Common use of Closings Clause in Contracts

Closings. 3.1 Delivery of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to this Agreement (the "Closing") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), or such other time and place as shall be agreed to by the Company and the Purchaser. At the Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents".

Closings. 3.1 Delivery Subject to the satisfaction of the Shares at the Closing. The completion conditions set forth in ARTICLE 4, each closing of the -------------------------------------- purchase sale and sale transfer of Subject Warrants (each, a “Closing”) shall take place remotely via the exchange of documents and signatures as set forth in this ARTICLE 1 on a date mutually agreed upon by Cibus and the Seller Representative promptly following an Investor’s or Investors’ election, as evidenced by its delivery to the Seller Representative of the Shares being purchased and sold pursuant to this original Subject Warrant together with an executed Joinder Agreement (the "Closing") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), or such other time and place as shall be agreed to by the Company and the Purchaser. At the Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2A (the “Joinder Agreement”) in accordance with Section 1.3, (e) the receipt which Joinder Agreement shall include a full release by the Purchaserholder of the applicable Subject Warrants of any and all claims arising out of or related to the applicable Subject Warrants other than those expressly arising out of or relating to this Agreement, to sell such Subject Warrants to Cibus for and in consideration of Warrant Purchase Consideration attributable to the Warrant Shares subject to each such Subject Warrant, and in any event not later than 5 Business Days following the Seller Representative’s delivery of such Joinder Agreement to Cibus (each, a “Closing Date”), or such other place, time or date as Cibus and the Seller Representative may mutually agree. Subject to the provisions of ARTICLE 8, failure to consummate any Closing on the applicable Closing Date shall not relieve any party hereto of any of its respective obligations hereunder. In connection with each Closing, each Subject Warrant which is sold to Cibus in accordance with this Section 1.2 shall be cancelled by Cibus. Notwithstanding anything to the contrary herein, no Closing shall occur with respect to any Subject Warrant prior to the first Business Day following the one-year anniversary of the original issuance date of such Subject Warrant to the applicable Investor (which date shall be the date upon which Cibus accepted the investment by the applicable Investor that resulted in the issuance of such Warrants, as reflected on the books and records of Cibus, or with respect to the Correction Warrants, December 31, 2013) (the “One-Year Holding Period”), and Cibus shall be under no obligation to purchase any Subject Warrant prior to such date; provided, however, that with respect to any Second Tranche Warrants issued in the Subsequent Financing to an Investor in connection with the conversion of a --------- certificateconvertible note issued to such Investor in the Bridge Financing, dated as the applicable Closing may occur at any time after the first Business Day following the one-year anniversary of the Closing Date, as date on which the funds subject to the good standing of the Company such convertible note were advanced by such Investor to Cibus in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"Bridge Financing.

Closings. 3.1 Delivery At each Closing, (i) in the event of a Closing pursuant to Section 1.02(c), Issuer shall deliver to Grantee a certificate or certificates evidencing the applicable number of Option Shares (in the denominations specified in the Stock Exercise Notice), and Grantee shall purchase each such Option Share from Issuer at the ClosingPurchase Price, or (ii) in the event of a Closing pursuant to Section 1.02(d), Issuer shall deliver to Grantee cash in an amount determined pursuant to Section 1.02(d). The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold All payments made pursuant to this Agreement (the "Closing") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), or such other time and place as shall be agreed to by the Company and the Purchaser. At the Closing, the Purchaser shall pay to the Company an amount in cash or made by wire transfer equal of immediately available funds to an account designated in writing by Grantee to Issuer. Upon delivery by Grantee to Issuer of the Stock Exercise Notice and the tender of the applicable cash as described above in this Section 1.04, Grantee shall be deemed to be the holder of record of the shares of Issuer Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of Issuer shall then be closed or that certificates representing such shares of Issuer Common Stock shall not then be actually delivered to Grantee or that Issuer shall have failed to designate the bank account described above in this Section 1.04. Certificates evidencing Option Shares delivered hereunder may, at Issuer's election, contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR AN EXEMPTION THEREFROM. Issuer shall, upon the written request of the holder thereof, issue such holder a new certificate evidencing such Option Shares without such legend in the event (x) such Option Shares have been registered pursuant to the Purchase Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering ClosingSecurities Act, (by) such Option Shares have been sold in reliance on and in accordance with Rule 144 under the execution and delivery by the Company of the Registration Rights Agreement; Securities Act or (cz) the receipt by the Purchaser of such holder shall have delivered to Issuer an opinion of Mintzcounsel, Levinwhich opinion shall, Cohnin Issuer's reasonable judgment, Ferris, Glovsky and Popeo, P.C., counsel to the Company, be satisfactory in form and substance reasonably satisfactory to Issuer, to the Purchaser; (d) effect that subsequent transfers of such Option Shares may be effected without registration under the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"Securities Act.

Closings. 3.1 Delivery (a) The first purchase and issuance of Senior Notes and Warrants shall take place on the date hereof or the first date thereafter on which the conditions set forth in Section 5.01 are satisfied (the “First Closing”). Unless previously cancelled pursuant to the terms of this Agreement: (i) the second purchase and issuance of Senior Notes and Warrants shall take place on March 7, 2011 subject to the consent of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to this Agreement (the "Closing") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), Senior Eligible Securities Majority or on such other time and place date as shall be agreed to by the Company and the Purchaser. At Senior Eligible Securities Majority shall agree (the “Second Closing”); (ii) the third purchase and issuance of Senior Notes and Warrants shall take place on December 7, the Purchaser shall pay 2011 subject to the consent of the Senior Eligible Securities Majority or on such other date as the Company an amount in cash or by wire transfer equal and the Senior Eligible Securities Majority shall agree (the “Third Closing”); (iii) the fourth purchase and issuance of Senior Notes and Warrants shall take place on March 7, 2012 subject to the consent of the Senior Eligible Securities Majority or on such other date as the Company and the Senior Eligible Securities Majority shall agree (the “Fourth Closing”); and (iv) to the extent any amounts representing the Aggregate Purchase Price and remain in the Company shall deliver to escrow following the Purchaser Fourth Closing (exclusive of any other amounts, including any accrued interest), one or more stock certificates representing additional Subsequent Closings (as defined below) shall take place on such date(s) as the Shares purchased by Company and the Purchaser, each such certificate to be registered in the name of the PurchaserSenior Eligible Securities Majority shall agree. The Company's obligation First Closing, Second Closing, Third Closing, Fourth Closing and any additional Subsequent Closings are each sometimes referred to close herein as a “Closing” and together as the transaction shall be “Closings.” The Closings other than the First Closing are each sometimes referred to herein as a “Subsequent Closing” and together as the “Subsequent Closings.” Notwithstanding anything herein to the contrary and subject to the following conditionssentence, the Senior Eligible Securities Majority shall have the right at any time prior to any Subsequent Closing to accelerate or defer the purchase and issuance of which may all or any portion of the Senior Notes and Warrants, including the right to change the aggregate amount subject to purchase at a Closing. Any such acceleration or deferral shall be waived by (i) pro rata among the Company: (a) receipt by Purchasers based on the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of Senior Notes remaining to be purchased by each and (ii) applied against or added to the Purchase Price for Senior Notes and Warrants scheduled to be purchased at the Shares being next succeeding Subsequent Closings. In no event shall the total amount of Senior Notes and Warrants exceed the maximum amount of Senior Notes and Warrants to be purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents".

Closings. 3.1 Delivery Subject to the satisfaction of the Shares at the Closing. The completion conditions set forth in ARTICLE 4, each closing of the -------------------------------------- purchase sale and sale transfer of Subject Warrants (each, a “Closing”) shall take place remotely via the exchange of documents and signatures as set forth in this ARTICLE 1 on a date mutually agreed upon by Xxxxx and the Seller Representative promptly following an Investor’s or Investors’ election, as evidenced by its delivery to the Seller Representative of the Shares being purchased and sold pursuant to this original Subject Warrant together with an executed Joinder Agreement (the "Closing") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), or such other time and place as shall be agreed to by the Company and the Purchaser. At the Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2A (the “Joinder Agreement”) in accordance with Section 1.3, (e) the receipt which Joinder Agreement shall include a full release by the Purchaserholder of the applicable Subject Warrants of any and all claims arising out of or related to the applicable Subject Warrants other than those expressly arising out of or relating to this Agreement, to sell such Subject Warrants to Cibus for and in consideration of Warrant Purchase Consideration attributable to the Warrant Shares subject to each such Subject Warrant, and in any event not later than 5 Business Days following the Seller Representative’s delivery of such Joinder Agreement to Cibus (each, a “Closing Date”), or such other place, time or date as Cibus and the Seller Representative may mutually agree. Subject to the provisions of ARTICLE 8, failure to consummate any Closing on the applicable Closing Date shall not relieve any party hereto of any of its respective obligations hereunder. In connection with each Closing, each Subject Warrant which is sold to Cibus in accordance with this Section 1.2 shall be cancelled by Cibus. Notwithstanding anything to the contrary herein, no Closing shall occur with respect to any Subject Warrant prior to the first Business Day following the one-year anniversary of the original issuance date of such Subject Warrant to the applicable Investor (which date shall be the date upon which Xxxxx accepted the investment by the applicable Investor that resulted in the issuance of such Warrants, as reflected on the books and records of Cibus, or with respect to the Correction Warrants, December 31, 2013) (the “One-Year Holding Period”), and Cibus shall be under no obligation to purchase any Subject Warrant prior to such date; provided, however, that with respect to any Second Tranche Warrants issued in the Subsequent Financing to an Investor in connection with the conversion of a --------- certificateconvertible note issued to such Investor in the Bridge Financing, dated as the applicable Closing may occur at any time after the first Business Day following the one-year anniversary of the Closing Date, as date on which the funds subject to the good standing of the Company such convertible note were advanced by such Investor to Cibus in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"Bridge Financing.

Closings. 3.1 Delivery Any agreement for the purchase and sale of all, or any part of, the Shares at Interest pursuant to Section 11.02, shall be completed no later than 10 days after a binding agreement for the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased Interest has come into effect, or, if any determination of value is required by agreement or arbitration, no later than 10 days after such determination. Unless otherwise agree to in writing by the Parties, completion of the purchase and sold pursuant to this Agreement (sale of the "Closing") Interest, shall occur take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and PopeoJames M. Copenhaver, P.C., Xxx Xxxxxxxxx Xxxxxx950 Idaho Street, XxxxxxElko, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing Nevadx. Xx xxx xxxx xxxeduled fxx xxxxxxxxxx, xxx Xxxxx xxx xx xxx purchaser (the "Closing DatePurchaser")) shall deliver to the Party who is the vendor (the "Vendor") payment of the purchase price (which, if the whole or part of the purchase price is in cash, then by certified check or bank draft) for the Interest, or such other time and place as shall be agreed to portion thereof, being purchased by the Company Purchaser, and the Purchaser. At the Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company Vendor shall deliver to the Purchaser one executed transfers of the Interest, or more stock certificates representing portion thereof, being purchased by the, Purchaser in form and substance satisfactory to the Shares Purchaser. The Interest, or portion thereof, being purchased by the Purchaser shall be transferred by the Vendor to the Purchaser free and clear of all liens, claims, charges and encumbrance of others, and if by reason of any lien, claim, charge or encumbrance on the Interest, or portion thereof, being purchased by the Purchaser, each such certificate the Vendor is unable to do so, the Purchaser may make payment to the holder of the lien, claim, charge or encumbrance, to discharge the same, which payment shall be deemed to be registered payment to the Vendor and shall be applied in the name reduction of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount unpaid balance of the Purchase Price purchase price for the Shares Interest, or portion thereof, being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents".

Closings. 3.1 Delivery (a) The closing of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Initial Shares being purchased and sold pursuant to this Agreement -------- (the "Initial Closing") shall occur take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing --------------- Xxxxxx Aronsohn & Xxxxxx LLP (the "Closing DateXxxxxxxx Xxxxxxxxx"), 1290 Avenue of the ------------------ Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date of this Agreement or such later date or other time and place location as the parties shall be agreed agree. The date of the Initial Closing is hereinafter referred to by as the Company and the Purchaser. "Initial Closing Date." At the -------------------- Initial Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and : (A) the Company shall deliver to the Purchaser one or more Purchaser: (1) a stock certificates certificate representing a number of Initial Shares equal to the Shares purchased quotient obtained by dividing: (x) 7,500,000 by (y) 80% of the Purchaseraverage of the ten closing bid prices of the Common Stock on the OTC Bulletin Board (as reported by Bloomberg L.P. at 4:15 PM (New York time for the closing bid price for regular session trading on such day)) during the consecutive ten Trading Days (as defined below) immediately preceding the Initial Closing Date (the "Initial ------- Purchase Price"), each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment free of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closingall -------------- restrictive legends, (b2) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the CompanyCommon Stock purchase warrant, in the form attached hereto as of Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate------- A, dated as of the Initial Closing Date and registered in the name of the - Purchaser, pursuant to which the Purchaser shall have the right to acquire a number of shares of Common Stock equal to 10% of the Initial Shares, upon the terms and conditions set forth therein (the "Initial Warrant") and (3) a file --------------- copy of the Initial Supplement (as defined below) which shall be delivered no later than the Trading Day immediately following the Initial Closing Date, as to the good standing of the Company in the state of Delaware, ; and (fB) the receipt Purchaser shall deliver $7,500,000 less the fees contemplated in Section 6(a) hereof, in immediately available funds by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made wire transfer to an account designated in writing by the Company herein as of the Closing as though for such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to purpose. It shall be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- condition precedent to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents".Purchaser's

Closings. 3.1 Delivery The purchase by and the sale of Shares to the Purchaser and the sale, assignment, transfer and conveyance of the Shares at Partnership Interest by the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant Purchaser to this Agreement CPI (the "Closing") shall occur take place on the Closing Date at the offices of MintzCravath, LevinSwaine & Moorx, Cohn, Ferris, Glovsky and Popeo, P.C.005 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx XxxxxxXxxx, XxxxxxXxx Xxxx 00000, Xxxxxxxxxxxxx 00000 contemporaneously xx at such other place as may be mutually agreed by the parties. this Purchase Agreement to Fosterlane Holdings Corporation concurrently with an assignment of the Public Offering Closing (Partnership Interest to such entity. Except as the context otherwise requires, each such entity shall be deemed the "Purchaser" for all purposes of this Purchase Agreement to the same extent as if it had executed and delivered a copy of this Purchase Agreement, provided that the Purchaser referenced in the first paragraph of this Purchase Agreement shall remain liable for all of its obligations hereunder. At least five business days prior to the Closing Date"), or such other time and place as shall be agreed CPI may, by written notice to by the Company and the Purchaser, specify one or more affiliates of CPI as the entities to acquire all or any part of the Partnership Interest pursuant hereto, provided that CPI shall remain liable for all of its obligations hereunder. At the Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall (a) CPI will deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchasercertificate, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close , representing the transaction shall be subject number of Shares set forth in Section 2.1 (unless the Purchaser has at least two business days prior to the following conditions, any Closing Date specified in writing to CPI a different name or names and/or different number of which may be waived by certificates representing the Company: (asame aggregate number of such Shares) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; and (b) execution CRC shall deliver to the trustee of the CRC Trust one certificate, registered in the name of such trustee, representing the number of CRC Shares to be deposited in the CRC Trust in accordance with Section 2.1, each against the sale, assignment, transfer and delivery conveyance by the Purchaser to CPI or its specified affiliates of the Registration Rights Agreement substantially Partnership Interest in the form attached Partnership pursuant to the Assignment Agreement, all as Exhibit 1 --------- (may be reasonably requested by CPI. The Certificate representing the Shares that is delivered to the Purchaser shall include the following descriptive legend: "Registration Rights Agreement"); and (c) the accuracy The holder of the representations and warranties made shares represented by the Purchaser and the fulfillment this certificate also holds a beneficial interest in shares of those undertakings stock of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: Corporate Realty Consultants, Inc. (a"CRC") the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, held in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of trust under a --------- certificate, Trust Agreement dated as of the Closing DateOctober 30, as to the good standing 1979, among shareholders of the Company in the state of DelawareTrust, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing CRC and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the Trustee thereunder."Transaction Documents".

Closings. 3.1 Delivery (a) Subject to the terms and conditions of this Agreement, the Company and the Investor shall cause the closing of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased Closing Purchased Securities (the “Closing”) to occur on the fifth (5th) Business Day after the conditions to the Closing set forth in Sections 6.1 and sold pursuant to 6.2 of this Agreement are satisfied or waived (other than those conditions that, by their terms cannot be satisfied until the Closing Date, but subject to the satisfaction or waiver of such conditions) (the "Closing") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "“Closing Date"”), at 10:00 a.m. Eastern time, by remote electronic exchange of documents (by facsimile, .pdf, e-mail or other form of electronic communication) or such other date, time and place or location as shall be agreed to by the Company and the PurchaserInvestor may agree. At the Closing, the Purchaser shall pay in addition to the Company an amount in cash or by wire transfer equal obligations pursuant to the Purchase Price and Section 2.3, the Company shall deliver to the Purchaser one or more stock certificates Investor book entry accounts and duly executed warrants, as applicable, representing the Shares purchased Closing Purchased Securities in consideration for (i) payment of $140,000,000 (the “Closing Payment Amount”) in cash by wire transfer of immediately available funds to an account designated by the Purchaser, each such certificate Company at least two (2) Business Days prior to be registered Closing (the “Closing Payment”) and (ii) the obligation (subject to adjustment in accordance with the terms hereof) to pay $60,000,000 in the name aggregate (the “Capital Commitment”) in consideration for an aggregate of 3,200,000 shares of Common Stock (the Purchaser. The Company's obligation “Second Tranche Common Stock”), 1,600,000 shares of Preferred Stock (the “Second Tranche Preferred Stock”) and Warrants to close the transaction shall be purchase 1,056,000 shares of Common Stock, subject to the following conditionsterms thereof (the “Second Tranche Warrants”), any at the times, on the terms and otherwise in accordance with Sections 2.2(b), 2.2(c) and 2.2(d) (each such payment and issuance of which may be waived by the Company: (a) receipt by the Company of such Securities, a certified or official bank check or checks or wire transfer of funds in the full “Funding”). The amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser Capital Commitments remaining to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction funded at any time shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"“Unfunded Capital Commitment.”

Closings. 3.1 Delivery The Initial Closing of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to transactions contemplated under this Agreement (the "“Initial Closing"”) shall occur take place at the offices of MintzXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Professional Corporation, Levin000 Xxxx Xxxx Xxxx, CohnXxxx Xxxx, FerrisXxxxxxxxxx 00000, Glovsky and Popeocounsel to the Company, P.C.on December 28, Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), 2007 or at such other location, date and time and place as shall may be agreed to by upon between the Company Majority Purchasers and the PurchaserCompany. At the Initial Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the each Purchaser one or more indicated on Exhibit A as participating in such Closing a single stock certificates certificate representing the number of Shares purchased by such Purchaser and a single Warrant purchased by such Purchaser representing the Purchaserright to acquire the number of Underlying Shares set forth on Exhibit A, each such certificate to be registered in the name of such Purchaser, or in such nominee’s or nominees’ name(s) as designated by such Purchaser in writing in the Purchaser. The Company's obligation to close form of the transaction shall be subject to Investor Questionnaire attached hereto as Appendix I, against payment of the following conditions, any of which may be waived purchase price therefor by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of immediately available funds to such account or accounts as the Company shall designate in the full amount writing. The Subsequent Closing of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights transactions contemplated under this Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); “Subsequent Closing”, each a “Closing” and (c) along with the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Initial Closing, (bthe “Closings”) shall take place at the execution and delivery by the Company offices of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of MintzXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx Professional Corporation, Levin000 Xxxx Xxxx Xxxx, CohnXxxx Xxxx, Ferris, Glovsky and Popeo, P.C.Xxxxxxxxxx 00000, counsel to the Company, in form on January 3, 2007 or at such other location, date and substance reasonably satisfactory to time as may be agreed upon between the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of Majority Purchasers and the Company. At the Subsequent Closing, the Company shall deliver to each Purchaser indicated on Exhibit A as participating in such Closing a single stock certificate representing the number of Shares purchased by such Purchaser and a single Warrant purchased by such Purchaser representing the right to acquire the number of Underlying Shares set forth on Exhibit A, each to be registered in the name of such Purchaser, or in such nominee’s or nominees’ name(s) as designated by such Purchaser in writing in the form of the Investor Questionnaire attached hereto as Exhibit 2Appendix I, (e) the receipt by the Purchaser, of a --------- certificate, dated as against payment of the Closing Date, purchase price therefor by wire transfer of immediately available funds to such account or accounts as to the good standing of the Company shall designate in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"writing.

Closings. 3.1 Delivery Not later than 11:30 a.m. (New York City local time) on the Closing Day for any Accepted Notes, the Company or Electronic (as the case may be) will deliver to each Purchaser listed in the Confirmation of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to this Agreement (the "Closing") shall occur Acceptance relating thereto at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.Prudential Capital Group, Xxx Xxxxxxxxx XxxxxxXxxxxxxxxx Xxxxx, XxxxxxXxxxx 0000, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing Xxxxxxx, XX 00000-0000 (the "Closing Date"), or such other time and place address as shall be agreed to by the Company and the Purchaser. At the ClosingPrudential may specify), the Accepted Notes to be purchased by such Purchaser shall pay to in the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the Purchaser form of one or more stock certificates representing the Shares purchased by the Purchaser, Notes in authorized denominations as such Purchaser may request for each such certificate Accepted Note to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser's name (or in the name of its nominee), against payment of the Purchaser. The purchase price thereof by transfer of immediately available funds for credit to the Company's obligation or Electronic's account specified in the Purchase Request or Request for Purchase (as the case may be) with respect to close such Notes. If Electronic or the transaction Company (as the case may be) fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2C(1), or any of the applicable conditions specified in paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 1:00 p.m., New York City local time, on such scheduled Closing Day notify Prudential (which notification shall be subject deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the following conditionsAvailability Period or the Issuance Period, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution as applicable, not less than one Business Day and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- not more than 10 Business Days after such scheduled Closing Day (the "Registration Rights AgreementRESCHEDULED CLOSING DAY"); ) and certify to Prudential (cwhich certification shall be for the benefit of each Purchaser) that the accuracy of Company reasonably believes that it will be able to comply with the representations conditions set forth in paragraph 3 on such Rescheduled Closing Day and warranties made by that the Purchaser and Company will pay the fulfillment of those undertakings of the Purchaser Delayed Delivery Fee in accordance with paragraph 2C(4) or (ii) such closing is to be fulfilled prior to canceled. In the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by event that the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel shall fail to the Company, in form and substance reasonably satisfactory give such notice referred to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2preceding sentence, Prudential (eon behalf of each Purchaser) the receipt by the Purchasermay at its election, of a --------- certificateat any time after 1:00 p.m., dated as of the New York City local time, on such scheduled Closing DateDay, as to the good standing of notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the state of Delawarecontrary appearing in this Agreement, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made may not elect to reschedule a closing with respect to any given Accepted Notes on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closingmore than one occasion, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company unless Prudential shall have otherwise consented in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"writing.

Closings. 3.1 Delivery Pursuant to the terms of this Agreement, the settlement of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of any Purchased Shares will occur at one or more closings, the Shares being purchased and sold pursuant timing of which will be determined in the sole discretion of the Company (each, a “Closing”), subject to the provisions of this Agreement. From the date of this Agreement to the End Date, a Closing with respect to the Committed Shares of each Purchaser shall occur upon the Company providing such Purchaser written notice at least five (5) business days in advance of the date of such Closing (the "“Closing Date”), which such notice shall identify the amount of Committed Shares to be sold by the Company to such Purchaser and settled at such Closing (the “Purchased Shares”), and the Closing Date. The amount of Purchased Shares to be sold to each Purchaser at a Closing will be determined by the Company on a pro rata basis, based on the remaining Committed Shares of all Purchasers, as reflected on Schedule A, as of the date of such Closing") . The parties agree that the Closings may occur via delivery of electronic mail transmissions, .pdf transmissions, facsimiles or photocopies of this Agreement and the closing deliverables contemplated hereby. The Closings shall occur take place at the offices of MintzXxxxx Lovells US LLP, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx 000 Xxxxxxxxxx Xxxxxx, XxxxxxXX, Xxxxxxxxxxxxx Xxxxxxxxxx, Xxxxxxxx xx Xxxxxxxx 00000 contemporaneously with at 10:00 a.m. (Eastern Time) on the Public Offering Closing (the "Closing Date")applicable day, or at such other time and place as shall be agreed to by the Company and the PurchaserPurchasers determine. At the ClosingUnless otherwise provided herein, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each such certificate all proceedings to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution taken and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser all documents to be fulfilled prior executed and delivered by all parties at a Closing will be deemed to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution have been taken and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Sharesexecuted simultaneously, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had no proceedings will be deemed to have been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate taken nor documents executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"or delivered until all have been taken.

Closings. 3.1 Delivery of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to this Agreement (the "Closing") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), or such other time and place as shall be agreed to by the Company and the Purchaser. At the each Closing, (i) the Purchaser shall pay deliver to the Company an amount in cash or by Company, via wire transfer to an account designated by the Company, immediately available funds equal to the Purchase Price Price, which, for such respective Closing, shall be equal to the number of Preferred Shares to be purchased and sold multiplied by ninety-five percent (95%) of the Stated Value per share; (ii) the Company shall deliver to the Purchaser one or more stock certificates its Preferred Stock Certificate representing the Preferred Shares purchased and sold at such Closing; and (iii) the Company and the Purchaser shall deliver all other items set forth in Section 2.3. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4for each Closing, each Closing shall occur electronically or at such other location as the parties shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation. Within ninety (90) days from the execution and delivery of this Agreement by the parties hereto, the Company and the Purchaser shall conduct a Closing at which the Purchaser shall purchase and the Company shall sell $100,000 of Preferred Shares (the “First Closing”). Subsequent to the First Closing, the Company and the Purchaser shall conduct additional Closings on each monthly anniversary following the date of the First Closing until the Purchaser has purchased and the Company has sold an aggregate of $150,000 of Preferred Shares hereunder. At the sole discretion of the Purchaser, each the Purchaser shall have the option to accelerate the date of any and all additional Closings by providing the Company notice of such certificate intent to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject conduct a Closing at least three (3) Trading Days prior to the following conditionsdate of such accelerated Closing. Notwithstanding anything to the contrary stated herein, any of which may be waived by Purchaser acknowledges that pursuant to the Company: (a) receipt by Exchange Act, the Company is required to file forms Pre14C and Def14C with the Commission at least forty (40) days prior to filing forms designating the Preferred Shares with the state of Florida and that the failure to file the Certificate of Designations for the Preferred Shares shall not, under any circumstance, constitute a certified or official bank check or checks or wire transfer breach of funds in any provision of this Agreement until the full amount date at least ninety (90) days from the date of this Agreement and that Purchaser may nonetheless tender the Company a portion of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"filing.

Closings. 3.1 Delivery On the terms and subject to the satisfaction or waiver of the Shares at conditions set forth in this Agreement, (i) the Closing. The completion closing of the -------------------------------------- issuance, sale and purchase and sale of the Closing Shares being purchased and sold pursuant to this Agreement (the "“Initial Closing"”) shall occur at take place remotely via the offices exchange of Mintzfinal documents and signature pages, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with on the Public Offering Closing (the "Closing Date")date of this Agreement, or such other time and place as shall be agreed to by the Company and the Purchaser. At Purchaser may agree; and (ii) the closing of the issuance, sale and purchase of the Preferred Shares (the “Preferred Closing,” and together with the Initial Closing, the Purchaser “Closings”) shall pay to take place remotely via the exchange of final documents and signature pages, on the date that is no later than one Business Day following the satisfaction or waiver of all of the conditions set forth in Article V, or such other time and place as the Company an amount in cash or and the Purchaser may agree. The date on which the Initial Closing is to occur is herein referred to as the “Initial Closing Date,” and the date on which the Preferred Closing is to occur is herein referred to as the “Preferred Closing Date.” At the Initial Closing, (i) upon receipt by the Company of payment of the full Closing Shares Purchase Price by wire transfer equal of immediately available funds to the Purchase Price and an account designated in writing by the Company shall (the “Designated Account”), the Company will deliver to the Purchaser one or more stock certificates representing evidence reasonably satisfactory to the Purchaser of the issuance of the Closing Shares purchased by the Purchaser, each such certificate to be registered in the name of the Purchaser. The Purchaser by book-entry on the books and records of the Company's obligation ; (ii) each of the Company and the Purchaser shall deliver the Registration Rights Agreement, duly executed by the party; and (iii) the Purchaser shall deliver to close the transaction shall be Company a duly executed, valid, accurate and properly completed Internal Revenue Service Form W-9 certifying that such Purchaser is a U.S. person and that such Purchaser is not subject to backup withholding. At the following conditionsPreferred Closing, any of which may be waived by the Company: (a) upon receipt by the Company of a certified or official bank check or checks or payment of the full Preferred Shares Purchase Price by wire transfer of immediately available funds in to the full amount of Designated Account, the Purchase Price for Company will deliver to the Shares being purchased hereunder; (b) execution and delivery by Purchaser evidence reasonably satisfactory to the Purchaser of the Registration Rights Agreement substantially issuance of the Preferred Shares in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings name of the Purchaser to be fulfilled prior to by book-entry on the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution books and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary records of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents".

Closings. 3.1 Delivery The first closing of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to transactions contemplated under this Agreement (the "“First Closing"”) shall occur take place at the offices of MintzXxxxx & XxXxxxx LLP, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxxxxxxx XxxxxxXxxx, XxxxxxXxx Xxxx 00000, Xxxxxxxxxxxxx 00000 contemporaneously with counsel to the Public Offering Closing Company, on the second business day after the Company shall have given written notice (the "“Closing Date"), Notice”) to the Purchasers that all of the conditions precedent set forth in Section 5.1 have been satisfied in full or at such other location, date and time and place as shall may be agreed to by upon between the Company Majority Purchasers and the PurchaserCompany. At the First Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to each Purchaser listed on Exhibit A hereto as participating in the Purchaser one or more First Closing a single stock certificates certificate and a single Warrant representing the Shares number of Securities purchased by the such Purchaser, each such certificate to be registered in the name of such Purchaser, or in such nominee’s or nominees’ name(s) as designated by such Purchaser in writing in the Purchaser. The Company's obligation to close form of the transaction shall be subject to Investor Questionnaire attached hereto as Appendix I, against payment of the following conditions, any of which may be waived purchase price therefor by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of immediately available funds to such account or accounts as the Company shall designate in writing. Upon the full amount completion of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser First Closing, an additional closing, which shall take place within 5 Trading Days of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- date hereof (the "Registration Rights Agreement"“Additional Closing”); and (c) , will become unconditional. Notwithstanding anything herein to the accuracy contrary, an Additional Closing may not occur without the prior written consent of the representations and warranties made by the each Purchaser and the fulfillment Placement Agent. At the Additional Closing which shall take place at the offices of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering ClosingXxxxx & XxXxxxx LLP, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz0000 Xxxxxx xx xxx Xxxxxxxx, LevinXxx Xxxx, Cohn, Ferris, Glovsky and Popeo, P.C.Xxx Xxxx 00000, counsel to the Company, in form and substance reasonably satisfactory the Company shall deliver to the Purchasers, listed on Exhibit A hereto as participating in the Additional Closing, a single stock certificate and a single Warrant representing the number of Securities purchased by such Purchaser; (d, to be registered in the name of such Purchaser, or in such nominee’s or nominees’ name(s) the receipt as designated by the such Purchaser of a certificate, signed by the Secretary of the Company, in writing in the form of the Investor Questionnaire attached hereto as Exhibit 2Appendix I, (e) the receipt by the Purchaser, of a --------- certificate, dated as against payment of the Closing Date, purchase price therefor by wire transfer of immediately available funds to such account or accounts as to the good standing of the Company shall designate in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"writing.

Closings. 3.1 Delivery Any agreement for the purchase and sale of all, or any part of, the Shares at Interest pursuant to Section 11.02, shall be completed no later than 10 days after a binding agreement for the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased Interest has come into effect, or, if any determination of value is required by agreement or arbitration, no later than 10 days after such determination. Unless otherwise agree to in writing by the Parties, completion of the purchase and sold pursuant to this Agreement (sale of the "Closing") Interest, shall occur take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and PopeoXxxxx X. Xxxxxxxxxx, P.C., Xxx Xxxxxxxxx 000 Xxxxx Xxxxxx, Xxxx, Xxxxxx. At the time scheduled for completion, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing Party who is the purchaser (the "Closing DatePurchaser")) shall deliver to the Party who is the vendor (the "Vendor") payment of the purchase price (which, if the whole or part of the purchase price is in cash, then by certified check or bank draft) for the Interest, or such other time and place as shall be agreed to portion thereof, being purchased by the Company Purchaser, and the Purchaser. At the Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company Vendor shall deliver to the Purchaser one executed transfers of the Interest, or more stock certificates representing portion thereof, being purchased by the, Purchaser in form and substance satisfactory to the Shares Purchaser. The Interest, or portion thereof, being purchased by the Purchaser shall be transferred by the Vendor to the Purchaser free and clear of all liens, claims, charges and encumbrance of others, and if by reason of any lien, claim, charge or encumbrance on the Interest, or portion thereof, being purchased by the Purchaser, each such certificate the Vendor is unable to do so, the Purchaser may make payment to the holder of the lien, claim, charge or encumbrance, to discharge the same, which payment shall be deemed to be registered payment to the Vendor and shall be applied in reduction of the name unpaid balance of the purchase price for the Interest, or portion thereof, being purchased by the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents".11.07

Closings. 3.1 Delivery (a) Subject to the terms and conditions set forth herein, on the Initial Closing Date (with respect to the Existing Trust Assets) and on each Subsequent Closing Date (with respect to the other Eligible Lease Contracts and other rights and interests to be conveyed to the Trust on such Subsequent Closing Date): (i) Seller shall assign to Trustee (or, with respect to the Eligible Lease Contracts constituting Existing Trust Assets, reconfirm its prior assignment to Trustee), for the benefit of the Shares at Certificateholders and Bond Insurer, the Closing. The completion Eligible Lease Contracts and other rights and interests to be conveyed or reconveyed to the Trust on such Closing Date, (ii) Rockford shall cause the Available Amount to equal or exceed the Minimum LOC Amount (calculated after giving effect to the conveyance of the -------------------------------------- purchase Lease Contracts to be conveyed to the Trust and sale the issuance of the Shares being purchased related Class A Certificates and sold pursuant Class B Certificates on such Closing Date), (iii) Trustee shall issue to this Agreement or upon the order of Seller Class A Certificates and Class B Certificates having an original aggregate certificate principal balance equal to the Aggregate Discounted Lease Contract Balance of such Lease Contracts as of such Closing Date, representing 100% of the Certificates to be issued on such Closing Date, and (iv) Purchaser and/or its designated affiliate shall purchase such Class A Certificates and Class B Certificates from Seller for a price equal to the original aggregate principal amount of such Certificates, except that the Consolidated Certificates to be issued on the Initial Closing Date shall be issued solely in exchange for the transfer and assignment of the Existing Certificates to Seller; provided, -------- however, that (A) the purchase of Certificates on any Subsequent Closing Date ------- other than the Consolidated Certificates to be issued on the Initial Closing Date (collectively, the "ClosingNew Certificates") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), or such other time and place as shall be agreed to by the Company and the Purchaser. At the Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each such certificate to be registered not result in the name sum of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any (1) ---------------- aggregate initial principal balance of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the all New Certificates issued on such Subsequent Closing Date, as to the good standing of the Company in the state of Delaware, plus (f2) the receipt by aggregate initial principal balance of all ---- New Certificates issued on each prior Subsequent Closing Date, to exceed the Available Commitment Amount, unless Purchaser of a stock certificate, representing the Sharesconsents thereto in writing (in its sole discretion), and (gB) the accuracy purchase of such New Certificates shall not cause the then Class A Certificate Investor Interest (after giving effect to the issuance of Class A Certificates on such Subsequent Closing Date) to exceed $250,000,000. Trustee shall not accept further Lease Contracts if to do so would result in a violation of clause (A) or (B) of this Section 2.03(a). If --------------- Purchaser elects (in its sole discretion) to increase the Available Commitment Amount, then Purchaser shall provide written notice to such effect (which notice shall state the increased Available Commitment Amount) to Bond Insurer, Trustee, Seller and Rockford, and the term "Available Commitment Amount" shall thereafter be deemed changed to such increased amount. The Existing Certificates transferred and assigned to Seller in exchange for the Consolidated Certificates be issued on the Initial Closing Date shall thereafter be deemed canceled, void and of no further force or effect. The Consolidated Certificates shall be issued by the Trust in order to amend, consolidate and completely restate, and to evidence the indebtedness outstanding under and be a substitute and replacement for, the Existing Certificates, but shall not intended and shall not be deemed or construed to be a payment, satisfaction, cancellation or novation of any of the representations and warranties made by the Company herein as liabilities or obligations of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings Trust or any of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by Existing Trusts under the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- Existing Certificates. Notwithstanding anything to the samecontrary contained herein, all Subsequent Closing Dates must occur no later than the date on which the Funding Period is terminated. This Agreement Trustee shall not accept Lease Contracts and Purchaser shall not purchase Certificates on or after the Registration Rights Agreement are collectively referred to herein as date on which the "Transaction Documents"Funding Period is terminated.

Closings. 3.1 Delivery of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to this Agreement (the "Closing") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), or such other time and place as shall be agreed to by the Company and the Purchaser. At the each Closing, (i) the Purchaser shall pay deliver to the Company an amount in cash or by Company, via wire transfer to an account designated by the Company, immediately available funds equal to the Purchase Price Price, which, for such respective Closing, shall be equal to the number of Preferred Shares to be purchased and sold multiplied by ninety-five percent (95%) of the Staied Value per share; (ii) the Company shall deliver to the Purchaser one or more stock certificates its Preferred Stock Certificate representing the Preferred Shares purchased and sold at such Closing; and (iii) the Company and the Purchaser shall deliver all other items set forth in Section 2.3. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4for each Closing, each Closing shall occur electronically or at such other location as the parties shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation. Within ninety (90) days from the execution and delivery of this Agreement by the parties hereto, the Company and the Purchaser shall conduct a Closing at which the Purchaser shall purchase and the Company shall sell $100,000 of Preferred Shares (the “First Closing”). Subsequent to the First Closing, the Company and the Purchaser shall conduct additional Closings on each monthly anniversary following the date of the First Closing until the Purchaser has purchased and the Company has sold an aggregate of $150,000 of Preferred Shares hereunder. At the sole discretion of the Purchaser, each the Purchaser shall have the option to accelerate the date of any and all additional Closings by providing the Company notice of such certificate intent to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject conduct a Closing at least three (3) Trading Days prior to the following conditionsdate of such accelerated Closing. Notwithstanding anything to the contrary stated herein, any of which may be waived by Purchaser acknowledges that pursuant to the Company: (a) receipt by Exchange Act, the Company is required to file forms Pre14C and Def!4C with the Commission at least forty (40) days prior to filing forms designating the Preferred Shares with the state of Florida and that the failure to file the Certificate of Designations for the Preferred Shares shall not, under any circumstance, constitute a certified or official bank check or checks or wire transfer breach of funds in any provision of this Agreement until the full amount date at least ninety (90) days from the date of this Agreement and that Purchaser may nonetheless tender the Company a portion of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"filing.

Closings. 3.1 Delivery of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to this Agreement (the "Closing") shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "Closing Date"), or such other time and place as shall be agreed to by the Company and the Purchaser. At the each Closing, (i) the Purchaser shall pay deliver to the Company an amount in cash or by Company, via wire transfer to an account designated by the Company, immediately available funds equal to the Purchase Price Price, which, for such respective Closing, shall be equal to the number of Preferred Shares to be purchased and sold multiplied by ninety-five percent (95%) of the Stated Value per share; (ii) the Company shall deliver to the Purchaser one or more stock certificates its Preferred Stock Certificate representing the Preferred Shares purchased and sold at such Closing; and (iii) the Company and the Purchaser shall deliver all other items set forth in Section 2.3. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4for each Closing, each Closing shall occur electronically or at such other location as the parties shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation. Within ninety (90) days from the execution and delivery of this Agreement by the parties hereto, the Company and the Purchaser shall conduct a Closing at which the Purchaser shall purchase and the Company shall sell $100,000 of Preferred Shares (the “First Closing”). Subsequent to the First Closing, the Company and the Purchaser shall conduct additional Closings on each monthly anniversary following the date of the First Closing until the Purchaser has purchased and the Company has sold an aggregate of $150,000 of Preferred Shares hereunder. At the sole discretion of the Purchaser, each the Purchaser shall have the option to accelerate the date of any and all additional Closings by providing the Company notice of such certificate intent to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject conduct a Closing at least three (3) Trading Days prior to the following conditionsdate of such accelerated Closing. Notwithstanding anything to the contrary stated herein, any of which may be waived by Purchaser acknowledges that pursuant to the Company: (a) receipt by Exchange Act, the Company is required to file forms Pre14C and Def14C with the Commission at least forty (40) days prior to filing forms designating the Preferred Shares with the state of Florida and that the failure to file the Certificate of Designations for the Preferred Shares shall not, under any circumstance, constitute a certified or official bank check or checks or wire transfer breach of funds in any provision of this Agreement until the full amount date at least ninety (75) days from the date of this Agreement and that Purchaser may nonetheless tender the Company a portion of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"filing.

Closings. 3.1 Delivery (a) Subject to the satisfaction of the Shares at conditions set forth in this Agreement, the Closing. The completion closing of the -------------------------------------- purchase and sale by the Investor of the Put Shares being purchased and sold pursuant to this Agreement following a Put (the a "Closing") shall occur at on the offices second Business Day ------- following the end of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Valuation Period for such Closing (the "Closing Date"), or such other time and place date as shall be is mutually agreed to by the Company and the PurchaserInvestor) (a "Closing Date") at ------------ the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 ("Xxxxxxxx Xxxxxxxxx") or such other place to ------------------ which the parties may agree. At least one Business Day prior to each Closing Date, the Company shall deliver (or cause to be delivered) into escrow with Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree): (1) the certificate contemplated by Section 6.1(c); (2) the legal opinion contemplated by Section 6.1(f); (3) a writing, executed by the Investor and the Company concurring as to (x) the total number of Put Shares that are to be issued and sold at such Closing, (y) the Purchaser Investment Amount for the Put Shares issuable at such Closing and (z) the number of Warrant Shares that will vest on such Closing Date under the Closing Warrant as a result of such Put (it being agreed that 15 shares of Common Stock shall pay vest under such Closing Warrant for each $10,000 of Purchase Price paid at the Closing (plus a pro rata amount of such Warrant Shares with respect to the Company an amount in cash or by wire transfer equal to any portion of the Purchase Price in excess of $100,000), and (4) all other documents, instruments and writings required to be delivered by it pursuant to the Transaction Documents (as defined herein) in order to effect a Closing hereunder (the items contemplated by clauses (1) through (4) above are collectively referred to as the "Company Required Items"). ---------------------- At least one Business Day prior to each Closing Date, the Company shall deliver to the Purchaser one or more stock certificates representing Investor's account through the Shares purchased Depository Trust Company DWAC system, per written account instructions delivered by the Purchaser, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject Investor to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights AgreementDTC --- Account"); and (c) , the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser Put Shares to be fulfilled prior issued and sold to the Closing. The Purchaser's obligation to close Investor at such Closing ------- and meeting the transaction requirements of Section 5.3 which Put Shares shall be subject held in escrow pending delivery to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) Investment Amount for the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky Put Shares to be issued and Popeo, P.C., counsel sold at such Closing pursuant to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"terms hereof.

Closings. 3.1 Delivery Pursuant to the terms of this Agreement, the settlement of the Shares at the Closing. The completion of the -------------------------------------- purchase and sale of any Purchased Shares will occur at one or more closings, the timing of which will be determined in the sole discretion of the Company (each, a “Closing”), subject to the provisions of this Agreement; provided, however, no Closing may occur after the End Date and all obligations to purchase Committed Shares being purchased and sold pursuant or to pay any uncalled amounts with respect to the Committed Shares shall terminate as of the End Date. From the date of this Agreement to the End Date, a Closing with respect to the Committed Shares of each Purchaser shall occur upon the Company providing such Purchaser written notice at least five (5) business days in advance of the date of such Closing (the "“Closing Date”), which such notice shall identify the amount of Committed Shares to be sold by the Company to all Purchasers and to each such Purchaser and settled at such Closing (the “Purchased Shares”), and the Closing Date. The amount of Purchased Shares to be sold to each Purchaser at a Closing will be determined by the Company on a pro rata basis, based on the remaining Committed Shares of all Purchasers, as reflected on Schedule A, as of the date of such Closing") ; provided, however, that in no event shall any Purchaser be required to purchase Committed Shares to the extent such purchase would cause such Purchaser to violate the ownership restrictions in the Charter, including on an as-converted fully diluted basis. The parties agree that the Closings may occur via delivery of electronic mail transmissions, .pdf transmissions, facsimiles or photocopies of this Agreement and the closing deliverables contemplated hereby. The Closings shall take place at the offices of MintzHxxxx Lovells US LLP, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx 500 Xxxxxxxxxx Xxxxxx, XxxxxxXX, Xxxxxxxxxxxxx Xxxxxxxxxx, Xxxxxxxx xx Xxxxxxxx 00000 contemporaneously with at 10:00 a.m. (Eastern Time) on the Public Offering Closing (the "Closing Date")applicable day, or at such other time and place as shall be agreed to by the Company and the PurchaserPurchasers determine. At the ClosingUnless otherwise provided herein, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each such certificate all proceedings to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution taken and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser all documents to be fulfilled prior executed and delivered by all parties at a Closing will be deemed to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution have been taken and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser of a stock certificate, representing the Sharesexecuted simultaneously, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had no proceedings will be deemed to have been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate taken nor documents executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"or delivered until all have been taken.

Closings. 3.1 Delivery The purchase by and the sale of Shares to the Purchaser and the sale, assignment, transfer and conveyance of the Shares at Partnership Interests by the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant Purchaser to this Agreement CPI (the "Closing") shall occur take place on the Closing Date at the offices of MintzCravath, LevinSwaine & Moorx, Cohn, Ferris, Glovsky and Popeo, P.C.005 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx XxxxxxXxxx, XxxxxxXxx Xxxx 00000, Xxxxxxxxxxxxx 00000 contemporaneously with xx at such other place as may be mutually agreed by the Public Offering parties. At least five business days prior to the Closing (Date, the Purchaser may, by written notice to CPI, specify one or more beneficiaries of the Purchaser as the entities to make the purchase or purchases of Shares hereunder. Except as the context otherwise requires, each such entity shall be deemed the "Purchaser" for all purposes of this Purchase and Exchange Agreement to the same extent as if it had executed and delivered a copy of this Purchase and Exchange Agreement, provided that the Purchaser referenced in the first paragraph of this Purchase and Exchange Agreement shall remain liable for all of its obligations hereunder. At least five business days prior to the Closing Date"), or such other time and place as shall be agreed CPI may, by written notice to by the Company and the Purchaser, specify one or more affiliates of CPI as the entities to acquire all or any part of the Partnership Interests pursuant hereto, provided that CPI shall remain liable for all of its obligations hereunder. At the Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall (a) CPI will deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchasercertificate, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close , representing the transaction shall be subject number of Shares set forth in Section 2.1 (unless the Purchaser has at least two business days prior to the following conditions, any Closing Date specified in writing to CPI a different name or names and/or different number of which may be waived by certificates representing the Company: (asame aggregate number of such Shares) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; and (b) execution CRC shall deliver to the trustee of the CRC Trust one certificate, registered in the name of such trustee, representing the number of CRC Shares to be deposited in the CRC Trust in accordance with Section 2.1, each against the sale, assignment, transfer and delivery conveyance by the Purchaser to CPI or its specified affiliates of the Registration Rights Agreement substantially Partnership Interests in each Partnership pursuant to one or more Assignment Agreements, all as may be reasonably requested by CPI. The Certificate representing the form attached as Exhibit 1 --------- (Shares that is delivered to the Purchaser shall include the following descriptive legend: "Registration Rights Agreement"); and (c) the accuracy The holder of the representations and warranties made shares represented by the Purchaser and the fulfillment this certificate also holds a beneficial interest in shares of those undertakings stock of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: Corporate Realty Consultants, Inc. (a"CRC") the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, held in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2, (e) the receipt by the Purchaser, of trust under a --------- certificate, Trust Agreement dated as of the Closing DateOctober 30, as to the good standing 1979, among shareholders of the Company in the state of DelawareTrust, (f) the receipt by the Purchaser of a stock certificate, representing the Shares, and (g) the accuracy of the representations and warranties made by the Company herein as of the Closing as though such representations and warranties had been made on and as of Closing CRC and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company in the form attached hereto as Exhibit 3 certifying as --------- to the same. This Agreement and the Registration Rights Agreement are collectively referred to herein as the Trustee thereunder."Transaction Documents".

Closings. 3.1 Delivery Subject to the terms and conditions of this Agreement, the closing of the Shares at sale by Seller and the Closing. The completion purchase by Buyer of the -------------------------------------- purchase and sale of the Shares being purchased and sold Initial Properties pursuant to this Agreement (the "“First Closing"”) shall occur on April 17, 2012, or such other date as Buyer and Seller may agree upon in writing (the “First Closing Date”), at the offices of MintzSeller. The Supplemental Closing shall occur on the Supplemental Closing Date as provided in Section 2(b), Levinalso at the offices of Seller. For purposes of this Agreement, Cohneach of the First Closing and the Supplemental Closing may be referred to, Ferrisindividually, Glovsky as a “Closing” and, collectively, as the “Closings”; and Popeothe First Closing Date and the Supplemental Closing Date may be referred to, P.C.individually, Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (the "as a “Closing Date")” and, or such other time and place collectively, as shall be agreed to by the Company and the Purchaser“Closing Dates”. At the each Closing, the Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and the Company shall deliver to the Purchaser one or more stock certificates representing the Shares purchased by the Purchaser, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt Buyer shall pay the applicable Purchase Price to Seller by the Company of a certified or official bank check or checks or wire transfer of immediately available U.S. funds to an account designated by Seller in the full amount of the Purchase Price for the Shares being purchased hereunderwriting; (b) execution Seller shall properly execute, acknowledge, deliver, and delivery convey the applicable Properties to Buyer by the Purchaser an Assignment, Xxxx of the Registration Rights Agreement Sale, and Conveyance substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (b) the execution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance reasonably satisfactory to the Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the Company, in the form attached hereto as Exhibit 2B, (e) in recordable form, for each county in which the receipt lands covered by the Purchaserapplicable Properties are located (the “Assignment”); (c) Seller shall provide to Buyer copies of any and all consents and approvals that are required for the consummation of the transactions contemplated by this Agreement; (d) Seller shall provide to Buyer a certificate, of a --------- certificatein form and substance acceptable to Buyer, dated as of the applicable Closing Date, certifying that the conditions set forth in Sections 13(a) and 13(b) have been fully satisfied and fulfilled; (e) Buyer shall provide to Seller a certificate, in form and substance acceptable to Seller, dated as to the good standing of the Company applicable Closing Date, certifying that the conditions set forth in the state of Delaware, Sections 14(a) and 14(b) have been fully satisfied and fulfilled; (f) Buyer and Seller shall execute appropriate federal and state assignment forms as may be required to effectuate the receipt by conveyance of the Purchaser of a stock certificate, representing the Shares, and relevant Properties; (g) Seller shall properly execute and deliver to Buyer a certificate that satisfies the accuracy requirements of Treas. Reg. § 1.1445-2(b)(2), certifying that Seller is not a “foreign” Person for federal income tax purposes; (h) Seller shall deliver to Buyer releases of the representations and warranties made Liens granted by Seller to Petro Capital XXV, LLC, encumbering the Company herein as of Properties being conveyed to Buyer at the Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to relevant Closing, and Purchaser's receipt of a certificate executed by such releases shall be in form and substance that are reasonably satisfactory to Buyer; and (i) Seller and Buyer shall execute and deliver one or more XXXx, covering the Senior Vice President relevant Properties. In addition, at the Supplemental Closing, Seller and Buyer shall execute and deliver an amendment to Exhibit A to this Agreement that adds the descriptions of the Company in Supplemental Leases comprising the form attached hereto as Exhibit 3 certifying as --------- to Supplemental Properties and lists the same. This Agreement Working Interests and Net Revenue Interests of Seller therein, the Net Mineral Acres covered thereby, and the Registration Rights Agreement are collectively referred to herein as the "Transaction Documents"expiration dates thereof.