (1) WMC Delaware shall execute the agreements and notes relating to the Term Facilities and the Revolving Facility and make the Term Borrowing and the Drawdown. (2) WMC Delaware shall pay to Glenayre the Redemption Price as set forth in Section 2.1(b), and Glenayre shall deliver to WMC Delaware certificates for all of the Redeemed Shares, together with accompanying stock powers duly endorsed in blank. (3) Glenayre shall deliver to Purchaser (i) certificates for all of the Purchased Common Shares, together with accompanying stock powers duly endorsed in blank , (ii) the certificate referred to in Section 6.3(a), (iii) the consents referred to in Section 6.3(b), (iv) the assignment of the Sunnyvale Lease from Glenayre Electronics to WMC, (v) certified copies of all resolutions adopted by the Board of Directors of Glenayre, GTI and/or Glenayre Electronics authorizing (as applicable) the execution, delivery and performance of this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser)GTI Additional Agreements, the Investor Rights Agreement, the Right of First Refusal and Co-Sale Glenayre Additional Agreement and the Voting Glenayre Electronics Agreements and the Transactions, (vi) the resignations of the officers and directors of WMC listed on Schedule 2.2 of the Disclosure Schedules, (vii) the Transition Services Agreement, duly executed by GTI, (viii) the Stockholders' Agreement, duly executed by GTI, Glenayre and WMC Delaware, (ix) the License Agreement, duly executed by Glenayre Electronics and WMC and (x) the Assignment, duly executed by Glenayre Electronics and WMC. (4) Purchaser shall (i) pay to Glenayre the Estimated Purchase Price as provided in Section 2.1(d), (ii) deliver to Glenayre the certificate referred to in Section 6.2(a), (iii) deliver to Glenayre certified copies of resolutions adopted by the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and shall have the rights Purchaser Additional Agreements and obligations, the Transactions and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will (iv) deliver to each Investor a certificate representing Glenayre the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to Stockholders' Agreement and the Company Transition Services Agreement, duly executed by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingPurchaser.

The Closing. The (a) Subject to the terms and conditions hereof, the closing (the "Closing") of the purchase and sale of the Series B Stock and Note Conversion (a “Closing”Notes, the Common Warrants, the Contingent Common Warrants and the first of such ClosingsPreferred Warrants, the “First Closing”) will take place at the offices of Morg▇▇▇, ▇▇▇▇▇ & ▇ock▇▇▇ ▇▇▇ located at 101 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place date as shall be mutually agreed to by the Company and the Investors mutually agree upon in one or more closings (Purchasers. Such date is herein referred to as the “"Closing Date”). ". (b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, on the Closing Date, (i) the Company will shall deliver to each Investor Purchaser a certificate representing Note or Notes, substantially in the form of Exhibit B, payable to such Purchaser (or its nominee as notified to the Company) and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, (ii) Holdings shall deliver to each Purchaser Common Warrants to purchase the number of Purchased Shares that shares of Common Stock set forth opposite such Investor is purchasing as shown Purchaser's name on Exhibit A, evidenced by one or more Common Warrant certificates substantially in the form of Exhibit C, registered in the name of such Purchaser (or its nominee as notified to Holdings) and dated the Closing Date, (iii) Holdings shall deliver to each Purchaser Preferred Warrants to purchase the number of shares of Series A against delivery Preferred set forth opposite such Purchaser's name on Exhibit A, evidenced by one or more Preferred Warrant certificates substantially in the form of Exhibit D, registered in the name of such Purchaser (or its nominee as notified to Holdings) and dated the Closing Date, (iv) Holdings shall deliver to each Purchaser Contingent Common Warrants to purchase shares of Common Stock as set forth opposite such Purchaser's name on Exhibit A, evidenced by one or more Contingent Common Warrant certificates substantially in the form of Exhibit E, registered in the name of such Purchaser (or its nominee as notified to Holdings) and dated the Closing Date, and (iv) upon such Purchaser's receipt of such Notes, Common Warrants, Preferred Warrants and Contingent Common Warrants, such Purchaser shall deliver to the Company by wire transfer an amount equal to the purchase price for such Investor Notes, Common Warrants, Preferred Warrants and Contingent Common Warrants (in each case as specified in Section 1(a)) in federal or other immediately available funds. (c) Each of the full Price Per Share Purchasers, Holdings and the Company acknowledges that the Notes, Common Warrants, the Preferred Warrants and the Contingent Common Warrants constitute an "investment unit" within the meaning of Section 1273(c)(2) of the Code and thatHoldings and the Company will allocate the "issue price" (within the meaning of Section 1273(b) -3- 5 of the Code) of such investment unit, for such shares all federal, state, local and foreign tax purposes, between the Notes, Common Warrants and Preferred Warrants as follows: (i) the price at which all of Series B Stock the Common Warrants are to be sold by Holdings is $186,502.00, (ii) the price at such Closingwhich all of the Preferred Warrants are to be sold by Holdings is $607,123.00, paid (iii) the price at which all of the Contingent Common Warrants are to be sold by Holdings is $1.00, and (aiv) wire transfer the price at which all of funds the Notes are to an account designated be sold by the Company in writing, (b) surrender is $17,206,374.00. Each of the Bridge Notes to Purchasers, Holdings and the Company for cancellation pursuant agrees to Section 1.3 or (cabide by Treasury Regulation ss. 1.1273-2(h)(2) a combination with respect to such allocation of the foregoingissue price.

The Closing. (a) The Company agrees to sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from the Company, the number of Preferred Shares and Warrants set forth opposite such Purchaser's name on Schedule A hereto for the aggregate purchase price set forth opposite such Purchaser's name on Schedule A hereto (the "Purchase Price"). No further payment shall be required from the Purchasers for the Preferred Shares and the Warrants. (b) The closing of the purchase and sale of the Series B Stock and Note Conversion (a “Closing”, Preferred Shares and the first of such Closings, Warrants to be purchased by the “First Purchasers (the "Closing”") will take place at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York at ▇▇:▇▇ ▇.▇., ▇ew ▇▇▇▇ ▇▇ty tim▇▇, ▇▇ ▇▇▇▇▇▇▇ & ▇▇▇, ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place date as shall be mutually agreed to by the Company and the Investors mutually agree upon in one or more closings (Purchasers. Such time and date are herein referred to as the “"Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco ". (each a “Subsequent Purchaser”c) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on At the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, i) the Company will deliver to each Investor Purchaser (A) a certificate representing registered in such Purchaser's name (or in any such other name as such Purchaser may request) evidencing the number of Purchased Preferred Shares that set forth opposite such Investor is purchasing Purchaser's name on Schedule A hereto and (B) a certificate registered in such Purchaser's name (or in any such other name as shown such Purchaser may request) evidencing the number of Warrants set forth opposite such Purchaser's name on Exhibit Schedule A against delivery hereto, and (ii) upon each Purchaser's receipt thereof, each Purchaser will deliver to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of federal or other immediately available funds an aggregate amount equal to its respective Purchase Price. (d) The Preferred Shares and the Warrants are being sold to the Purchasers pursuant to this Purchase Agreement. The sale of Preferred Shares and Warrants to each Purchaser under the Purchase Agreement is a separate sale. No Purchaser is an account designated indispensable party or must otherwise be joined in any action by any and/or all of the Purchasers seeking enforcement against the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 any covenants or (c) a combination of the foregoingobligations hereunder.

The Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase 600 shares of Preferred Stock (the "SHARES") for an aggregate purchase price of $6,000,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “Closing”, and the first of such Closings, the “First Closing”"CLOSING") will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ , immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE." On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) the legal opinions of Hunton & ▇▇▇▇▇▇▇▇, outside counsel to the Company, and ▇▇. ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇general counsel to the Company, each substantially in the form of EXHIBIT C-1 and EXHIBIT C-2, respectively, and (3) all other documents, instruments and writings required to have been delivered at 12:00 p.m. Pacific Time on April 17or prior to the Closing Date by the Company pursuant to this Agreement, 2009 or at such other time and place as including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of EXHIBIT B (the “Closing Date”"REGISTRATION RIGHTS AGREEMENT"). Subject , the Transfer Agent Instructions, in the form of EXHIBIT D, delivered to and acknowledged by the terms Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS") and conditions set forth in this an executed Letter Agreement, dated the date hereof, among the Company may sell up to an additional 14,534,884 shares of Series B Stock and the Purchasers, in the aggregate to purchasers acceptable to form of EXHIBIT E (the Company, Altira, NGEN "LETTER AGREEMENT"); and Robeco (B) each a “Subsequent Purchaser shall deliver (1) the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender of the Bridge Notes all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by such Purchaser pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement, including, without limitation, an executed Registration Rights Agreement and Letter Agreement.

The Closing. The purchase and sale closing of the Series B Stock transactions contemplated by this Section 1 (the "Closing") shall take place concurrently with the consummation of the Initial Public Offering and Note Conversion (a “at the same location. As of the Closing”, all shares of outstanding Class A Preferred shall automatically be canceled and retired and cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the first right to receive the Recapitalization Consideration therefor upon the surrender of such Closingscertificate in the manner provided in this Section 1C. At the Closing and thereafter, the “First Closing”) will take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at upon presentment and delivery by each such other time and place as Stockholder to the Company and of the Investors mutually agree upon in one or more closings (certificates representing the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable Class A Preferred held by such Stockholder duly endorsed for transfer to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver (i) shall pay to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company Stockholder, by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to an account or accounts designated by such Stockholder, the aggregate redemption price for such Stockholder's shares of Class A Preferred being redeemed, (ii) shall deliver, or cause the Company's transfer agent to deliver, to each Stockholder stock certificates evidencing the Exchange Shares to be issued by the Company to each such Stockholder, registered in writingeach such Stockholder's name or its nominee's name, and (biii) surrender shall deliver to each Stockholder cash for any fractional shares of Exchange Stock to which such Stockholder would otherwise be entitled (collectively, the Bridge Notes "Recapitalization Consideration"). Until surrendered as contemplated in this Section 1C, each certificate representing Class A Preferred shall be deemed at any time after the Closing to represent only the right to receive the Recapitalization Consideration. Each certificate for Exchange Shares shall be imprinted with a legend in substantially the following form: The shares represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") or applicable state securities law and may not be sold or transferred unless (i) a registration statement covering such shares is effective under the Act or (ii) the transaction is exempt from registration under the Act and an opinion reasonably satisfactory to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingsuch effect has been rendered by counsel.

The Closing. (a) The Closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of Lind▇▇▇▇▇ & ▇enn▇▇ ▇.▇.L.P., 4200 IDS Center, 80 S▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ultaneous with the closing of the transactions contemplated by the Agreement and Plan of Merger dated as of the date hereof among the Company, IFT West Acquisition Company, International Flex Holdings, Inc. ("IFH") and its stockholders (the "Merger Agreement"). The date of the Closing is hereinafter referred to as the "Closing Date." (b) At the Closing, the Company shall deliver (A) to each Purchaser, a stock certificate registered in the name of such Purchaser for such number of Series G Preferred Shares set forth opposite such Purchaser's name on Exhibit A; (B) to each Purchaser, a stock certificate registered in the name of such Purchaser for such number of Common Shares set forth opposite such Purchaser's name on Exhibit A; and (C) all other documents, instruments and writings required to have been delivered at or prior to the Closing by the Company to Purchasers pursuant to this Agreement. At the Closing, each Purchaser shall deliver to the Company the aggregate purchase price set forth opposite such Purchaser's name on Exhibit A by wire transfer of same day funds to an account designated by the Company in writing two business days before the Closing except that Morg▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ture Partners V, ▇▇▇ L.P. ("Morg▇▇▇▇▇▇▇▇") ▇hall also deliver to the Company that certain 8% Convertible Note dated August 15, 2000, as amended (the "8% Note"), made by the Company payable to the order of Morg▇▇▇▇▇▇▇▇ ▇▇▇ture Partners V, L.P. and the cash portion of the purchase price payable by Morg▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at ll be reduced by an amount equal to the principal amount of such other time 8% Note and place as accrued interest thereon through the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing.

The Closing. The purchase and sale closing of the Series B Stock and Note Conversion (a “the "Closing”, and the first of such Closings, the “First Closing”") will take place on the ------- same date that the closing of the Acquisitions takes place (the "Closing Date"), ------------ at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17unless another date, 2009 place or at such other time and place as is agreed to in writing by the Company and the Investors mutually agree upon in one or more closings (Buyers. The Company shall give the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares ▇▇▇▇▇▇▇ Funds at least three business days prior written notice of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”)time and place of Closing. Any such sale The Consideration shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject paid to the terms ▇▇▇▇▇▇▇ Funds at Closing by wire transfer of immediately available funds and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against following delivery to the Company by such Investor of duly endorsed certificates (along with a conversion notice in the form attached as Exhibit A) evidencing the Series A Shares subject to conversion. At the Closing, upon its receipt of the full Price Per Share for such certificates representing the Series A Shares, the Company shall also deliver to the ▇▇▇▇▇▇▇ Funds certificates representing the Common Shares as set forth in Section 1.1. Any and all taxes that may be payable in respect of any issuance or delivery of shares of Common Stock on conversion of the Series B Stock at such Closing, A Shares shall be paid by (a) wire the Company. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of funds to an account designated by the Company Common Shares in writing, (b) surrender a name other than that of the Bridge Notes Series A Shares, and no such issuance or delivery shall be made unless and until the Person (as defined in the Certificate of Designation governing the Series A Shares (the "Certificate ----------- of Designations")) requesting such issuance has paid to the Company for cancellation pursuant the amount --------------- of such tax or has established, to Section 1.3 or (c) a combination the satisfaction of the foregoing.Company, that such tax has been paid. At the Closing, each of the ▇▇▇▇▇▇▇ Funds shall deliver to the Company a release and the Company shall provide each of the ▇▇▇▇▇▇▇ Funds with a Release, in each case in the form attached hereto as Exhibit B.

The Closing. (a) The purchase and sale of the Series B Stock and Note Conversion (a “Closing”First Closing took place on June 1, and the first of such Closings, the “First Closing”) will take place 1998 at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017 and ▇▇▇ ▇▇▇▇▇▇ an▇ ▇▇▇▇▇ Cl▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇nd February 1, 2000, respectively, at the offices of the Issuer, 20 Burton Hills Boulevard, Suite 100, Nashville, TN 37215. Each purc▇▇▇▇ ▇▇▇ ▇▇▇▇ of Common Shares pursuant to Article 2 after the Third Closing shall also take place at a closing (the First Closing and each such subsequent closing shall be herein referred to as a "Closing") at the offices of the Issuer, 20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215. Ea▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 occur as soon as practicable (but in no event later than 10 Business Days) after satisfaction or at such other time and place as waiver of the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this AgreementArticle 6, or at such later time or other place as the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, Issuer and each Subsequent Purchaser shall become Investor that is purchasing Common Shares at such Closing (a party "Purchasing Investor") may agree. The date and time of each Closing are each referred to this Agreement (and Exhibit A hereto shall be amended herein as the "Closing Date", June 1, 1998 is referred to include such Subsequent Purchaser), herein as the Investor Rights Agreement, the Right of "First Refusal and Co-Sale Agreement Closing Date" and the Voting Agreement date and shall have time of the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock Fourth Closing are referred to one or more Subsequent Purchasers during herein as the Subsequent Sale Period shall be a "Fourth Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. Date". (b) At each Closing, subject each Purchasing Investor shall deliver to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery Issuer an amount in immediately available funds equal to the Company aggregate Purchase Price of the Common Shares to be purchased by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid Closing pursuant to Article 2 by (a) wire transfer of funds to an account designated by the Company in writingIssuer by notice to such Investor, (b) surrender not later than two Business Days prior to such Closing Date; provided that if such aggregate Purchase Price is less than $50,000, such payment may be made by delivery of the Bridge Notes a cashier's or bank check payable to the Company for cancellation pursuant to Section 1.3 or Issuer. (c) a combination At each Closing, the Issuer shall deliver to each Purchasing Investor, against payment of the foregoingPurchase Price therefor, certificates registered in the name of such Investor evidencing the number of Common Shares to be purchased by such Investor at such Closing pursuant to Article 2.

The Closing. (a) THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of up to 15,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $1,500,000. The closing of the purchase and sale of such securities (the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”"CLOSING") will shall take place at the offices of Higham, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP ("HM&D"), 15, Enterprise, ▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE." (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on April 17the signature page to this Agreement by 100, 2009 or at (2) a Common Stock purchase warrant, in the form of EXHIBIT C-1, registered in the name of such other time Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "SERIES A WARRANTS"), (3) a Common Stock purchase warrant, in the form of EXHIBIT C-2, registered in the name of such Purchaser, pursuant to which, such Purchaser shall have the right to acquire shares of Common Stock pursuant to the terms thereof (collectively, the "SERIES B WARRANTS", and place together with the Series A Warrants, the "WARRANTS"), (3) an executed copy of this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of EXHIBIT B (the “Closing Date”). Subject to "REGISTRATION RIGHTS AGREEMENT") and (4) Transfer Agent Instructions, in the terms and conditions set forth in this Agreementform of EXHIBIT E, executed by the Company may sell up and delivered to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to and acknowledged by the Company, Altira, NGEN 's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and Robeco (B) each a “Subsequent Purchaser shall deliver (1) the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose or, (b) surrender with the consent of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or Company, through conversion of outstanding indebtedness, and (c2) a combination an executed copy of the foregoingthis Agreement and Registration Rights Agreement.

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a the “Closing”, and the first of such Closings, the “First Closing”) will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇Chicago, ▇▇ ▇▇▇▇▇, Illinois 60601 at 12:00 p.m. Pacific Time 10:00 A.M. on April 17, 2009 or at such other the date hereof. The date and time and place of the Closing are herein referred to as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date.”). (b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in parties hereto shall consummate the aggregate to purchasers acceptable to following transactions (the Company, Altira, NGEN and Robeco (each a “Subsequent PurchaserClosing Transactions”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date Date: (i) the Holder shall deliver to the Buyer share certificates representing the Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; (ii) the Buyer shall deliver (A) the Withheld Amount to the Section 116 Escrow Agent, (B) an amount equal to the Transaction Payments (by way of loan or contribution to share capital) to the Company and ending (C) an amount equal to the Closing Payment minus the Withheld Amount to the Holder, in each case by wire transfer of immediately available funds to the accounts (and in the amounts) designated by the recipients of such amounts to the Buyer prior to the Closing; (iii) immediately after transfer of the Shares to the Buyer, the Buyer shall repay on behalf of the 60th day thereafter (Company or cause the “Subsequent Sale Period”). Any such sale shall be made during Company to repay in full all amounts necessary to discharge fully the Subsequent Sale Period and upon then outstanding balance of the same terms and conditions as those indebtedness for borrowed money set forth hereinon Schedule 1.1 hereto (including accrued interest and any related fees and expenses) by wire transfer of immediately available funds to the accounts designated by the creditors listed on Schedule 1.1; (iv) the Buyer shall deliver to the Seller (as the assignee of the Holder) the ADSX Shares (as defined below), duly issued by ADSX in the name of the Seller and contributed to the Buyer for delivery to the Seller, and each Subsequent Purchaser the Buyer shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), deposit the Investor Rights Agreement, certificates evidencing the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, ADSX Shares into an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject escrow account pursuant to the terms and conditions hereof, of an Escrow Agreement substantially in the Company will form attached hereto as Exhibit A (the “ADSX Escrow Agreement”) to be governed by the terms and conditions set forth therein; (v) the Buyer and the Seller shall deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery other (A) counterparts to the Company ADSX Escrow Agreement duly executed by such Investor of ADSX and the full Price Per Share for such shares of Series B Stock at such Closing, paid by Seller and (aB) wire transfer of funds counterparts to an account designated the Section 116 Escrow Agreement duly executed by the Company Buyer and the Holder; (vi) the Seller shall duly execute and deliver to ADSX an irrevocable proxy in writing, the form attached hereto as Exhibit B; (bvii) surrender of the Bridge Notes Buyer shall deliver to the Company for cancellation pursuant Seller counterparts to Section 1.3 or (cA) a combination of Registration Agreement between ADSX and the foregoingSeller in the form attached hereto as Exhibit C (the “ADSX Registration Agreement”) duly executed by ADSX, and (B) a Registration Agreement between VeriChip and the Seller in the form attached hereto as Exhibit D (the “VeriChip Registration Agreement” and, together with the ADSX Registration Agreement, the “Registration Agreements”) duly executed by VeriChip; and (viii) the Buyer, the Company, the Holder and the Seller shall make such other deliveries as are required by and in accordance with Article 2 hereof.

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a the “Closing”, and the first of such Closings, the “First Closing”) will shall take place at the offices of ▇▇▇P▇▇▇▇▇ ▇▇B▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP (“PB”) in Dallas, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇Texas, at 12:00 p.m. Pacific Time 10:00 a.m. on April 17, 2009 the third (3rd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Article 9 hereof (other than those to be satisfied at the Closing) or on such other time date as is mutually agreeable to the Buyer and place Securityholder Representative. The date of the Closing is referred to herein as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date.”). Subject to (b) Upon the terms and subject to the conditions set forth in this Agreement, the Company may sell up parties hereto shall consummate the following transactions as of the Closing: (i) each Stockholder shall deliver to an additional 14,534,884 shares the Buyer all of Series B Stock the stock certificates representing the Shares held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers (or other form of assignment or transfer) or a duly executed lost stock affidavit in the aggregate to purchasers a form reasonably acceptable to the Buyer and the Company; (ii) the Buyer shall deliver to each Stockholder, Altiraby wire transfer of immediately available funds to the account designated by such Stockholder, NGEN cash in an amount equal to such Stockholder’s Stockholder Closing Payment Amount; (iii) the Buyer shall pay to each such Optionholder, by wire transfer of immediately available funds to the account designated by such Optionholder, an amount equal to such Optionholder’s Optionholder Closing Payment Amount, less all applicable withholding Taxes; (iv) the Buyer shall deliver to the Securityholder Representative, for the benefit of the Securityholders in accordance with their respective Securityholder Allocation Percentages, by wire transfer of immediately available funds to the Reserve Account, cash in an amount equal to the Initial Reserve Amount; (v) the Buyer shall pay on behalf of the Company and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; providedSubsidiaries, however, that any such sale may only occur during that certain period beginning on all Indebtedness of the Closing Date Company and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those Subsidiaries set forth herein, on Schedule 2.03(b)(v) hereto in accordance with the payoff letters and each Subsequent Purchaser other payment instructions provided by the Company or the Securityholder Representative; (vi) the Buyer shall become a party to this Agreement (pay on behalf of the Company and Exhibit A hereto shall be amended to include such Subsequent Purchaser)the Securityholders, the Investor Rights Agreement, Transaction Expenses set forth on Exhibit B hereto; and (vii) the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereofBuyer, the Company will deliver to each Investor a certificate representing and the number of Purchased Shares that Securityholders shall make such Investor is purchasing other deliveries as shown on Exhibit A against delivery to the Company are required by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company and in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingaccordance with Article 9 hereof.

The Closing. The purchase and sale closing (the "Closing") of the Series B Stock sale and Note Conversion (a “Closing”, and purchase of the first of such Closings, the “First Closing”) will Shares under this Agreement shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at 9:00 a.m. on the date of this Agreement, or at such other time, date and place as are mutually agreeable to the Company and the Purchasers. The date of the Closing is hereinafter referred to as the "Closing Date." At the Closing: (a) the Company shall deliver to the Purchasers a certificate, as of the most recent practicable date, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware; (b) the Company shall deliver to the Purchasers the Restated Certificate of Incorporation, as in effect as of the Closing Date, certified by the Secretary of State of the State of Delaware; (c) the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting to (i) the By-laws of the Company, and (ii) resolutions of the Board of Directors of the Company authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (d) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, at 12:00 p.m. Pacific Time on April 17counsel for the Company, 2009 or at such other time and place shall deliver to the Purchasers an opinion, dated the Closing Date, in the form attached hereto as Exhibit B; (e) the Company and the Investors mutually agree upon Purchasers shall execute and deliver the Amended and Restated Investor Rights Agreement in one or more closings the form attached hereto as Exhibit C (the “Closing Date”"Investor Agreement"). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to ; (f) the Company, Altira, NGEN the Purchasers and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on other parties thereto shall execute and deliver the Closing Date Amended and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Restated Right of First Refusal and Co-Sale Agreement and in the Voting Agreement and shall have form attached hereto as Exhibit D (the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing "Right of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this First Refusal Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, "); (g) the Company will shall deliver to each Investor Purchaser a certificate representing for the number of Purchased Shares that being purchased by such Investor is purchasing as shown on Exhibit A against delivery Purchaser, registered in the name of such Purchaser; (h) each Purchaser shall pay to the Company the purchase price for the Shares being purchased by such Investor Purchaser, by wire transfer or certified check; and (i) the Company and each of the full Price Per Share for such shares of Series B Stock at such Closing, paid by Purchasers shall execute and deliver a cross-receipt. (aj) wire transfer of funds to an account designated a representation letter executed by the Company in writing, (b) surrender President of the Bridge Notes Company as to interests of "disqualified persons" in the Company for cancellation pursuant to Section 1.3 or (c) a combination form of the foregoing.Exhibit E.

The Closing. (a) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $1,050,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Debentures (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of ▇▇▇▇ Nacarrato, Esq. ("Escrowee"), having an office at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ immediately following the execution hereof or such later date or dates as the parties shall agree. The date of the first Closing is hereinafter referred to as the "Closing Date." (b) Prior to the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to Escrowee for the benefit of the Purchasers (1) the Debentures in the aggregate principal amount indicated below each Purchaser's name on the signature page to this Agreement, registered in the name of each such Purchaser, (1) one Common Stock purchase warrant for every two dollars of principal amount indicated below each Purchaser's name on the signature page of this Agreement, each in the form of Exhibit D, registered in the name of the appropriate Purchasers, pursuant to which the Purchasers shall have the right at any time and from time to time thereafter through the 3rd anniversary of the Closing Date to acquire an aggregate of 50,000 shares of Common Stock, at 12:00 p.m. Pacific Time on April 17an exercise price per share (subject to adjustment as provided therein) equal to 130% of the average of the Per Share Market Values for the five (5) days immediately preceding the Closing Date (collectively, 2009 the "Warrants"), and (3) all other documents, instruments and writings required to have been delivered at or at such other time prior to the Closing by the Company pursuant to this Agreement, including (A) an executed Registration Rights Agreement, dated the date hereof, by and place as among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of Exhibit B (the “Closing Date”"Registration Rights Agreement"). Subject to the terms and conditions set forth in this , (B) an executed Security Agreement, dated the date hereof, by and among the Company may sell up to an additional 14,534,884 shares of Series B Stock and the Purchasers, in the aggregate form of Exhibit F (the "Security Agreement"), (E) the Secured Convertible Debenture Purchase Agreement Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to purchasers acceptable to and acknowledged by the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter 's transfer agent (the “Subsequent Sale Period”"Transfer Agent Instructions"). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and (B) each Subsequent Purchaser shall become a party deliver to this Agreement ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq. (and Exhibit A hereto shall be amended to include such Subsequent Purchaser"Escrow Agent"), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company the purchase price for the Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, (b) surrender of the Bridge Notes and to Escrowee for delivery upon funding, all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by such Purchaser pursuant to Section 1.3 or this Agreement, including, without limitation, an executed Registration Rights Agreement, Security Agreement. (c) a combination The Company and the Buyers agree that, upon the declaration of effectiveness of the foregoingRegistration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), provided that the trading price of the Common Stock is at least $.45 for the ten (10) consecutive trading days immediately preceding the Effective Date, the Buyers will be obligated to purchase additional debentures ("Additional Debentures") in the aggregate principal amount of Six Hundred Thousand ($600,000) and additional warrants ("Additional Warrants") to purchase an aggregate of 300,000 shares of Common Stock for an aggregate purchase price of Six Hundred Thousand Dollars ($600,000), with the closing of such purchase to occur within thirty (30) days of the Effective Date. The terms of the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and the Warrants to be issued on the Closing Date, provided that the Initial Conversion Price (as defined in the Debentures) for the Additional Debentures shall be twenty-six hundredths of one dollar ($.

The Closing. The (a) Subject to the terms and conditions hereof, the closing (the "Closing") of the purchase and sale of the Series B Stock Notes and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) Warrants will take place at the offices of Morg▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & ▇ock▇▇▇▇▇▇ LLP, ▇▇▇ P, located at 101 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place date as shall be mutually agreed to by the Company and the Investors mutually agree upon in one or more closings (Purchasers. Such time and date are herein referred to as the “"Closing Date”). ". (b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, on the Closing Date (i) the Company will deliver to each Investor Purchaser (A) a certificate representing Note or Notes, substantially in the form of Exhibit B hereto, payable to such Purchaser (or its nominee as notified to the Company), and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, and (B) a Warrant or Warrants evidenced by certificates substantially in the form of Exhibit C hereto and dated the Closing Date, for the number of Purchased Shares that shares of the Company's Common Stock set forth opposite such Investor is purchasing as shown Purchaser's name on Exhibit A against delivery A, and (ii) upon such Purchaser's receipt thereof, such Purchaser will deliver to the Company by wire transfer an amount equal to the purchase price for such Investor Notes and Warrants (as specified in Section 1(a) hereof) payable to the order of the full Price Per Share Company in federal or other immediately available funds. (c) The Purchasers acknowledge that the Notes and the Warrants constitute an "investment unit" within the meaning of Section 1273(c)(2) of the Code and that the Company will allocate the "issue price" (within the meaning of Section 1273(b) of the Code) of such investment unit, for such shares all Income Tax purposes, between the Notes and Warrants as follows: (i) the price at which all of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated the Warrants were sold by the Company in writing, is $602,000 and (bii) surrender the price at which all of the Bridge Notes were sold was $6,398,000. Each Purchaser agrees to the Company for cancellation pursuant abide by Treasury Regulation Section 1.1273-2(h)(2) with respect to Section 1.3 or (c) a combination such allocation of the foregoingissue price.

The Closing. The (a) Subject to the terms and conditions hereof, the initial closing hereunder with respect to the purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will Shares shall take place at the offices of Piper & Marbury L.L.P., 36 S▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Baltimore, Maryland 21201 at 1:00 p.m. Baltimore time, on August 21, 1997, or such other location, time and date as the parties hereto shall mutually agree upon (the "Initial Closing"). The Company and Alex. Brow▇ & ▇▇▇▇▇▇▇ LLPons Incorporated (the "Agent") may, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇in one or more additional closings under this Agreement (the "Additional Closings", ▇▇▇ ▇▇▇▇▇each of the Additional Closings and the Initial Closing being sometimes referred to herein individually as a "Closing" and collectively as the "Closings" and the date of each such Closing shall be referred to herein as the "Closing Date") sell additional shares of Series C Preferred Stock (up to a total of 3,750,000 shares in the Initial and all Additional Closings) at a purchase price of not less than $8.00 per share, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, so long as Shares sold at 12:00 p.m. Pacific Time any Additional Closing are sold on April 17, 2009 or the same terms and conditions as the Shares sold at the Initial Closing. Any Additional Closings shall be held at such other time and place as the Company and the Investors Agent shall mutually agree upon in one or more closings upon. (the “Closing Date”). b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the escrow agent (the "Escrow Agent") for the Purchaser's funds previously deposited in an escrow account will release from such escrow account and deliver to the Company an amount equal to the purchase price for the Shares to be purchased by the Purchaser except as set forth in Section 5.18. As soon as practicable following each Closing, the Company will deliver to each Investor Purchaser purchasing Shares a certificate representing registered in the Purchaser's name (or the name of its nominee, if any, as specified on Exhibit A hereto) evidencing the number of Purchased Shares that such Investor is purchasing as shown set forth opposite the Purchaser's name on Exhibit A against delivery to the Company by such Investor dated as of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingClosing Date.

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of Paul, ▇▇iss, Rifkind, Whar▇▇▇ & ▇arr▇▇▇▇, ▇▇85 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time ▇▇ February 11, 1998 or on April 17, 2009 or at such other date as is mutually agreeable to Buyer and the Shareholders' Representative. The date and time and place of the Closing are herein referred to as the Company and the Investors mutually agree upon in one or more closings (the “"Closing Date”). ." (b) Subject to the terms and conditions set forth in this Agreement, the Company may sell up parties hereto shall consummate the following "Closing Transactions" on the Closing Date: (i) the Shareholders' Representative (on behalf of the Shareholders other than Dissenting Shareholders) shall deliver to an additional 14,534,884 shares Buyer stock certificates representing the Shares of Series B Stock such Shareholders and instruments evidencing such Shareholders' Warrants and such Shareholders' Shareholder Options, accompanied by duly executed letters of transmittal in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco form of Exhibit A (each a “Subsequent Purchaser”"Letter of Transmittal"). (ii) at Buyer shall deliver to the Price Per Share; providedShareholders' Representative (on behalf of the Shareholders who submit duly executed Letters of Transmittal (x) an aggregate amount equal to the amounts into which Shares, howeverWarrants and Options represented by duly executed Letters of Transmittal from such Shareholders are to be converted pursuant to Sections 3.02(b)(i), that any such sale may only occur during that (c) and (d) and (y) certificates representing Surviving Corporation Shares to be issued to certain period beginning Shareholders pursuant to Section 3.02(b)(ii); (iii) Buyer shall repay, or cause to be repaid, on behalf of the Company and the Subsidiary, as a reduction of the Merger Consideration as provided in Section 3.01(a), all amounts necessary to discharge fully the then outstanding balance of the Indebtedness listed on the Closing Date and ending on Indebtedness Schedule by wire transfer of immediately available funds as directed by the 60th day thereafter holders of such Indebtedness at or prior to the Closing; and (iv) Buyer shall cause the “Subsequent Sale Period”). Any such sale shall Certificate of Merger, substantially in the form of Exhibit B hereto, to be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection filed with the sale Secretary of Shares to Subsequent Purchasers during State of the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereofState of Delaware. (v) Buyer, the Company will deliver to each Investor a certificate representing and the number of Purchased Shares that such Investor is purchasing as shown Shareholders' Representative (on Exhibit A against delivery to the Company by such Investor behalf of the full Price Per Share for Shareholders) shall make such shares of Series B Stock at such Closing, paid other deliveries as are required by (a) wire transfer of funds to an account designated by the Company and in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing.accordance with Article II hereof. 6

The Closing. (i) The purchase and sale closing of the Series B Stock and Note Conversion (a “Closing”, purchase by the Share Investors of 3.500 Shares and the first issuance of such Closings, the “First Placement Agent Shares and the Warrants (the "Closing”") will shall take place at the offices of Stroock & Stroock & ▇▇▇▇▇▇ LLP. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇-▇▇▇▇, ▇▇▇ ▇▇▇▇▇immediately following the execution hereof or such later date or different location as the parties shall agree in writing, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to as the "Closing Date." At the Closing, the Company shall sell and issue to the Share Investors, and the Share Investors shall, severally and not jointly, purchase from the Company, 3,500 Shares for an aggregate purchase price of $3,500,000 (the "Purchase Price"). In addition, the Company shall issue the Warrants to the Warrant Investors and issue the Placement Agent Shares to certain Investors. (ii) At the Closing (a) the Company shall deliver to: (1) Stroock & Stroock & ▇▇▇▇▇ ▇▇▇▇LLP, ▇▇ ▇▇▇▇▇as Escrow Agent (the "Escrow Agent"), on behalf of each Investor, to be held by the Escrow Agent subject to the terms and conditions of the Escrow Agreement dated the date hereof by and among the Company, the Investors and the Escrow Agent, in the form of Exhibit C hereto (the "Escrow Agreement"), (A) stock certificates representing the Shares purchased by each Share Investor and the Placement Agent Shares, as set forth next to such Investor's name on Schedule 1 attached hereto. each registered in the name of such Investor and (B) the Warrants issued to each Warrant Investor as set forth next to such Investor's name on Schedule 1 attached hereto, registered in the name of such Investor, and (2) the Investors, all other documents, instruments and writings required to have been delivered at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time prior to the Closing by the Company pursuant to this Agreement and place as the Registration Rights Agreement dated the date hereof by and among the Company and the Investors mutually agree upon Investors, in one or more closings the form of Exhibit D annexed hereto (the “"Registration Rights Agreement"), (b) each Share Investor shall deliver to the Escrow Agent, on behalf of the Company. to be held by the Escrow Agent subject to the terms and conditions of the Escrow Agreement, the portion of the Purchase Price set forth next to its name on Schedule l, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Escrow Agent for such purpose on or prior to the Closing Date”), and (c) each Investor shall deliver to the Company, all documents. Subject instruments and writings required to have been delivered at or prior to the Closing by such Investor pursuant to this Agreement and the Registration Rights Agreement. All Shares, Warrants and amounts delivered to and held by the Escrow Agent shall be distributed to the Investors and the Company at the times and upon the terms and conditions set forth in this the Escrow Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing.

The Closing. (a) THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of up to 60,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $6,000,000. The purchase and sale of the Series B Stock and Note Conversion such securities shall take place at one or more closings (a “Closing”, and the first of such Closingscollectively, the “First Closing”"CLOSING") will take place at the offices of Ellenoff Grossman & Schole LLP ("EG&S"), 370 Lexington Avenue, New York, New ▇▇▇▇ ▇▇▇17, immediately followin▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ates as the parties shall agree. The date of each Closing is hereinafter referred to as a "CLOSING DATE." (ii) At each Closing, at 12:00 p.m. Pacific Time the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on April 17the signature page to this Agreement ("PURCHASE PRICE") by 100, 2009 or at (2) a Common Stock purchase warrant, in the form of EXHIBIT C, registered in the name of such other time Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WARRANTS"), (3) an executed copy of this Agreement and place an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of EXHIBIT B (the “Closing Date”"REGISTRATION RIGHTS AGREEMENT"). Subject , (4) Transfer Agent Instructions, in the form of EXHIBIT E, executed by the Company and delivered to and acknowledged by the terms Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), (5) a legal opinion of EG&S, in the form of EXHIBIT F attached hereto, (6) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of Delaware, and conditions set forth (7) copies of the executed Lock-Up Agreements, in the form of EXHIBIT G (the "LOCK-UP AGREEMENTS"), as more fully described in this Agreement, ; and (B) each Purchaser shall deliver (1) the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender an executed copy of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement and Registration Rights Agreement.

The Closing. The closing of the purchase and sale of the Series B Stock Purchased Assets and Note Conversion the assignment and assumption of the Assumed Liabilities at the Closing in exchange for the Estimated Closing Purchase Price (a the “Closing”, and the first of such Closings, the “First Closing”) will take place shall occur at the offices of K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇Chicago, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇Illinois 60601, at 12:00 p.m. Pacific Time 9:00 a.m. local time on April 17the second Business Day following satisfaction or waiver of each of the conditions to Closing specified in Article 2 hereof, 2009 other than conditions to Closing which by their terms or their nature require performance at the Closing (but subject to the satisfaction or waiver of such other conditions at the Closing). The date and time and place of the Closing are herein referred to as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject .” At the Closing, (i) Buyer shall (a) deliver to Seller the Estimated Closing Purchase Price in accordance with Section 1B, (b) deliver to the terms Escrow Agent the Adjustment Escrow Amount in accordance with Section 1B, (c) deliver to the Escrow Agent the Indemnity Escrow Amount in accordance with Section 1B, and conditions set forth (d) deliver the Transaction Bonuses Amount in this Agreementaccordance with Section 1B, and (ii) Seller and/or the Seller Subs shall sell, transfer to Buyer, and Buyer shall purchase from Seller and/or the Seller Subs, the Company may sell up to an additional 14,534,884 shares of Series B Stock in Purchased Assets and assume solely the aggregate to purchasers acceptable Assumed Liabilities. On the Business Day immediately prior to the CompanyClosing Date, Altira, NGEN Buyer and Robeco (each Seller shall conduct a “Subsequent Purchaser”) pre-Closing at the Price Per Share; providedsame location as the Closing, howevercommencing at 9:00 a.m. local time, that any at which each party shall present for review by the other parties copies in execution form of all documents required to be delivered by such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one at or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during Closing. Each party will, and will cause its Affiliates to, at the Subsequent Sale Period. At each ClosingClosing execute and deliver the agreements, subject to documents, certificates and other deliveries (including the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company Ancillary Agreements) required by such Investor party (or its Affiliates) to be executed and/or delivered at the Closing or for which such execution and/or delivery is a condition to another party’s obligations to consummate the Closing. Without limiting the generality of the full Price Per Share for such shares foregoing, in furtherance of Series B Stock the assignment, transfer and conveyance of the Purchased Assets and the assumption of Assumed Liabilities at such Closing, paid by the Closing (a) wire transfer Seller shall execute and deliver, and shall cause the Seller Subs to execute and deliver, such bills of funds sale, deeds, lease assignments and assumptions, leases, subleases, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to an account designated by the Company extent necessary to evidence the transfer, conveyance and assignment of Seller’s and each of the Seller Sub’s right, title and interest in writingand to the Purchased Assets to Buyer (collectively, the “Asset Conveyance Documents”), and (b) surrender Buyer shall execute and deliver to Seller and each of the Bridge Notes Seller Subs such assignments of contracts and other instruments of assumption as and to the Company for cancellation pursuant extent necessary to Section 1.3 or (c) a combination evidence the valid and effective assumption by Buyer of the foregoingAssumed Liabilities (collectively, the “Liabilities Assumption Documents”). Each Asset Conveyance Document and Liabilities Assumption Document shall be in form and substance reasonably satisfactory to Seller and Buyer; provided that such instruments and other documents shall not require Seller or any Seller Subs to make any additional representations, warranties or covenants, express or implied, not contained in this Agreement.

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a the “Closing”, and the first of such Closings, the “First Closing”) will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP (“PB”) in Dallas, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇Texas, at 12:00 p.m. Pacific Time 10:00 a.m. on April 17, 2009 the third (3rd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Article 9 hereof (other than those to be satisfied at the Closing) or on such other time date as is mutually agreeable to the Buyer and place Securityholder Representative. The date of the Closing is referred to herein as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date.”). Subject to (b) Upon the terms and subject to the conditions set forth in this Agreement, the Company may sell up parties hereto shall consummate the following transactions as of the Closing: (i) each Stockholder shall deliver to an additional 14,534,884 shares the Buyer all of Series B Stock the stock certificates representing the Shares held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers (or other form of assignment or transfer) or a duly executed lost stock affidavit in the aggregate to purchasers a form reasonably acceptable to the Buyer and the Company; (ii) the Buyer shall deliver to each Stockholder, Altiraby wire transfer of immediately available funds to the account designated by such Stockholder, NGEN cash in an amount equal to such Stockholder’s Stockholder Closing Payment Amount; (iii) the Buyer shall pay to each such Optionholder, by wire transfer of immediately available funds to the account designated by such Optionholder, an amount equal to such Optionholder’s Optionholder Closing Payment Amount, less all applicable withholding Taxes; (iv) the Buyer shall deliver to the Securityholder Representative, for the benefit of the Securityholders in accordance with their respective Securityholder Allocation Percentages, by wire transfer of immediately available funds to the Reserve Account, cash in an amount equal to the Initial Reserve Amount; (v) the Buyer shall pay on behalf of the Company and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; providedSubsidiaries, however, that any such sale may only occur during that certain period beginning on all Indebtedness of the Closing Date Company and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those Subsidiaries set forth herein, on Schedule 2.03(b)(v) hereto in accordance with the payoff letters and each Subsequent Purchaser other payment instructions provided by the Company or the Securityholder Representative; (vi) the Buyer shall become a party to this Agreement (pay on behalf of the Company and Exhibit A hereto shall be amended to include such Subsequent Purchaser)the Securityholders, the Investor Rights Agreement, Transaction Expenses set forth on Exhibit B hereto; and (vii) the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereofBuyer, the Company will deliver to each Investor a certificate representing and the number of Purchased Shares that Securityholders shall make such Investor is purchasing other deliveries as shown on Exhibit A against delivery to the Company are required by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company and in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingaccordance with Article 9 hereof.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase 600 shares of Preferred Stock (the "Shares") for an aggregate purchase price of $6,000,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of Robinson Silverman Pearce Aronsohn & Berman LLP ("Robinson Silverman"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇e▇▇▇▇▇, ▇ew ▇▇▇▇, New Yor▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ly f▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇he parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." (ii) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire shares of Common Stock (collectively, the "Warrants"), (3) the legal opinion of Lehman & Eilen LLP, counsel to the Company in the form of Exhibit C, ▇▇▇▇ (4) all other documents, ▇▇ ▇▇▇▇▇instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, at 12:00 p.m. Pacific Time on April 17including an executed Registration Rights Agreement, 2009 or at such other time and place as dated the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of Exhibit B (the “Closing Date”). Subject to "Registration Rights Agreement") the terms and conditions set forth in this AgreementIrrevocable Transfer Agent Instructions, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate form of Exhibit E, delivered to purchasers acceptable to and acknowledged by the Company, Altira, NGEN 's transfer agent (the "Transfer Agent Instructions"); and Robeco (B) each a “Subsequent Purchaser shall deliver (1) the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender of the Bridge Notes all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by such Purchaser pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement, including, without limitation, an executed Registration Rights Agreement.

The Closing. The purchase and sale closing of the Series B Stock and Note Conversion Transactions (a “the "Closing”, and the first of such Closings, the “First Closing”") will ----------- ------- shall take place at a date and place as may be mutually agreeable to each of the offices Parties (the "Closing Date"). At the Closing: ------------ (a) The Company shall issue its senior notes with an aggregate principal amount of ▇▇$155 million and consummate the Senior Note Offering. (b) The Company shall incur indebtedness under its Senior Facility in amounts satisfactory to consummate the transactions contemplated hereby and to fund its ongoing working capital needs and consummate the Senior Facility. (c) The Company shall deposit, from the proceeds of the Senior Facility and/or the Senior Note Offering, $4,000,000 (the "Escrow Amount") in an ------------- escrow account established pursuant to the terms and conditions of an escrow agreement in the form of Exhibit A attached hereto (the "Escrow Agreement"). The Escrow Amount will be --------- ---------------- available to satisfy any amounts owed to the Company as a result of the Distribution Amount Adjustment in Section 1.04 or as a result of indemnification pursuant to Section 8 hereof. (d) The Company shall distribute to AIM, from the proceeds of the Senior Facility and the Senior Note Offering, by wire transfer of immediately available funds to the account designated by AIM, an amount equal to the Estimated Distribution Amount less the Escrow Amount. ---- (e) Bain/ACR, L.L.C. will pay the amounts described in Section 1.01(p) by wire transfer of immediately available funds to the accounts designated by Holdings and ACR Mgmt. (f) AIM, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time will pay the amounts described in Section 1.01(q) by wire transfer of immediately available funds to the accounts designated by Holdings and place as ACR Mgmt. AIM will distribute the Company Common Units purchased by it in Holdings and the Investors mutually agree upon member interests in one or more closings ACR Mgmt. to DM. (g) ACR Mgmt. will pay the “Closing Date”). Subject amount described in Sections 1.01(t) and (u) by wire transfer of immediately available funds to the terms accounts designated by Holdings, the Company, New ACSL and conditions ACI. (h) Holdings will issue its discount debentures in an aggregate principal amount of $25 million and consummate the Debenture Offering. (i) Holdings will contribute the amount set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN Section 1.01(s) and Robeco (each a “Subsequent Purchaser”z) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to an the account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingCompany.

The Closing. The purchase and sale of the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”) will take place Closing shall occur at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ at 10:00 a.m., at 12:00 p.m. Pacific Time New York City time on April 17the later of (a) the fifth business day following the satisfaction or waiver of the conditions contained in Sections 2.02 and 2.03, 2009 or at such other time than those conditions that by their nature can be satisfied only on the Closing Date and place as (b) January 20, 2004. The date on which the Company and the Investors mutually agree upon in one or more closings (Closing occurs shall be called the “Closing Date”. At the Closing: (a) The parties or their respective Affiliates, as the case may be, shall execute and deliver (i) a license agreement substantially in the form of Exhibit A (the “WBE Trademark License”). Subject to , (ii) a license agreement substantially in the form of Exhibit B (the “WCI Trademark License” and, together with the WBE Trademark License, the “Seller Trademark Licenses”), (iii) an administrative services agreement substantially in the form of Exhibit C (the “Seller Services Agreement”), (iv) an administrative services agreement substantially in the form of Exhibit D (the “Purchaser Services Agreement”), (v) a warrant, the terms and conditions of which are set forth in this Exhibit E (“Warrant A”), and (vi) a warrant, the terms of which are set forth in Exhibit F (“Warrant B” and, together with Warrant A, the “Warrants” and, together with the Seller Trademark Licenses, the Seller Services Agreement and the Purchaser Services Agreement, the Company may sell up “Ancillary Agreements”). (b) Purchaser shall: (i) in consideration for the Acquired Companies and the Acquired Assets, pay or cause to an additional 14,534,884 shares of Series B Stock be paid to Seller or its designees, in the aggregate immediately available funds by wire transfer to purchasers acceptable one or more bank accounts designated in writing by Seller at least two business days prior to the CompanyClosing Date, Altiracash in U.S. dollars in an amount equal to the Closing Payment; (ii) deliver to Seller a receipt for the Shares and the Acquired Assets; (iii) deliver to Seller a certificate of the Secretary or an Assistant Secretary of Purchaser, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on dated as of the Closing Date and ending certifying on behalf of Purchaser: (A) that attached thereto is a true, correct and complete copy of the certificate of incorporation and by-laws (or comparable constitutive documents) of Purchaser as in effect on the 60th day thereafter date of such certification; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement board of directors or comparable governing body (and Exhibit A hereto shall be amended any committees thereof) of Purchaser authorizing, to include such Subsequent Purchaser)the extent applicable, the Investor Rights Agreementexecution, the Right delivery and performance of First Refusal and Co-Sale this Agreement and the Voting Agreement Ancillary Agreements and shall have the rights and obligationspurchaser of the Shares, and be treated as, an Investor hereunder that all such resolutions are still in full force and thereunder. Each closing effect; and (C) the incumbency and specimen signature of a sale all officers of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of Purchaser executing this Agreement. Each Investor hereby agrees to waive , any rights Ancillary Agreement or the share certificates representing the Shares, and any certificate or instrument furnished pursuant hereto or thereto, and a certification by another officer of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject Purchaser as to the terms incumbency and conditions hereof, signature of the Company will officer signing the certificate referred to in this clause (iii); (iv) deliver to each Investor a certificate representing Seller certificates of the number Secretary of Purchased Shares that such Investor State (or other applicable office) in the jurisdiction in which Purchaser is purchasing organized, dated as shown on Exhibit A against delivery of the Closing Date (or as close thereto as reasonably practicable), certifying as to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by good standing (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation extent such concept is recognized in such jurisdiction) and non-delinquent status of Purchaser; (v) deliver to Seller instruments of assumption appropriately executed by Purchaser in form and substance reasonably acceptable to Purchaser; and (vi) deliver to Seller the certificate required to be delivered pursuant to Section 1.3 or 2.03(a). (c) a combination Seller shall deliver to Purchaser: (i) in respect of the foregoingCompanies, stock certificates evidencing the Shares registered in the name of Purchaser or its nominee, in form reasonably satisfactory to Purchaser, with all required stock transfer Tax stamps affixed and free and clear of all Encumbrances other than Encumbrances arising as a result of any action taken by Purchaser or any of its Affiliates; (ii) in respect of the Acquired Assets, such documents as Purchaser may reasonably require to effect the transfer to Purchaser of the Asset Sellers’ interests therein free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances arising as a result of any action taken by Purchaser or any of its Affiliates; (iii) a receipt for the Closing Payment; (iv) a certificate of the Secretary or an Assistant Secretary of Seller and each Share Seller and Asset Seller, dated as of the Closing Date and certifying on behalf of Seller or such Share Seller or Asset Seller, as applicable: (A) that attached thereto is a true, correct and complete copy of the certificate of incorporation and by-laws (or comparable constitutive documents) of Seller or such Share Seller or Asset Seller as in effect on the date of such certification; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the board of directors or comparable governing body (and any committees thereof) of Seller or such Share Seller or Asset Seller authorizing, to the extent applicable, the execution, delivery and performance of this Agreement and the Ancillary Agreements and the sale and delivery of the Shares and the Acquired Assets, and that all such resolutions are still in full force and effect; and (C) the incumbency and specimen signature of all officers of Seller or such Share Seller or Asset Seller executing this Agreement, any Ancillary Agreement or the share certificates representing the Shares, and any certificate or instrument furnished pursuant hereto or thereto, and a certification by another officer of Seller or such Share Seller or Asset Seller as to the incumbency and signature of the officer signing the certificate referred to in this clause (iv); (v) certificates of the Secretaries of State (or other applicable office) in each jurisdiction in which Seller and each Share Seller and Asset Seller is organized, dated as of the Closing Date (or as close thereto as reasonably practicable), certifying as to the good standing (to the extent such concept is recognized in such jurisdiction) and non-delinquent status of such entities; (vi) corporate minute books and stock register/transfer ledgers (or equivalents) of each of the Acquired Companies; and (vii) the certificate required to be delivered pursuant to Section 2.02(a).

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ K▇▇▇▇▇▇▇ & ▇▇▇E▇▇▇▇ LLPLLP ("K&E") in Chicago, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇Illinois, at 12:00 p.m. Pacific Time 10:00 a.m. on April 17, 2009 the third (3rd) business day following full satisfaction or due waiver of all of the closing conditions set forth in Article 9 hereof (other than those to be satisfied at the Closing) or on such other time date as is mutually agreeable to the Buyer and place the Sellers' Representative. The date of the Closing is referred to herein as the Company and the Investors mutually agree upon in one or more closings (the “"Closing Date”). Subject to ." (b) Upon the terms and subject to the conditions set forth in this Agreement, the Company may sell up parties hereto shall consummate the following transactions as of the Closing: (i) each Stockholder (other than any Nonparticipating Stockholder) shall deliver to the Acquisition Sub all of the stock certificates representing Common Stock held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; (ii) each Stockholder shall deliver to the Acquisition Sub all of the stock certificates representing Preferred Stock held by such Stockholder duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; (iii) the Acquisition Sub shall deliver to each Stockholder (other than any Nonparticipating Stockholder), by wire transfer of immediately available funds to the account designated by such Stockholder, cash in an additional 14,534,884 amount equal to the excess of the Estimated Common Purchase Price, multiplied by such Stockholder's Allocation Percentage; (iv) the Acquisition Sub shall deliver to each Stockholder, by wire transfer of immediately available funds to the account designated by such Stockholder, cash in an amount equal to the sum of the Preferred Stock Per Share Price for all shares of Series B Preferred Stock in held by such Stockholder; (v) the aggregate to purchasers acceptable Acquisition Sub shall deliver to the CompanySellers' Representative, Altiraby wire transfer of immediately available funds to the account designated by the Sellers' Representative, NGEN cash in an amount equal to the Sellers' Representative Amount; (vi) the Acquisition Sub shall deposit, for the benefit of the Stockholders and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; providedOptionholders, howeverthe Escrow Amount, that which will be available to satisfy any such sale may only occur during that certain period beginning on amounts owed to the Closing Date Buyer pursuant to Section 2.04 and ending on the 60th day thereafter Section 11.02(a), in an escrow account (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject "Escrow Account") established pursuant to the terms and conditions hereofof an escrow agreement (the "Escrow Agreement"), by and among the Escrow Agent, the Buyer, the Acquisition Sub and the Sellers' Representatives substantially in the form of Exhibit B hereto. (vii) the Acquisition Sub or the Buyer shall pay on behalf of itself or the Company and the Subsidiaries, or cause the Company to repay, all Indebtedness of the Company and the Subsidiaries set forth on Schedule 2.03(b)(vii) in accordance with the terms thereof; (viii) the Company shall cause the Company Option Plans to be terminated and the Buyer or the Acquisition Sub shall cause the Company to pay to each Optionholder an amount equal to the net of (A) the Estimated Company Purchase Price, multiplied by such Optionholder's Allocation Percentage, over (B) the applicable exercise price per share of such holder's Vested Option, multiplied by the number of shares of Common Stock such holder could have purchased if such holder had exercised such Vested Option in full immediately prior to such time, such amount net of all applicable withholding taxes (including withholding taxes on the portion of the amount deposited in the Escrow Account that relates to such Optionholder's Allocation Percentage); (ix) the Acquisition Sub shall pay to the Company and the Company shall promptly pay to each applicable employee the portion of the Closing Sale Bonus Amount due and payable to such employee on the Closing Date pursuant to the Sale Bonus Agreements (net of all applicable withholding taxes) as set forth on Schedule 1.01(a) and the Company shall cause the Sale Bonus Agreements to be terminated; (x) the Company shall deliver to the Buyer copies of the charter and bylaws of the Company and each Subsidiary, certified by an officer of the Company or such Subsidiary; (xi) the Company shall deliver to the Buyer copies of resolutions of the Company's board of directors, certified by an officer of the Company, authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby; (xii) the Company shall deliver to the Buyer certificates of good standing with respect to the Company and each Subsidiary issued by such entity's jurisdiction of organization; (xiii) the Company shall deliver to the Buyer copies of signed resignations (to be effective upon the Closing) from each director of the Company and the Subsidiaries; (xiv) the Company shall deliver to the Buyer an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date, and in the form and containing the substance required under Treasury Regulation Section 1.897-2(h); and (xv) the Buyer, the Acquisition Sub, the Company will deliver to each Investor a certificate representing and the number of Purchased Shares that Sellers shall make such Investor is purchasing other deliveries as shown on Exhibit A against delivery to the Company are required by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company and in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingaccordance with Article 9 hereof.

The Closing. (a) The Company agrees to sell to the Purchasers and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from the Company, the number of Notes and Common Shares, as the case may be, set forth opposite such Purchaser's name on Schedule A attached hereto. The Notes shall be purchased at the aggregate purchase price of 100% of the principal amount thereof. No further payment shall be required from the Purchasers for the Securities. 5 (b) The closing of the purchase and sale of the Series B Stock and Note Conversion (a “Closing”, Notes and the first of such Closings, Common Shares to be purchased by the “First Purchasers (the "Closing”") will take place at the offices of Morg▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ock▇▇▇ ▇▇▇▇ ▇▇, 101 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇ ▇▇▇▇▇10:00 A.M., at 12:00 p.m. Pacific Time New York City time, on April 17December 31, 2009 1996 or at such other time and place date as shall be mutually agreed to by the Company and the Investors mutually agree upon in one or more closings (Majority Noteholders. Such time and date are herein referred to as the “"Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco ." (each a “Subsequent Purchaser”c) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on At the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, i) the Company will deliver to each Investor Purchaser a Note or Notes payable to such Purchaser (or its nominee, if any is specified on Schedule A hereto), and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Schedule A hereto, (ii) the Company will deliver to each Purchaser, registered in such Purchaser's name (or its nominee, if any is specified on Schedule A hereto) a certificate representing evidencing the number of Purchased Common Shares that set forth opposite such Investor is purchasing Purchaser's name on Schedule A hereto, and (iii) upon the Purchasers' receipt of all Notes and certificates evidencing Common Shares as shown on Exhibit A against delivery to the Company set forth in clauses (i) and (ii) of this Section 1.2(c), each Purchaser will deliver into an escrow account by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of federal or other immediately available funds an aggregate amount equal to an account designated by the Company in writing, purchase price for such Securities (b) surrender as set forth opposite such Purchaser's name on Schedule A attached hereto). Once the purchase price of the Bridge Notes Securities is deposited into such escrow account, such funds are to be disbursed in accordance with the Company for cancellation pursuant to Section 1.3 or (c) a combination terms of the foregoing.Escrow Agreement the form of which is attached hereto as Exhibit B.

The Closing. (a) The purchase and sale closing of the Series B Stock and Note Conversion transactions contemplated by this Agreement (a “the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of ▇▇▇Kirkland & Ellis in Chicago, Illinois, at 10:00 A.M. on the ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, usiness day following full satisfaction or due waiver of all of the closing conditions set forth in Article 9 hereof (other than those to be satisfied at 12:00 p.m. Pacific Time the Closing) or on April 17, 2009 or at such other date as is mutually agreeable to the Buyer and the Representative. The date and time and place of the Closing are referred to herein as the Company and the Investors mutually agree upon in one or more closings (the “"Closing Date”). Subject to ." (b) Upon the terms and subject to the conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in parties hereto shall consummate the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning following transactions on the Closing Date (but only after giving effect to all distributions of shares of Common Stock by Holdings to the Sellers and ending on all repurchases of shares of Common Stock by the 60th day thereafter Company from Holdings and Prudential, in each case, pursuant to the Distribution and Repurchase Agreement): (i) each Seller (other than Prudential) shall deliver to the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to Buyer one or more Subsequent Purchasers during stock certificates representing all of the Subsequent Sale Period Acquired Shares then held such Seller, if any, duly endorsed for transfer or accompanied by duly executed stock powers or other form of assignment and transfer; (ii) Prudential shall be deliver the Prudential Note, accompanied by a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closingduly executed assignment, subject to the terms and conditions hereof, Buyer; (iii) the Company will Buyer shall deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to Escrow Agent $10 million (the Company "Escrow Amount") cash by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of immediately available funds to an the account designated by the Company in writing, Escrow Agent; (biv) surrender the Buyer shall deliver to the Representative (for the benefit of the Bridge Notes Sellers), by wire transfer of immediately available funds to the Company for cancellation pursuant account(s) designated by the Representative, cash in an amount equal to Section 1.3 or the Estimated Purchase Price less the Escrow Amount; and (cv) a combination of the foregoingBuyer, the Company, the Representative and the Sellers shall make such other deliveries as are required by and in accordance with Article 9 hereof.

The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall purchase 540 shares of Preferred Stock (the "SHARES") for an aggregate purchase price of $5,000,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “Closing”, and the first of such Closings, the “First Closing”"CLOSING") will shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ , immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE." (ii) Prior to the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver (1) to KA (a) stock certificates representing 399.6 Shares, registered in the name of KA, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of KA, pursuant to which KA shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 92,500 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "KA WARRANT"), (c) the legal opinion of Winston & ▇▇▇▇▇▇, outside counsel to the Company, substantially in the form of EXHIBIT C, and (d) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, between the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), and the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), (2) to (a) stock certificates representing 8.1 Shares, registered in the name of Kohler, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of Kohler, pursuant to which Kohler shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 1,875 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "KOHLER WARRANT"), (c) the legal opinion of Winston & ▇▇▇ ▇▇▇▇▇, outside counsel to the Company, substantially in the form of EXHIBIT C, and (d) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, and the Transfer Agent Instructions, (3) to ▇▇▇▇▇▇ ▇▇▇ (a) stock certificates representing 8.1 Shares, registered in the name of ▇▇▇▇▇▇ ▇▇▇, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of ▇▇▇▇▇▇ ▇▇▇, pursuant to which ▇▇▇▇▇▇ ▇▇▇ shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 1,875 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "▇▇▇▇▇▇ ▇▇▇ WARRANT"), (c) the legal opinion of Winston & ▇▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable outside counsel to the Company, Altirasubstantially in the form of EXHIBIT C, NGEN and Robeco (each a “Subsequent Purchaser”d) all other documents, instruments and writings required to have been delivered at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on or prior to the Closing Date and ending on by the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party Company pursuant to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser)Agreement, the Investor including an executed Registration Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and Transfer Agent Instructions, (4) to Twin City (a) stock certificates representing 16.2 Shares, registered in the name of Twin City, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of Twin City, pursuant to which Twin City shall have the rights right at any time and obligationsfrom time to time thereafter through the fifth anniversary of the Closing Date to acquire 3,750 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "TWIN CITY WARRANT"), and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock (5) to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by ▇▇▇▇▇ (a) stock certificates representing 108 Shares, registered in the name of ▇▇▇▇▇, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of ▇▇▇▇▇, pursuant to which ▇▇▇▇▇ shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 25,000 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "▇▇▇▇▇ WARRANT" and collectively with the KA Warrant, the Kohler Warrant, the ▇▇▇▇▇▇ ▇▇▇ Warrant, and the Twin City Warrant, the "WARRANTS"), (c) the legal opinion of Winston & ▇▇▇▇▇▇, outside counsel to the Company, substantially in the form of EXHIBIT C, and (d) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, and the Transfer Agent Instructions; and (B) the Purchasers shall deliver (1) $5,000,000 in United States dollars in immediately available funds by wire transfer of funds to an account designated in writing by the Company in writingfor such purpose, and (b2) surrender of the Bridge Notes all documents, instruments and writings required to have been delivered at or prior to the Company for cancellation Closing Date by the Purchasers pursuant to Section 1.3 or (c) a combination of the foregoingthis Agreement, including, without limitation, an executed Registration Rights Agreement.

The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of up to 20,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $2,000,000. The purchase and sale of the Series B Stock and Note Conversion such securities shall take place at one or more closings (a “Closing”, and the first of such Closingscollectively, the “First Closing”"CLOSING") will take place at the offices of Higham, McConnell & Dunning LLP ("HM&D"), 15, Enterprise, Suite 360, A▇▇▇▇ ▇▇▇jo, ▇▇▇▇▇▇▇nia 92656, immediately following t▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE." (ii) At the Closing, ▇▇ ▇▇▇▇▇the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of such Purchaser, at 12:00 p.m. Pacific Time representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on April 17the signature page to this Agreement by 100, 2009 or at (2) a Common Stock purchase warrant, in the form of Exhibit C, registered in the name of such other time Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WARRANTS"), (3) an executed copy of this Agreement and place an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of Exhibit B (the “Closing Date”). Subject to "REGISTRATION RIGHTS AGREEMENT") and (4) Transfer Agent Instructions, in the terms and conditions set forth in this Agreementform of Exhibit E, executed by the Company may sell up and delivered to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to and acknowledged by the Company, Altira, NGEN 's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and Robeco (B) each a “Subsequent Purchaser shall deliver (1) the purchase price indicated below such Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning 's name on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated in writing by the Company in writingfor such purpose or, (b) surrender with the consent of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or Company, through conversion of outstanding indebtedness, and (c2) a combination an executed copy of the foregoingthis Agreement and Registration Rights Agreement.

The Closing. (a) The Closing. (i) Subject to the terms and conditions set forth ----------- in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 2,083,333 shares of Common Stock (the "Shares") for an aggregate purchase price of ------ $9,000,000. The closing of the purchase and sale of the Series B Stock and Note Conversion Shares (a “the "Closing”, and the first of such Closings, the “First Closing”") will ------- shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, LLP ("▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), 1290 Avenue of the Americas, New York, New York ------------------ 10104, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." ------------ (ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) the number of Shares indicated below each Purchaser's name on the signature page of this Agreement, registered in the name of each such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such --------- Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) two Common Stock purchase warrants, in the ------------------ forms of Exhibit B-1 and Exhibit B-2, respectively, registered in the name of ----------- ----------- such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (collectively, the "Closing Warrants" and together with the ---------------- Adjustable Warrants, the "Warrants"), (4) the legal opinion of ▇▇▇▇▇▇ & -------- ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇outside counsel to the Company, ▇▇ ▇▇▇▇▇substantially in the form of Exhibit ------- C, and (5) all other documents, instruments and writings required to be - delivered at 12:00 p.m. Pacific Time on April 17or prior to the Closing by the Company pursuant to this Agreement, 2009 or at such other time and place as including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of Exhibit D (the “Closing Date”--------- "Registration Rights Agreement"). Subject , and an escrow agreement among the Company, ----------------------------- Cardinal Securities, LLC and The Bank of New York (the "Escrow Agent"), dated ------------ the date hereof (the "Escrow Agreement") in the form of Exhibit E; and (B) each ---------------- --------- Purchaser shall deliver (1) to the terms and conditions set forth Escrow Agent, for delivery in this accordance with the Escrow Agreement, the Company may sell up purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an additional 14,534,884 shares of Series B Stock in account designated for such purpose, pursuant to the aggregate to purchasers acceptable Escrow Agreement, and (2) to the Company, Altiraall documents, NGEN instruments and Robeco (each a “Subsequent Purchaser”) writings required to have been delivered at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on or prior to the Closing Date and ending by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement. (iii) On the second (2/nd/) Trading Day following the date that Company notifies the Purchasers that the Underlying Shares Registration Statement (as defined herein) is first declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to the Purchasers, the number of Shares indicated below each Purchaser's name on the 60th day thereafter (signature page of this Agreement, registered in the “Subsequent Sale Period”). Any name of each such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth hereinPurchaser, and (B) each Subsequent Purchaser shall become a party will deliver to the Escrow Agent, for delivery in accordance with the Escrow Agreement, the purchase price indicated below such Purchaser's name on the signature page to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company United States dollars in immediately available funds by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writingfor such purpose, (b) surrender of the Bridge Notes pursuant to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing.Escrow Agreement

The Closing. (a) The purchase and sale closing of the Series B Stock Repurchase and Note Conversion the Exchange (a the “Closing”) shall be conditioned upon each other, shall occur simultaneously and the first of such Closings, the “First Closing”) will shall take place at the offices of G▇▇▇▇ & G▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇1▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, at 12:00 p.m. Pacific Time on April 17, 2009 the second Business Day following the satisfaction or waiver of all the conditions to the parties’ obligation set forth in Article VI or at such other place, time and place date as the Company and the Investors mutually parties may agree upon in one or more closings (the “Closing Date”). Subject to . (b) At the terms and conditions set forth in this AgreementClosing, the Company may sell up to shall pay the Shareholder an additional 14,534,884 shares of Series B Stock amount in the aggregate to purchasers acceptable cash equal to the CompanyRepurchase Amount against delivery of certificates representing the Repurchase Shares, Altira, NGEN duly endorsed in blank for transfer or accompanied by duly executed stock powers assigning the Repurchase Shares in blank. Payment of the Repurchase Amount shall be in U.S. Dollars and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning shall be made on the Closing Date and ending on by wire transfer of immediately available funds to an account with JPMorganChase designated by the 60th day thereafter Shareholder in writing at least two days prior to the Closing Date. (c) At the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser)Closing, the Investor Rights Agreement, Company shall deliver to the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale Shareholder certificates representing newly issued shares of Series B D Preferred Stock to one against delivery of certificates representing the shares of Series A Preferred Stock not repurchased in the Repurchase, duly endorsed in blank for transfer or more Subsequent Purchasers during accompanied by duly executed stock powers assigning such shares of Series A Preferred Stock in blank. (d) On the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereofDate, the Company will execute and deliver to each Investor a certificate representing the number Rights Agent (as defined in the Rights Plan) the Amended and Restated Rights Plan in substantially the form attached hereto as Exhibit B (the “Rights Plan”). Each of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery Parent and Shareholder consent to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated execution and delivery by the Company in writing, (b) surrender of the Bridge Notes to Rights Plan on the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoingClosing Date.

The Closing. The purchase One business day after the Election Deadline (as defined in the Plan) and sale following the Company's determination of the Series B Stock number of Additional Shares that it desires to issue, if any, the Company shall notify the Purchaser of the number of Standby Shares, if any, to be purchased by the Purchaser pursuant to Sections 1(b) and Note Conversion 1(c). Three business days after the Election Deadline (a “Closing”the "Payment Date"), the Purchaser shall deliver to National Bank of Southern California or its successor, as escrow agent (the "Escrow Agent"), payment of the Subscription Price for the Standby Shares and the first of such ClosingsMinimum Shares (the "Subscription Payment"). The Subscription Payment will be held by the Escrow Agent in an escrow account pursuant to an escrow agreement to be entered into among the Company, the “First Closing”) will take place at Escrow Agent and the offices Purchaser (and other purchasers of ▇▇▇▇shares of Common Stock pursuant to the other Standby Stock Purchase Agreements), substantially in the form of Exhibit 1 hereto. The Purchaser shall deliver the Subscription Payment to the Escrow Agent either by certified or official bank check in next day funds or by wire transfer. If the Purchaser chooses to deliver the Subscription Payment by certified or official bank check, the Purchaser shall deliver the certified or official bank check to the following address: National Bank of Southern California Escrow Division, Escrow #011864-GG, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. If the Purchaser chooses to deliver the Subscription Payment by wire transfer, (i) the Purchaser shall call either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Mess at 12:00 p.m. Pacific Time on April 17, 2009 (▇▇▇) ▇▇▇-▇▇▇▇ or at such other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”▇▇▇) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning ▇▇▇-▇▇▇▇ on the Closing Payment Date and ending on (ii) the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (ensure that [his/her] wire clearly indicates [his/her name] and Exhibit A hereto shall be amended to include such Subsequent Purchaser), that the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer is made: To: National Bank of funds to an account designated by the Company in writingSouthern California ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, (b) surrender ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Account Number: ▇▇▇▇▇▇▇▇ ABA/Routing Number: ▇▇▇▇-▇▇▇▇-▇ Account Name: National Bank of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing.Southern California Escrow Division Trust Account Escrow Number: 011864-GG

The Closing. The purchase and sale of closing (the Series B Stock and Note Conversion (a “Closing”, and the first of such Closings, the “First Closing”"CLOSING") will under this Agreement shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇McCutchen, Doyle, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇L.L.P., ▇▇▇▇▇ ▇▇▇▇Palo Alto, ▇▇ ▇▇▇▇▇within 5 business days after the satisfaction (or waiver by the party entitled to waive) of all conditions stated in Sections 6 and 7, at 12:00 p.m. Pacific Time on April 17, 2009 or at such other time and place or on such other date as the parties may agree in writing. At the Closing: (a) The Company may pay each Holder of Preferred Stock the amount of accrued unpaid dividends on its Preferred Stock. (b) Each Management Holder shall contribute to CNO the shares of Stock and/or Warrants, if any, owned by him and designated by him in writing on or before November 3, 1998 as Contribution Shares (collectively, the Investors mutually agree upon in "CONTRIBUTION SHARES"), and shall deliver to CNO one or more closings certificates for the Contribution Shares duly endorsed or accompanied by duly executed stock powers, in the case of shares of Preferred Stock or Common Stock, or the original Warrants accompanied by appropriate instruments of transfer, in each case free and clear of all Third-Party Rights and in good order for transfer. (c) Each Holder shall sell to CHC: (i) the “Closing Date”)shares of Preferred Stock and Common Stock listed opposite its, his or her name in the Primary Shares column of SCHEDULE 1.1, other than any thereof which have been designated as Contribution Shares pursuant to Section 1.1(b) and (ii) the Warrants listed opposite its, his or her name in the Warrants column of SCHEDULE 1. 1. Subject The shares of Common Stock transferred, and the shares of Common Stock subject to the terms and conditions set forth in Warrants transferred, pursuant to this Agreement, Section 1.1(c) are herein collectively referred to as the Company may sell up "SALE SHARES." Each Holder of Sale Shares shall deliver to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) CHC at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during certificates for its, his or her Sale Shares duly endorsed or accompanied by duly executed stock powers, in the Subsequent case of shares of Preferred Stock or Common Stock, or the original Warrants accompanied by appropriate instruments of transfer, in each case free and clear of all Third-Party Rights and in good order for transfer. The Sale Period Shares and the Contribution Shares are herein collectively called the "SHARES." SCHEDULE 1.1 sets forth, for each class of Stock and Stock Rights held by each Holder the associated number of fully-diluted shares (the "FULLY-DILUTED SHARES") of Common Stock. The proportion of the Fully-Diluted Shares associated with the Sale Shares is herein called the "SALE PROPORTION" and the proportion associated with the Contribution Shares is herein called the "CONTRIBUTION PROPORTION." The Sale Shares are further subdivided in SCHEDULE 1.1 into "CASH SALE SHARES" and "NOTE SALE SHARES." The proportion of the Fully-Diluted Shares associated with the Cash Sale Shares is herein called the "CASH SALE PROPORTION" and the proportion of the Fully-Diluted Shares associated with the Note Sale Shares is herein called the "NOTE SALE PROPORTION." (d) The sale and contribution provided for in Sections 1.1(b) and (c) shall also convey, without any further instrument or action being required therefor, the Holder's rights to any distributions or any other rights of any kind with respect to the Shares remaining after any dividend paid pursuant to Section 1.1(a). (e) Neither CNO nor CHC nor any Holder shall be a Closing for purposes of obligated to purchase, accept, sell or contribute any Shares unless all Shares are purchased and sold or contributed and accepted pursuant to this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with . (f) CHC and CNO shall transfer the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject Closing Acquisition Consideration to the terms Holders in accordance with Section 1.3. (g) Each Holder and conditions hereof, the Company will deliver to each Investor enter into a certificate representing mutual release of claims in the number form of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to EXHIBIT A. (h) Each Holder, CNO and CHC will enter into an escrow agreement in the Company by such Investor form of EXHIBIT B (the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (b) surrender of the Bridge Notes to the Company for cancellation pursuant to Section 1.3 or (c) a combination of the foregoing"ESCROW AGREEMENT").

The Closing. (a) The closing of the purchase and sale of the Series B Stock and Note Conversion Securities (a “as defined below) (the "Closing”, and the first of such Closings, the “First Closing”") will shall take place at the offices of Kronish Lieb ▇▇▇n▇▇ & ▇ell▇▇▇, ▇▇P, 1114 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇-▇▇▇▇, ▇▇▇ ▇▇▇▇▇mediately following the execution hereof or such later date or different location as the parties shall agree in writing, ▇▇▇▇▇ ▇▇▇▇but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Closing is hereinafter referred to as the "Closing Date." At the Closing, ▇▇ ▇▇▇▇▇the Company shall sell and issue to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, an aggregate principal amount of 2 3 $4,000,000 of Debentures and Warrants to purchase up to 340,000 shares of Common Stock for an aggregate purchase price of $4,000,000 (the "Purchase Price"). (b) At the Closing (a) the Company shall deliver to each Purchaser (1) Debentures (in definitive form) in the denominations specified on Schedule 1 attached hereto, each registered in the name of such Purchaser, (2) a warrant agreement representing the Warrants purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, registered in the name of such Purchaser, (3) and all other documents, instruments and writings required to have been delivered at 12:00 p.m. Pacific Time on April 17or prior to the Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, 2009 or at such other time dated the date hereof, by and place as among the Company and the Investors mutually agree upon Purchasers, in one or more closings the form of Exhibit C annexed hereto (the “Closing Date”"Registration Rights Agreement"). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as those set forth herein, and (b) each Subsequent Purchaser shall become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor the portion of the full Purchase Price Per Share for such shares of Series B Stock at such Closingset forth next to its name on Schedule 1, paid in United States dollars in immediately available funds by (a) wire transfer of funds to an account designated in writing by the Company in writing, (b) surrender of the Bridge Notes for such purpose on or prior to the Company for cancellation Closing Date, and all documents, instruments and writings required to have been delivered at or prior to the Closing by such Purchaser pursuant to Section 1.3 or (c) a combination of this Agreement and the foregoingRegistration Rights Agreement.