Common use of The Initial Closing Clause in Contracts

The Initial Closing. Subject to the terms and conditions of this Agreement, the initial closing (the “Initial Closing”) of the sale and purchase of 7,500,000 Shares under this Agreement shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (or remotely via the exchange of documents and signatures) on a date mutually agreed to by the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing: (a) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver to the Initial Purchasers 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 due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (f) the Company shall deliver to the Initial Purchasers a Certificate of the Secretary or Assistant 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 delivered by the Company at the Initial Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel for the Company, shall deliver to the Initial Purchasers an opinion, dated the Initial Closing Date, in substantially the form attached hereto as Exhibit G; (h) the Company shall deliver to the Initial Purchasers a Certificate of the President of the Company certifying that (i) each of the representations and warranties made by the Company in Section 3 hereof is true and correct as of the Initial Closing Date as if then made, except to the extent that such representations and warranties were made as of a specific date; and (ii) the Company has performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Initial Closing; (i) the Company shall deliver to each Initial Purchaser a certificate for the Shares being purchased at the Initial Closing by such Initial Purchaser, registered in the name of such Initial Purchaser; and (j) each Initial Purchaser shall pay to the Company, by wire transfer of immediately available funds, the Purchase Price for the Shares being purchased at the Initial Closing by such Initial Purchaser.

The Initial Closing. Subject to the terms and conditions of this Agreement, the initial closing (the “Initial Closing”) Closing of the sale and purchase of 7,500,000 Shares the Class A Units under this Agreement shall take place at the offices of ▇▇Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (, simultaneously with the execution and delivery hereof or remotely via the exchange of documents such other time and signatures) on a date place as mutually agreed to by between the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date Purchaser (the “Initial Closing Date”). Prior The conditions to or at the execution of this Agreement and/or the Initial ClosingClosing are as follows: (a) On or before the Company and Initial Closing Date, the other parties named therein Company, along with the holders of its outstanding Class A Units, as members of the Company, shall execute and deliver the Fourth Second Amended and Restated Investor Rights Operating Agreement to the Purchaser, in the form attached hereto as Exhibit D A (the “Investor Rights Amended & Restated Operating Agreement”); (b) On or before the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) Initial Closing Date, the Company shall deliver to the Initial Purchasers certificatesPurchaser certificates or other reasonably satisfactory confirmation, as of the most recent practicable dates, (i) dates 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 due qualification of the Company as a foreign corporation issued by the Commonwealth of MassachusettsNew York; (ec) On or before the Initial Closing Date, the Company shall deliver to the Initial Purchasers Purchaser the Certificate Articles of Incorporation Organization of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment)Date, which, if it is reasonably practicable to do so, shall be certified by the Secretary of State of the State of DelawareNew York; (fd) Upon the execution of this Agreement, the Company shall deliver to the Initial Purchasers Purchaser a Certificate of the Secretary or Assistant Secretary of the Company attesting as to (i) the By-laws of the Company; (iiA) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company at the Initial Closing; , and (iiiB) resolutions of the Board of Directors and stockholders those members of the CompanyCompany whose authorization and approval is required under the Operating Agreement, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (ge) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLPUpon the execution of this Agreement, counsel for the Company, shall deliver to the Initial Purchasers an opinion, dated the Initial Closing Date, in substantially the form attached hereto as Exhibit G; (h) the Company shall deliver to the Initial Purchasers Purchaser a Certificate of the President Certificate, executed by an officer and/or managing member of the Company certifying and dated as of the Initial Closing representing that (i) each representation and warranty of the representations and warranties made by the Company contained in Section 3 hereof is shall be true and correct complete on and as of the date of the Initial Closing Date with the same effect as if then made, except to the extent that though such representations representation and warranties were warranty had been made on and as of that date (for purposes of clarity, the Purchaser shall not be required to consummate the purchase of the Class A Units at the Initial Closing if there is a specific date; and material adverse change to any representation or warranty on the date of the Initial Closing), (ii) all consents and approvals required to be obtained by the Company has performed have been obtained, and complied with (iii) all agreements and closing conditions contained in this Agreement required to be performed or complied with by the Company prior to or at have been performed as of the Initial Closing; (if) Within one business day following the Initial Closing Date, the Company shall deliver to each Initial the Purchaser a certificate for representing 5,000,000 Class A Units. (g) Upon the Shares being purchased execution of this Agreement, the Purchaser shall deliver to the Company a Certificate of the Secretary of the Purchaser attesting as to (A) the signatures and titles of the officers of the Purchaser executing this Agreement or any of the other agreements to be executed and delivered by the Purchaser at the Initial Closing Closing, and (B) resolutions of the Board of Directors of the Purchaser whose authorization and approval is required under its certificate of incorporation, bylaws and other documents and agreements to which it is a party or by such Initial Purchaser, registered which it is bound authorizing and approving all matters in connection with this Agreement and the name of such Initial Purchaser; and (j) each Initial Purchaser shall pay to the Company, by wire transfer of immediately available funds, the Purchase Price for the Shares being purchased at the Initial Closing by such Initial Purchaser.transactions contemplated hereby;

The Initial Closing. Subject to (i) The closing of the terms purchase and conditions sale of this Agreement, the initial closing Initial Securities (as defined below) (the “"Initial Closing”") of the sale and purchase of 7,500,000 Shares under this Agreement shall take place at the offices of Freshman, Marantz, Orlanski, Coop▇▇ & ▇lei▇, ▇▇00 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇h ▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ (or remotely via the exchange of documents and signatures) on a date mutually agreed to by the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing: (a) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver to the Initial Purchasers 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 due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (f) the Company shall deliver to the Initial Purchasers a Certificate of the Secretary or Assistant 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 delivered by the Company at the Initial Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLPmediately following the execution hereof or such later date or different location as the parties shall agree in writing, counsel for the Company, shall deliver but not prior to the Initial Purchasers an opinion, dated date that the Initial Closing Date, conditions set forth in substantially the form attached hereto as Exhibit G; (h) the Company shall deliver to the Initial Purchasers a Certificate of the President of the Company certifying that (i) each of the representations and warranties made Section 4.1 have been satisfied or waived by the Company in Section 3 hereof is true and correct as appropriate party. The date of the Initial Closing Date is hereinafter referred to as if then madethe "Initial Closing Date." At the Initial Closing, except the Company shall sell and issue to the extent that such representations Purchasers, and warranties were made as the Purchasers shall, severally and not jointly, purchase from the Company, an aggregate principal amount of a specific date; $500,000 of Debentures and Warrants to purchase up to 50,000 shares of Common Stock (the "Initial Securities") for an aggregate purchase price of $500,000 (the "Initial Purchase Price"). (ii) the Company has performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at At the Initial Closing; Closing (ia) the Company shall deliver to each Initial 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 certificate for warrant agreement representing the Shares being purchased at Warrants included in the Initial Closing Securities (the "Initial Warrants") purchased by such Initial 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 or prior to the Initial Purchaser; and Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit C annexed hereto (jthe "Registration Rights Agreement"), and (b) each Initial Purchaser shall pay deliver to the CompanyCompany the portion of the Initial Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer of immediately available fundsto an account designated in writing by the Company for such purpose on or prior to the Initial Closing Date, the Purchase Price for the Shares being purchased and all documents, instruments and writings required to have been delivered at or prior to the Initial Closing by such Initial PurchaserPurchaser pursuant to this Agreement and the Registration Rights Agreement.

The Initial Closing. Subject to (i) The closing of the terms purchase and conditions sale of this Agreement, the initial closing Initial Securities (as defined below) (the “"Initial Closing”") of the sale and purchase of 7,500,000 Shares under this Agreement shall take place at the offices of Stroock & Stroock & Lava▇ ▇▇▇, 180 ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (mediately following the execution hereof or remotely via such later date or different location as the exchange of documents and signatures) on a parties shall agree in writing, but not prior to the date mutually agreed to by the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions conditions set forth in this Section 2.1 on 4.1 have been satisfied or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing: (a) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver to the Initial Purchasers certificates, as of the most recent practicable dates, (i) as to the corporate good standing of the Company issued waived by the Secretary of State of the State of Delaware and (ii) as to the due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as appropriate party. The date of the Initial Closing Date (including is hereinafter referred to as the Certificate of Amendment)"Initial Closing Date." At the Initial Closing, certified by the Secretary of State of the State of Delaware; (f) the Company shall deliver sell and issue to the Initial Purchasers, and the Purchasers a Certificate of the Secretary or Assistant Secretary of the Company attesting as to (i) the By-laws of shall, severally and not jointly, purchase from the Company; , an aggregate principal amount of $850,000 of Debentures and Warrants to purchase up to 85,000 shares of Common Stock (the "Initial Securities") for an aggregate purchase price of $850,000 (the "Initial Purchase Price"). (ii) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company at the Initial Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel for the Company, shall deliver to the Initial Purchasers an opinion, dated At the Initial Closing Date, in substantially the form attached hereto as Exhibit G; (h) the Company shall deliver to the Initial Purchasers a Certificate of the President of the Company certifying that (i) each of the representations and warranties made by the Company in Section 3 hereof is true and correct as of the Initial Closing Date as if then made, except to the extent that such representations and warranties were made as of a specific date; and (ii) the Company has performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Initial Closing; (ia) the Company shall deliver to each Initial 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 certificate for warrant agreement representing the Shares being purchased at Warrants included in the Initial Closing Securities (the "Initial Warrants") purchased by such Initial 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 or prior to the Initial Purchaser; and Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit C annexed hereto (jthe "Registration Rights Agreement"), and (b) each Initial Purchaser shall pay deliver to the CompanyCompany the portion of the Initial Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer of immediately available fundsto an account designated in writing by the Company for such purpose on or prior to the Initial Closing Date, the Purchase Price for the Shares being purchased and all documents, instruments and writings required to have been delivered at or prior to the Initial Closing by such Initial PurchaserPurchaser pursuant to this Agreement and the Registration Rights Agreement.

The Initial Closing. Subject to the terms and conditions of this Agreement, the (a) The initial closing of the purchase and sale of the Securities (the “"Initial Closing”") of the sale and purchase of 7,500,000 Shares under this Agreement shall take place at the offices of Lind▇▇▇▇▇ & ▇enn▇▇ ▇.▇.L.P., 4200 IDS Center, 80 S▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (or remotely via the exchange of documents and signatures) on a date mutually agreed to by the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing: (a) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver to the Initial Purchasers 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 due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (f) the Company shall deliver to the Initial Purchasers a Certificate of the Secretary or Assistant 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 delivered by the Company at the Initial Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ultaneous with the closing of the transactions contemplated by the Agreement and ▇▇▇▇ LLPPlan of Merger, counsel for of even date herewith, among the Company, shall deliver to IFT West Acquisition Company (the Initial Purchasers an opinion"Merger Sub"), dated International Flex Holdings, Inc. ("IFH") and the Initial Closing Dateshareholders of IFH (the "Merger Agreement") and the Stock Purchase Agreement (the "Stock Purchase Agreement"), in substantially the form attached hereto as Exhibit G; (h) of even date herewith, among the Company shall deliver to and the Initial Purchasers a Certificate of the President of the Company certifying that (i) each of the representations and warranties made by the Company in Section 3 hereof is true and correct as purchasers named therein. The date of the Initial Closing Date is hereinafter referred to as if then made, except to the extent that such representations and warranties were made as of a specific date; and "Initial Closing Date." (iib) the Company has performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at At the Initial Closing;: (i1) the Company shall deliver to each Purchaser, (A) Notes in the principal amount set forth below the name of such Purchaser on Schedule I attached hereto, dated the Initial Closing Date and duly executed by the Company; (B) the number of Warrants set forth below the name of such Purchaser a certificate for on Schedule I attached hereto, dated the Shares being purchased Initial Closing Date and duly executed by the Company; and (C) all other documents, instruments and writings required to have been delivered at or prior to the Initial Closing by such Initial Purchaserthe Company to the Purchasers pursuant to this Agreement, registered in and (2) each Purchaser shall deliver to the Company the purchase price set forth below the name of such Initial Purchaser; and (j) each Initial Purchaser shall pay to the Company, on Schedule I attached hereto by wire transfer of immediately available funds, same day funds to an account designated by the Purchase Price for the Shares being purchased at Company in writing two business days before the Initial Closing by such Initial PurchaserClosing.

The Initial Closing. Subject The Company’s obligation to complete the purchase and sale of the Initial Securities and deliver certificates representing the Initial Securities to the terms and conditions of this Agreement, the initial closing (the “Initial Closing”) of the sale and purchase of 7,500,000 Shares under this Agreement shall take place Purchaser at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (or remotely via the exchange of documents and signatures) on a date mutually agreed to by the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing: (a) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver subject to the Initial Purchasers certificatesfollowing conditions, as any one or more of which may be waived by the most recent practicable dates, Company: (i) as to receipt by the corporate good standing Company of same-day funds in the full amount of the Company issued by the Secretary of State of the State of Delaware and (ii) as to the due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to purchase price for the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (f) the Company shall deliver to the Initial Purchasers a Certificate of the Secretary or Assistant Secretary of the Company attesting as to (i) the By-laws of the CompanySecurities being purchased hereunder; (ii) the signatures and titles of the officers of the Company executing this Agreement simultaneously with, or any of the other agreements to be executed and delivered by the Company at prior to, the Initial Closing, the Company shall have sold shares of Common Stock and Warrants to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of $11 million, which shares of Common Stock and Warrants shall be sold to such third party purchasers on the same terms and conditions as are set forth herein; (iii) the sale of the Initial Securities shall not be prohibited by any law or governmental law or governmental order or regulation, including the American Stock Exchange; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel for the Company, shall deliver to the Initial Purchasers an opinion, dated the Initial Closing Date, in substantially the form attached hereto as Exhibit G; (hiv) the Company shall deliver to the Initial Purchasers a Certificate of the President of the Company certifying that (i) each accuracy in all material respects of the representations and warranties made by the Company in Section 3 hereof is true and correct as of the Initial Closing Date Purchaser (as if then made, except to the extent that such representations and warranties were made on the Initial Closing Date) and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Initial Closing. The Purchaser’s obligation to accept delivery of such certificates and to pay for the Initial Securities evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Placement Agent after consultation with the Purchaser: (i) the accuracy in all material respects of the representations and warranties of the Company made herein as of a specific datethe Initial Closing Date; and (ii) the delivery to the Purchaser by counsel to the Company has performed of a legal opinion in form and complied with substance reasonably satisfactory to counsel to the Placement Agent; (iii) the execution of those certain Lock-up Agreements attached hereto as Exhibits C-1 and C-2, (iv) the fulfillment in all agreements and conditions contained in this Agreement required material respects of those undertakings of the Company to be performed or complied with by the Company fulfilled prior to or at the Initial Closing; ; and (iv) simultaneously with the Initial Closing, the Company shall deliver have sold shares of Common Stock and Warrants to each Initial Purchaser a certificate for third party purchasers, who are not acting in concert with the Shares being purchased at the Initial Closing by such Initial Purchaser, registered in for an aggregate minimum of $11 million, which shares of Common Stock and Warrants shall be sold to such third party purchasers on the name of such Initial Purchaser; and (j) each Initial Purchaser shall pay to the Company, by wire transfer of immediately available funds, the Purchase Price for the Shares being purchased at the Initial Closing by such Initial Purchasersame terms and conditions as are set forth herein.

The Initial Closing. Subject The Company agrees to issue and sell to the terms Purchasers, and conditions the Purchasers agree to purchase from the Company, at an aggregate purchase price of $45,000,000 (the “Initial Purchase Price”), an aggregate of 4,000,000 shares of Common Stock (the “Initial Closing Shares”), in accordance with the schedule attached hereto as Schedule A-1, on the date of this Agreement, Agreement (such date is referred to herein as the initial “Initial Closing Date” and the closing (of such sale and purchase is referred to herein as the “Initial Closing”) of the sale and purchase of 7,500,000 Shares under this Agreement ). The Initial Closing shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (or remotely via the exchange of documents signatures and signaturesdocuments) on a date mutually agreed simultaneously with the execution of this Agreement. At the Initial Closing, subject to by the terms and conditions of this Agreement: (i) the Company shall deliver to the Purchasers the Disclosure Schedule; (ii) the Company and Mundipharma International Corporation Limited shall execute and deliver the Initial Purchasers, provided that Global Strategic Alliance Agreement; (iii) the Company and Purdue Pharmaceutical Products L.P. shall execute and deliver the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing:FAAH U.S. Strategic Alliance Agreement; (aiv) the Company and the other parties named therein Purchasers shall execute and deliver the Fourth Amended Line of Credit Agreement; provided, however, that the Company shall not have the right to cause loans to be made pursuant to the Line of Credit Agreement until the later of (A) April 1, 2009 and Restated Investor (B) the Second Closing; provided, further, that if the Second Closing shall not occur as a result of Purchasers’ termination of this Agreement with respect to the Second Closing pursuant to Section 8.1(c) because the condition set forth in Section 7.3(c) has occurred, the Company shall have the right to cause loans to be made pursuant to the Line of Credit Agreement as of the later of (A) April 1, 2009 and (B) the date of such termination; (v) the Company shall deliver to the Purchasers a copy of the Second Amendment to Rights Agreement Agreement, dated as of the date hereof (the “Second Amendment to Rights Agreement”), in the form attached hereto as Exhibit D (the “Investor Rights Agreement”)A; (bvi) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver to the Initial Purchasers 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 due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (f) the Company shall deliver to the Initial Purchasers a Certificate of the Secretary or Assistant 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 delivered by the Company at the Initial Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLPWilmerHale, counsel for the Company, shall deliver to the Initial Purchasers an opinion, dated the Initial Closing Date, in substantially the form attached hereto as Exhibit GB; (h) the Company shall deliver to the Initial Purchasers a Certificate of the President of the Company certifying that (i) each of the representations and warranties made by the Company in Section 3 hereof is true and correct as of the Initial Closing Date as if then made, except to the extent that such representations and warranties were made as of a specific date; and (ii) the Company has performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Initial Closing; (ivii) the Company shall deliver to each Initial Purchaser of the Purchasers a certificate for the Shares being purchased at the number of Initial Closing by Shares set forth opposite such Initial Purchaser’s name on Schedule A-1, registered in the name of such Initial Purchaser; and (jviii) each Initial Purchaser the Purchasers shall pay to the Company, by wire transfer of immediately available fundsfunds to an account or accounts designated by the Company, the Initial Purchase Price for the Initial Closing Shares being purchased at the Initial Closing by each such Initial PurchaserPurchaser in accordance with Schedule A-1.

The Initial Closing. Subject to the terms The purchase and conditions of this Agreement, the initial closing (the “Initial Closing”) sale of the sale and purchase of 7,500,000 Shares under this Agreement Initial Note shall take place at the Initial Closing to be held at the offices of ▇▇▇▇▇Pillsbury Winthrop LLP, 5▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ (or remotely via the exchange of documents and signatures) on a date mutually agreed to by the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing: (a) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver to the Initial Purchasers 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 due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (f) the Company shall deliver to the Initial Purchasers a Certificate of the Secretary or Assistant 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 delivered by the Company at the Initial Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ on or before December 31, 2002 or at such other time as shall be agreed in writing by the Company and ▇▇▇▇ LLP, the Lender. The obligation of the Lender to purchase an Initial Note at the Initial Closing shall be subject to satisfaction or waiver of each of the conditions set forth in this Section 8.1: 8.1.1 The Company shall have performed and complied with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the Closing Date for the Initial Closing; 8.1.2 The Company shall have duly issued and delivered the Initial Note and the Warrant related thereto to the Lender as provided by this Agreement; 8.1.3 The Lender and Silicon Valley Bank shall have executed and delivered the Subordination Agreement. 8.1.4 The Lender and its special counsel shall have received copies of the following supporting documents: (i) copies of the Company’s Certificate of Incorporation certified as of a recent date by the Delaware Secretary of State; (ii) a certificate of good standing for the Company certified as of a recent date by the Delaware Secretary of State; and (iii) a certificate of the Secretary of the Company, shall deliver to dated as of the Initial Purchasers an opinion, dated date on which the Initial Closing Date, in substantially the form occurs and certifying that attached hereto as Exhibit G; (h) the Company shall deliver to the Initial Purchasers thereto is a Certificate true and complete copy of the President Bylaws of the Company certifying as in effect on the date of that (i) each certification; 8.1.5 All corporate and other proceedings to be taken by the Company in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to the Lender and its special counsel; and 8.1.6 The Company shall have delivered a certificate to the Lender signed by the Chief Financial Officer of the Company stating that the representations and warranties made by the Company in Section 3 hereof is this Agreement are true and correct in all material respects as of such date and that no Event of Default exists or would be caused by consummation of the Initial Closing Date as if then made, except to the extent that such representations and warranties were made as of a specific date; and (ii) the Company has performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Initial Closing; (i) the Company shall deliver to each Initial Purchaser a certificate for the Shares being purchased at the Initial Closing by such Initial Purchaser, registered in the name of such Initial Purchaser; and (j) each Initial Purchaser shall pay to the Company, by wire transfer of immediately available funds, the Purchase Price for the Shares being purchased at the Initial Closing by such Initial Purchaser.

The Initial Closing. Subject to The issue, purchase and sale of the terms and conditions of this Agreement, the initial closing Initial Shares (the “Initial Closing”) of the sale and purchase of 7,500,000 Shares under this Agreement shall will take place at the offices of ▇▇▇▇▇▇ De Brauw Blackstone Westbroek N.V., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ , as soon as practicable and no later than the date that is three (3) Business Days after satisfaction or waiver of the Specified Initial Closing Conditions (or remotely via if the exchange of documents and signaturesEGM has not occurred by such date, the date designated by Investor in writing that is not later than three (3) Business Days after the EGM), or at such other place or on a such other date mutually agreed to by or in such other manner as the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers Parties may agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date writing (the “Initial Closing Date”). Prior to or at The Initial Closing may occur on the same date and simultaneously with the Additional Closing. At the Initial Closing: (ai) Investor will (A) execute and deliver to the Company all Initial Transaction Documents requiring Investor’s signature (other than the Signing Agreements), (B) deliver the Initial Shares Price to an escrow account (the “Escrow Account”), at the London office of Citibank International plc or such other financial institution as the Parties may mutually designate (the “Escrow Holder”), which Escrow Holder shall hold the Initial Shares Price for the account of the Investor until the execution by the Civil Law Notary of the Deeds of Issue, upon which execution the Escrow Holder shall hold the Initial Shares Price for the account of the Company and shall transfer the Initial Shares Price from the Escrow Account to an account designated by the Company in written instructions delivered to Escrow Holder with a copy to Investor at least three (3) Business Days prior to the Initial Closing all in accordance with an escrow agreement to be entered into by the Parties and the Escrow Holder (the “Escrow Agreement”) and (C) deliver to the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver to the Initial Purchasers certificatesCivil Law Notary an executed and, 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 due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (f) the Company shall deliver to the Initial Purchasers a Certificate of the Secretary or Assistant 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 delivered by the Company at the Initial Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel for the Company, shall deliver to the Initial Purchasers an opinion, dated the Initial Closing Date, in substantially the form attached hereto as Exhibit G; (h) the Company shall deliver to the Initial Purchasers a Certificate of the President of the Company certifying that (i) each of the representations and warranties made by the Company in Section 3 hereof is true and correct as of the Initial Closing Date as if then made, except to the extent that such representations and warranties were made as required by the Civil Law Notary, apostilled Power of a specific date; and Attorney; (ii) the Company has performed will (A) execute and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Initial Closing; (i) the Company shall deliver to each Investor all Initial Purchaser a certificate Transaction Documents requiring the Company’s signature (other than the Signing Agreements), (B) deliver to Investor the certificates contemplated by Section 5.1(f) and Section 5.1(g) for the Shares being purchased at the Initial Closing and (C) deliver to Investor and the Civil Law Notary an executed and, to the extent required by such Initial Purchaserthe Civil Law Notary, registered in the name apostilled Power of such Initial PurchaserAttorney; and (jiii) each following completion of the actions set forth in clauses (i) and (ii), the Company and Investor will cause the Civil Law Notary to execute the Deeds of Issue, pursuant to which deed the Company will issue the Initial Purchaser shall pay Shares to the CompanyStichting, by wire transfer and the Company will register the issuance of immediately available funds, the Purchase Price for the Shares being purchased at the Initial Closing by Shares to the Stichting in the Company’s shareholders register and deliver confirmation of such registration to Investor and the Parties shall cause the Stichting to deliver to Investor (or its Investor Designee) Depositary Receipts in respect of the Initial PurchaserShares pursuant to the Stichting Documentation.

The Initial Closing. Subject to (i) The closing of the terms purchase and conditions sale of this Agreement, the initial closing Initial Securities (as defined below) (the “"Initial Closing”") of the sale and purchase of 7,500,000 Shares under this Agreement shall take place at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and ▇, ▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (immediately following the execution hereof or remotely via such later date or different location as the exchange of documents and signatures) on a parties shall agree in writing, but not prior to the date mutually agreed to by the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions conditions set forth in this Section 2.1 on 4.1 have been satisfied or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing: (a) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver to the Initial Purchasers certificates, as of the most recent practicable dates, (i) as to the corporate good standing of the Company issued waived by the Secretary of State of the State of Delaware and (ii) as to the due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as appropriate party. The date of the Initial Closing Date (including is hereinafter referred to as the Certificate of Amendment)"Initial Closing Date." At the Initial Closing, certified by the Secretary of State of the State of Delaware; (f) the Company shall deliver sell and issue to the Initial Purchasers, and the Purchasers a Certificate of the Secretary or Assistant Secretary of the Company attesting as to (i) the By-laws of shall, severally and not jointly, purchase from the Company; , (A) an aggregate principal amount of $3,280,000 of Debentures (the "Initial Debentures"), (B) 760,000 shares of Common Stock (the "Initial Shares") and (C) Warrants to purchase up to 3,600,000 shares of Common Stock (the "Initial Warrants" and together with the Initial Debentures and Initial Shares, the "Initial Securities") for an aggregate purchase price of $4,800,000 (the "Initial Purchase Price"). (ii) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company at the Initial Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel for the Company, shall deliver to the Initial Purchasers an opinion, dated At the Initial Closing Date, in substantially the form attached hereto as Exhibit G; (h) the Company shall deliver to the Initial Purchasers a Certificate of the President of the Company certifying that (i) each of the representations and warranties made by the Company in Section 3 hereof is true and correct as of the Initial Closing Date as if then made, except to the extent that such representations and warranties were made as of a specific date; and (ii) the Company has performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by the Company prior to or at the Initial Closing; (ia) the Company shall deliver to each Purchaser (1) Initial Purchaser a certificate for Debentures (in definitive form) in the Shares being purchased at denominations specified on Schedule 1 attached hereto, each registered in the name of such Purchaser, (2) one or more certificates representing the Initial Closing Shares purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, each registered in the name of such Purchaser (3) a warrant agreement representing the Initial 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, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Initial Purchaser; and Closing by the Company pursuant to this Agreement and the Registration Rights Agreement dated the date hereof by and among the Company and the Purchasers, in the form of Exhibit D annexed hereto (jthe "Registration Rights Agreement"), and (b) each Initial Purchaser shall pay deliver to the CompanyCompany the portion of the Initial Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer of immediately available fundsto an account designated in writing by the Company for such purpose on or prior to the Initial Closing Date, the Purchase Price for the Shares being purchased and all documents, instruments and writings required to have been delivered at or prior to the Initial Closing by such Initial PurchaserPurchaser pursuant to this Agreement and the Registration Rights Agreement.

The Initial Closing. Subject The obligation of the Company to issue and sell the Initial Preferred Shares and the Warrants to each Buyer at the Initial Closing is subject to the terms and conditions satisfaction, at or before the Initial Closing Date, of this Agreement, the initial closing (the “Initial Closing”) each of the sale following conditions, provided that these conditions are for the Company's sole benefit and purchase of 7,500,000 Shares under this Agreement shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (or remotely via the exchange of documents and signatures) on a date mutually agreed to may be waived by the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or at any time in its sole discretion by providing each Buyer with prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closingwritten notice thereof: (ai) Such Buyer shall have executed each of the Company Transaction Documents to which it is a party and delivered the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”); (d) the Company shall deliver same to the Initial Purchasers 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 Company. (ii) as to the due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts; (e) the Company shall deliver to the Initial Purchasers the The Certificate of Incorporation of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment), certified by Designations shall have been filed with the Secretary of State of the State of Delaware; (fiii) Such Buyer shall have delivered to the Company shall deliver the Purchase Price (less in the case of Portside Growth & Opportunity Fund, the amounts withheld pursuant to Section 4(l)) for the Initial Purchasers a Certificate of Preferred Shares and the Secretary or Assistant 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 delivered Warrants being purchased by the Company such Buyer at the Initial Closing; and (iii) resolutions Closing by wire transfer of immediately available funds pursuant to the Board of Directors and stockholders of wire instructions provided by the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby;. (giv) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel for the Company, shall deliver to the Initial Purchasers an opinion, dated the Initial Closing Date, in substantially the form attached hereto as Exhibit G; (h) the Company shall deliver to the Initial Purchasers a Certificate of the President of the Company certifying that (i) each of the The representations and warranties made by the Company in Section 3 hereof is of such Buyer shall be true and correct as of the date when made and as of the Initial Closing Date as if then made, though made at that time (except to the extent that such for representations and warranties were made that speak as of a specific date; ), and (ii) the Company has performed such Buyer shall have performed, satisfied and complied with all the covenants, agreements and conditions contained in this Agreement required by the Transaction Documents to be performed performed, satisfied or complied with by the Company such Buyer at or prior to or at the Initial Closing; (i) the Company shall deliver to each Initial Purchaser a certificate for the Shares being purchased at the Initial Closing Date. (v) Such Buyer shall have delivered to the Company such other documents relating to the transactions contemplated by such Initial Purchaser, registered this Agreement as the Company or its counsel may reasonably request. (vi) Each holder of any shares of Series B Preferred Stock and any holder of warrants (the "SERIES B WARRANTS") that were issued in connection with the issuance of the Series B Preferred Stock shall have signed a waiver of any anti-dilution protection set forth in the name Certificate of such Initial Purchaser; and Designations, Preferences and Rights of the Series B Convertible Preferred Stock (jthe "SERIES B CERTIFICATE OF DESIGNATIONS") each Initial Purchaser shall pay to and in the CompanySeries B Warrants that may be triggered in connection with the issuance of the Preferred Stock and Warrants, by wire transfer in the form of immediately available funds, EXHIBIT E attached hereto (the Purchase Price for the Shares being purchased at the Initial Closing by such Initial Purchaser"ANTI-DILUTION WAIVERS").

The Initial Closing. Subject to the terms and conditions of this Agreement, the initial closing (the “Initial Closing”) Closing of the sale and purchase of 7,500,000 Shares Units under this Agreement shall take place at the offices of Morgan, Lewis & Bockius, LLP, 502 Carnegie Center, Princeton, New Je▇▇▇▇ (▇▇ ▇▇▇▇tel▇ ▇▇▇ ▇he exchange of documents and signatures) on December 13, 2005 or such other time and place as mutually agreed between the Company and the Purchaser (the "Initial Closing Date"). The conditions to the execution of this Agreement and/or the Initial Closing are as follows: (a) Upon the execution of this Agreement, the Company, Mark P. Anstadt, Jeffrey L. Helfer, Stuart G. MacDonald, BioMed Solu▇▇▇▇▇, ▇▇▇, ▇▇ me▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇an▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ r shall execute and deliver the Rights Agreement in the form attached hereto as Exhibit A (the "Rights Agreement"), and on or prior to the Initial Closing, George L. Anstadt shall execute and deliver the Rights Agreement; (b) Upon the execution of this Agreement, the Company and the Purchaser shall execute and deliver the Lock-Up Agreement in the form attached hereto as Exhibit B (the "Lock-Up Agreement"); (c) On or prior to the Initial Closing, each of the Company and George L. Anstadt, George W. Anstadt, Mark P. Anstadt, Jeffrey L. He▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇. ▇ac▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇rt ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇ec▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ N▇▇-▇▇▇▇▇▇▇▇▇▇▇ ▇▇d Non-▇▇▇▇▇▇▇▇▇▇▇▇ (or remotely via Agreement in the exchange of documents and signatures) on a date form to be mutually agreed to upon by the parties hereto and to be attached hereto as Exhibit C-1 prior to the Initial Closing (the "Company Non-Competition and Non-Solicitation Agreement"), and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing: (a) the Company and the other parties named therein Purchaser shall execute and deliver the Fourth Amended Non-Competition and Restated Investor Rights Non-Solicitation Agreement in the form to be mutually agreed upon by the parties hereto and to be attached hereto as Exhibit D C-2 prior to the Initial Closing (the “Investor Rights "Purchaser Non-Competition and Non-Solicitation Agreement”); (b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”); (c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”"); (d) Upon the execution of this Agreement and on or prior to the Initial Closing, the Company shall deliver to the Initial Purchasers Purchaser certificates, as of the most recent practicable dates, (i) dates 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 due qualification of the Company as a foreign corporation issued by the Commonwealth of MassachusettsNew York; (e) On or prior to the Initial Closing, the Company shall deliver to the Initial Purchasers Purchaser the Certificate Articles of Incorporation Organization of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment)Date, certified by the Secretary of State of the State of DelawareNew York; (fi) At the Initial Closing, the Company shall deliver to the Initial Purchasers Purchaser a Certificate of the Secretary or Assistant of the Company attesting as to the Operating Agreement of the Company; and (ii) upon the execution of this Agreement, 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; (iiA) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company at the Initial Closing; , and (iiiB) resolutions of the Board of Directors Managers and stockholders members of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby; (g) ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLPAt the Initial Closing, counsel for the Company, Company shall deliver to the Purchaser a Certificate, executed by an officer and/or managing member of the Company and dated as of the Initial Purchasers Closing representing that (i) each representation and warranty of the Company contained in Section 3 shall be true and complete on and as of the date of the Initial Closing with the same effect as though such representation and warranty had been made on and as of that date (for purposes of clarity, the Purchaser shall not be required to consummate the purchase of the Units if there is a material adverse change to any representation or warranty on the date of the Initial Closing), (ii) all consents and approvals required to be obtained by the Company have been obtained, and (iii) all closing conditions required to be performed by the Company have been performed as of the Initial Closing; (h) On or prior to the Initial Closing, Buchanan Ingersoll, P.C., intellectual property counsel for the Comp▇▇▇, ▇▇▇ll deliver to the Purchaser an opinion, dated the Initial Closing Date, in substantially the form to be agreed upon by the parties hereto and to be attached hereto as Exhibit G; (h) D-1 prior to the Company Initial Closing, and a law firm to be mutually acceptable to the parties hereto and acting as transaction counsel for the Company, shall deliver to the Initial Purchasers a Certificate of the President of the Company certifying that (i) each of the representations and warranties made by the Company in Section 3 hereof is true and correct as of Purchaser an opinion, dated the Initial Closing Date as if then madeDate, except to in the extent that such representations and warranties were made as of a specific date; and (ii) the Company has performed and complied with all agreements and conditions contained in this Agreement required form to be performed or complied with agreed upon by the Company parties hereto and to be attached hereto as Exhibit D-2 prior to or at the Initial Closing; (i) Within one business day following the Initial Closing, the Company shall deliver to each Initial the Purchaser a certificate representing the Exchange Units; (j) Within three business days following the Initial Closing, the Purchaser or its transfer agent shall deliver to the Company a certificate representing the Purchaser Common Stock (less the shares held in escrow pursuant to Section 7 below), and the Purchaser or its transfer agent shall deliver to the escrow agent (as referred to in Section 7 below) a certificate representing the shares of Purchaser Common Stock held in escrow pursuant to Section 7 below; (k) On or prior to the Initial Closing, the Company and the Purchaser shall have agreed on four development milestones to occur during the 24 month period following the Initial Closing as set forth on Exhibit E; (l) On or prior to the Initial Closing, the Company, the Purchaser and the Purchaser's Board of Directors shall have agreed on (i) a detailed product development plan, (ii) a clinical and regulatory plan, (iii) a timetable and (iv) a detailed monthly budget for the Shares being purchased $12,000,000 as set forth on Exhibit F, that may be received by the Company pursuant to the Additional Closings (as defined in Section 2.2) net of the Advance; (m) On or prior to the Initial Closing, the Company agrees to establish and announce the formation of a cardiovascular business unit to be headed by Jeffrey L. Helfer and to enter into a two-year employment agreement ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ (containing all usual and customary provisions for a posi▇▇▇▇ ▇▇ ▇▇is nature) substantially in the form to be agreed upon by the parties hereto and to be attached hereto as Exhibit G prior to the Initial Closing; (n) On or prior to the Initial Closing, the Company shall enter into a two-year consulting agreement with George L. Anstadt, D.V.M. (containing provisions for payment at the ▇▇▇▇ ▇▇ $▇,▇▇▇ ▇▇r month) substantially in the form to be agreed upon by the parties hereto and to be attached hereto as Exhibit H prior to the Initial Closing and grant Mr. Anstadt, at the Initial Closing, options to purchase 50,000 shar▇▇ ▇▇ ▇▇▇ ▇urchaser's common stock, pursuant to the terms of the Purchaser's 2001 Stock Option Plan (the option price to be the price of the Purchaser's common stock on the date of the Initial Closing with 50% of such options vesting on the date of the Initial Closing and the balance vesting one year thereafter); (o) On or prior to the Initial Closing, the Company shall enter into a one-year renewable consulting agreement with Mark P. Anstadt, M.D. (containing provisions for payment at the rate ▇▇ $▇,▇▇▇ ▇▇▇ month) substantially in the form to be agreed upon by such the parties hereto and to be attached hereto as Exhibit I prior to the Initial Closing; (p) On or prior to the Initial Closing, the Company and Advanced Resuscitation, LLC ("ARL") shall have previously agreed to enter into a revised license agreement, which shall have been approved by the Purchaser, registered in the name form to be agreed upon by the parties hereto and to be attached hereto as Exhibit J prior to the Initial Closing; (q) The Company shall deliver to the Purchaser, no later than 71 days after the Initial Closing, any audited financial statements of such the Company required by the Purchaser pursuant to Regulation S-X of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required to be disclosed by the Purchaser pursuant to the rules and regulations of the Exchange Act; (r) If the Company so elects, on or prior to the Initial PurchaserClosing, the Company shall have obtained a satisfactory fairness opinion; and (js) each On or prior to the Initial Closing, the Company shall deliver to the Purchaser shall pay (i) usual and customary agreements set forth in Section 3.17(a) below in the form reasonably satisfactory to the Purchaser and with those persons reasonably requested by the Purchaser, (ii) complete and accurate membership interest ledger of the Company, and (iii) all intellectual property materials reasonably requested by wire transfer of immediately available funds, the Purchase Price for Purchaser and its counsel and in the Shares being purchased at form reasonably satisfactory to the Initial Closing by such Initial PurchaserPurchaser and its counsel.