Common use of Additional Consideration Clause in Contracts

Additional Consideration. As additional consideration for the Loan Amount, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

Additional Consideration. As (a) In addition to the proceeds received by the Restricted Person in relation to the Merger Agreement and subject to the conditions set forth in this Section 4, the Company shall provide additional consideration for the Loan Amount, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant Restricted Person in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) annual amount of $1,900,000.00 during each year term of the Restricted Period (the “WarrantAdditional Consideration”). (b) The Company shall pay the Additional Consideration to the Restricted Person in equal monthly installments (each, an “Additional Consideration Payment”) entitling during the Lender Restricted Period, in arrears on the fifteenth (15th) day of each month (as applicable, the “Payment Date”), subject to purchase an aggregate the Restricted Person’s compliance with the terms of one share this Agreement. (c) The Company’s obligation to make the Additional Consideration Payments shall cease in the event of the BorrowerRestricted Person’s Common Stockdeath during the Restricted Period. The Company’s obligation to make an Additional Consideration Payment shall be conditioned on the Company being Solvent at the time of and assuming payment of an applicable Additional Consideration Payment. For purposes hereof, $.001 par “Solvent” means, with respect to the Company and its Subsidiaries taken as a whole, on the applicable Payment Date: (i) the present fair saleable value per share of the assets taken as a whole (i.e., the price a third party buyer is willing to pay for such assets in an arm’s length transaction) of such Person will exceed the amount that will be required to pay the probable liability on the existing debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of such Person as they become absolute and matured; (ii) the sum of the debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of such Person will not exceed all of the property of such Person at a fair valuation; (iii) the assets of such Person do not constitute unreasonably small capital for such Person to carry on its businesses as now conducted or proposed to be conducted; and (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature. For purposes of the preceding sentence, the amount of contingent obligations outstanding at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that is reasonably expected to become an actual or matured liability. To the extent that the Company is not or would not be Solvent at such time, the Company shall not be obligated to pay such Additional Consideration Payment on its Payment Date. If Parent or Company asserts hereunder that the Company is not Solvent, Parent shall provide to Restricted Person (from time to time upon Restricted Person’s request) (x) a certification by Parent’s Board of Directors that the Company is not Solvent, and (y) all information and data, and copies of applicable books and records, to reasonably support such certification. Such Additional Consideration Payment (together with interest at an annual rate of LIBOR plus 500 basis points) shall be paid on the Payment Date in the next calendar month in which the Company is Solvent and would be Solvent following payment of such Additional Consideration Payment and the Additional Consideration Payment otherwise due on such Payment Date; provided, however, that payment of such Additional Consideration Payment must nevertheless be made by the Company on March 15 of the succeeding year after the year of the applicable deferral of payment of such Additional Consideration Payment, unless, on such date and assuming payment of such applicable Additional Consideration Payment, (i) the Company is not or would not be Solvent and (ii) delay of the payment of such Additional Consideration Payment is permitted under Treasury Regulation 1.409A-3(d) (together, the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant SharesDelay Conditions”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant Any Additional Consideration Payment not made on such March 15 date shall be exercisable paid (together with interest at a price an annual rate of $.45 per Warrant Share, LIBOR plus 500 basis points) on the same price expected to be paid by investors Payment Date in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act next calendar month in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates second Delay Condition set forth above is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretionno longer applicable. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

Additional Consideration. As additional consideration (a) [***] (b) [***] (c) The Parties intend the Ceding Company’s assignment pursuant to the first sentence of Section 3.2(a) to be a present assignment of all of the Ceding Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Ceding Company does hereby grant to the Reinsurer a security interest in all of the Ceding Company’s right, title and interest (legal, equitable or otherwise), if any, to all Additional Consideration (and any bank account, lockbox or other account set up for the Loan Amountreceipt of the Additional Consideration after the Effective Time) (the “Collateral”) to secure the Ceding Company’s obligations under this Agreement. All costs and expenses incurred in connection with obtaining a first priority perfected security interest shall be borne by the Reinsurer. (d) The Ceding Company shall execute and deliver and the Reinsurer is authorized to execute and deliver any and all financing statements reasonably requested by the Reinsurer to the extent that it may appear appropriate to the Reinsurer to file such financing statements in order to perfect the Reinsurer’s title and security interest under-Article 9 of the UCC to any and all Collateral, and the Ceding Company shall do such further acts and things as the Reinsurer may reasonably request in order that the security interest granted hereunder may be maintained as a first perfected security interest. (e) Upon the failure of the Ceding Company to remit any Additional Consideration to the Reinsurer, which failure remains uncured [***] after written notice thereof from the Reinsurer is received by the Ceding Company, the Borrower hereby covenants and agrees as followsReinsurer shall have, in addition to all other rights under this Agreement or under applicable Law, the following rights: A. Simultaneously (1) the right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of New York or any other applicable jurisdiction (the “UCC”), as though all the Collateral constituted property subject to a security interest under Article 9 thereof; (2) the right to set-off; (3) the right to intercept and retain moneys and property in any lockbox or other account set up for the receipt of Additional Consideration; (4) the right to reasonable attorney’s fees and costs incurred in connection with the execution enforcement of this Bridge Loan Agreement, Agreement or in connection with the Borrower shall cause disposition of the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five Collateral; and (5) year term (the “Warrant”) entitling the Lender right to purchase an aggregate of one share dispose of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act Collateral in accordance with the following:UCC. 1.(f) If at any time during Sections 3.2(c), and (e) are being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the five-year term provisions of this Agreement and the express intent of the WarrantsParties, the Borrower proposes to file a Registration Statement under Ceding Company retained ownership of or any rights in the Securities Act (a “Registration Statement”); it will at such time give written notice Collateral, the Reinsurer’s rights to the Lender of its intention to do so. Upon written request Collateral are protected with a first priority, perfected security interest, and it is the intent of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender Parties that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may 3.2 be exercised only by the Lender or any affiliate thereofinterpreted as such. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

Additional Consideration. (a) As additional consideration for each Lender funding its Term Loans pursuant to Section 2.2 and Section 3.5, (i) on the Tranche A Closing Date, Borrower shall pay to each Lender an amount equal to the product of (A) the amount of the Tranche A Loan Amountadvanced by such Lender on the Tranche A Closing Date, multiplied by (B) one and three-quarters (1.75%) (each such product, the “Additional Tranche A Commitment Consideration”) and (ii) on the Tranche B Closing Date (to the extent it occurs), Borrower hereby covenants shall pay to each Lender an amount equal to the product of (A) the amount of the Tranche B Loan advanced by such Lender on the Tranche B Closing Date, multiplied by (B) one and agrees as follows: A. Simultaneously three-quarters (1.75%) (each such product, the “Additional Tranche B Commitment Consideration” and, together with the execution of this Bridge Loan AgreementAdditional Tranche A Commitment Consideration, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion SharesAdditional Commitment Consideration”). The Additional Tranche A Commitment Consideration and the Additional Tranche B Commitment Consideration, as applicable, shall be fully earned when paid and shall not be refundable for any reason whatsoever and such Additional Commitment Consideration shall be treated as original issue discount for U.S. federal income tax purposes. (b) As additional consideration for each Lender’s having made the Term Loans pursuant to Section 3.5, on the Term Loan Maturity Date or the date of any prepayment of any Term Loan by Borrower (i) pursuant to Section 2.2(c)(i) or Section 2.2(c)(ii) or (ii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), Borrower shall register pay to each Lender an amount equal to such Lender’s Applicable Percentage of the Conversion Shares under product of (A) the Securities Act in principal amount (including accrued and capitalized PIK Interest) of the same manner as Term Loan(s) being paid or prepaid, multiplied by (B) 0.02 (each such product, the Warrant Shares; and “Additional Loan Consideration” and, together with the Conversion Shares Additional Commitment Consideration, the “Additional Consideration”). The Additional Loan Consideration shall be subject to the same conditions fully earned when paid and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lendersshall not be refundable for any reason whatsoever.

Additional Consideration. (a) As additional a material inducement to Lessor to enter into this Lease and the transactions contemplated hereby and in consideration for the Loan Amountthereof, the Borrower hereby covenants Lessee has caused a Qualifying Bank to issue or confirm a Qualifying Letter of Credit to Wells Fargo Northwest, National Association, its successors and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five assxxxx (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”LC Holder). In connection with the event issuance of such Letter of Credix, Xxxxxx agrees to pay any costs incurred in connection with any transfer or transfers of the Total Bridge Loan is lent to Letter of Credit. Lessee acknowledges that (i) the Borrower by LC Holder may draw upon the Lenders, the Borrower will issue an aggregate Letter of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act Credit in accordance with the following:xxxxx xxereof if a Letter of Credit Draw Event exists and (ii) upon payment in full of the obligations of Lessor's Affiliate in favor of LC Holder, the LC Holder has agreed to transfer the Letter of Credix xx Xxxxor or Xxxxxx'x designee. Lessee covenants that, except as set forth in paragraph (b) of this Article 35 or after LC Holder has drawn upon such Letter of Credit, at all times during xxx Xxxx of this Lease and until all of Lessee's obligations hereunder have Alabama Lease Agreement been irrevocably satisfied, Lessee shall cause to be held by LC Holder (which term, as and to the extent set forth in the precedxxx xxxxxnce may be Lessor) a Qualifying Letter of Credit. 1.(b) If at both (i) as of the execution of a Year 15 Rent Reset Lease Amendment or a Year 20 Rent Reset Lease Amendment and (ii) as of the delivery of the 15 Year Notice or the 20 Year Notice (as the case may be) which directly preceded such Rent Reset Lease Amendment, the Lessee or the Guarantor had the Minimum Credit Rating, then, from and after the applicable Rent Reset Effective Date, the Lessee shall not be obligated to cause to be held by Lessor a Qualifying Letter of Credit, and, Lessor shall deliver to Lessee any Qualifying Letter of Credit previously delivered to Lessor and not theretofore drawn upon. From and after the payment by Lessee to Lessor of the Year 5 Rent Payment, a Final Rent Payment or the full purchase price pursuant to a Year 15 Rejectable Offer which has been accepted or deemed accepted by Lessor, Lessee shall not be obligated to cause to be held by Lessor a Qualifying Letter of Credit, and Lessor shall deliver to Lessee any Qualifying Letter of Credit previously delivered to Lessor not theretofore drawn upon. (c) At any time during the five-year term Term that a Qualifying Letter of the WarrantsCredit is required to be in place, the Borrower proposes to file a Registration Statement under the Securities Act no later than fifteen (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 15) days after the giving end of each calendar quarter, Lessee shall deliver to Lessor, LC Holder, and any such notice other party designated by the Borrower, the Borrower will advise the Lender Lessor or LC Holder a xxxxxxxxxte issued by an Executive Officer of Lessee cexxxxxxxx either that it shall include the Lender’s Warrant Shares a Letter of Credit Draw Event has or has not occurred in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on said calendar quarter (a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretionCompliance Certificate). 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

Additional Consideration. A. As further consideration for BAPCO to enter into this Settlement Agreement, Aquis hereby authorizes First Union National Bank (the "Escrow Agent") to release to BAPCO all moneys being held in escrow pursuant to the Indemnity Escrow Agreement and, upon such release, the Indemnity Escrow Agreement shall be deemed terminated and the Escrow Agent shall be released from any and all further obligations pursuant to such agreement. The Parties will execute such additional documentation as may be reasonably requested by any of them or the Escrow Agent to promptly effect the release of the Escrow Money (as defined in the Escrow Agreement). B. As additional consideration for each of the Loan Amountparties to enter into this Settlement Agreement, BAPCO hereby grants to Aquis, from the date hereof through June 30, 1999 (the "Option Period"), the Borrower hereby covenants right (the "Option") to satisfy the Promissory Note in full by payment of the sum of Three Million One Hundred Fifty Thousand Dollars ($3,150,000) (the "Exercise Price") by wire transfer to BAPCO of immediately available funds subject to the following terms and agrees as follows: A. Simultaneously with conditions: Exercise of Option - Aquis may exercise the execution Option by giving BAPCO written notice thereof (the "Notice") on or before June 30, 1999. The Notice shall specify the date (within the Option period) that the Exercise Price will be paid. Effect of this Bridge Loan AgreementPayment - Upon BAPCO's receipt of the Dispute Obligation and the Exercise Price, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common StockNote, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”)including any accrued interest thereon, shall be registered under deemed fully paid and satisfied and the Securities Act in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes Promissory Note shall be promptly returned to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registeredAquis. In addition, if such underwriter or placement agent determines that BAPCO and the inclusion Sellers shall promptly execute and deliver to Aquis all appropriate documentation evidencing the release of all the Warrant Shares sought to be sold would have an adverse effect its liens on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity assets of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission Aquis including UCC-3 termination statements (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares which documentation shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lendersprepared by Aquis or its representatives at Aquis' expense; Aquis shall be responsible for any filing fees).

Additional Consideration. As additional consideration for On the Loan Amountdate set forth below, THK shall pay to each Shareholder, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five Additional Consideration (5if any) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act calculated in accordance with this Article VIII. (a) The Additional Consideration shall mean and be equal to five times the following:positive difference, if any, obtained when the Initial Pre-Tax Earnings is subtracted from the product of four times the Average Quarterly Pre-Tax Earnings; 1.(b) If at Any Additional Consideration shall be paid to the Shareholders in the same proportion as the Initial Consideration paid pursuant to Section 2.2 hereof; (c) (i) One-half of any time during Additional Consideration shall be paid in cash; and (ii) one-half shall be paid in shares of THK Common Stock. The number of shares to be issued will be equal to the five-year term quotient obtained by dividing fifty percent (50%) of the WarrantsAdditional Consideration by the Measurement Date FMV as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the Borrower proposes to file a Registration Statement under like occurring after the Securities Act Closing Date but before the end of the Measurement Period. (a “Registration Statement”); it will at such time give written notice d) Any Additional Consideration payable to the Lender of its intention to do so. Upon written request of the Lender, given within 15 Shareholders hereunder shall be paid no later than ten days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file THK files with the Securities and Exchange Commission Commission, its quarterly report on Form 10-Q or 10-QSB or annual report on Form 10-K or 10-KSB for the first quarter ended after the Measurement Period. (e) Any fractional shares resulting from any of the “Commission”) all amendments, post-effective amendments and supplements calculations required by this Article VIII shall be rounded up to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereofnearest whole number. B. The Lenders (f) No Shareholder shall have the right and option to convert the entire unpaid balance demand payment of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”)Additional Consideration other than in accordance with this Article VIII. The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares In addition, no Shareholder shall be subject entitled to pledge, borrow or otherwise obtain the same conditions and restrictions as benefits of the Warrant Shares. If Additional Consideration until payment of the Total Loan Amount principal Additional Consideration is converted required to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lendersbe paid by THK.

Additional Consideration. (a) As additional consideration for the obligation of each Lender to fund its Applicable Percentage of the Tranche A Loan Amountand the Tranche B Loan and the funding of its Applicable Percentage of the Tranche A Loan and the Tranche B Loan pursuant to Section 2.2(a) and Section 3.7, on the Tranche A Closing Date, Borrower shall pay to each Lender an amount equal to the product of (i) the sum of such Lender’s Tranche A Commitment and Tranche B Commitment, multiplied by (ii) 0.0175 (such product, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant SharesTranche A/B Additional Consideration”). In Any and all Tranche A/B Additional Consideration shall be fully earned when paid and shall not be refundable for any reason whatsoever and shall be treated as original issue discount with respect to the Tranche A Loan for U.S. federal income tax purposes. The Tranche A/B Additional Consideration payable hereunder shall be due on the Tranche A Closing Date and shall be deducted from the proceeds of the Tranche A Loan to be advanced to Borrower pursuant to Section 2.2(a) and Section 3.7. (b) As additional consideration for the obligation of each Lender to fund its Applicable Percentage of the Tranche C Loan and the funding of its Applicable Percentage of the Tranche C Loan pursuant to Section 2.2(a) and Section 3.7, on the Tranche C Closing Date, Borrower shall pay to each Lender an amount equal to the product of (i) the sum of such Lender’s Tranche C Commitment, multiplied by (ii) 0.0175 (such product, the “Tranche C Additional Consideration”). Any and all Tranche C Additional Consideration shall be fully earned when paid and shall not be refundable for any reason whatsoever and shall be treated as original issue discount with respect to the Tranche C Loan for U.S. federal income tax purposes. The Tranche C Additional Consideration payable hereunder shall be due and payable on the Tranche C Closing Date and shall be deducted from the proceeds of the Tranche C Loan to be advanced to Borrower pursuant to Section 2.2(a) and Section 3.7; provided, however, that, (A) in the event of any prepayment of the Term Loans pursuant to Section 2.2(c) or as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) on or prior to the Tranche C Closing Date (including where the Tranche C Closing Date does not timely occur and the Tranche C Commitments are reduced to zero), or (B) in the event of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) upon the occurrence of an Event of Default under Section 7.2(c) (including where the Tranche C Closing Date does not timely occur and the Tranche C Commitments are reduced to zero), in each case of sub-clause (A) and (B) above, the Tranche C Additional Consideration payable hereunder shall be due and payable upon the occurrence of any such event, without any notice, demand or other action by the Collateral Agent or any Lender, and shall be paid together with such prepayment (and in addition to the accompanying Makewhole Amount and Prepayment Premium that is payable pursuant to Section 2.2(e) and Section 2.2(f), as applicable). For the avoidance of doubt, no Tranche C Additional Consideration shall be due and payable hereunder in the event the Total Bridge Tranche C Closing Date does not occur by September 30, 2024 and (x) each of the conditions precedent to each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered has been satisfied (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act or waived in accordance with Section 11.5) prior to September 30, 2024 and (y) the following: 1.) If at any time during the five-year term failure of the WarrantsTranche C Closing Date to occur by September 30, 2024 is solely caused by the failure of Lenders to fund the Tranche C Loan by September 30, 2024 in accordance with Section 3.7. (c) As additional consideration for the obligation of each Lender to fund its Applicable Percentage of the Tranche D Loan and, if applicable, the funding of its Applicable Percentage of the Tranche D Loan pursuant to Section 2.2(a) and Section 3.7, on the Tranche D Closing Date, Borrower proposes shall pay to file a Registration Statement under each Lender an amount equal to the Securities Act product of (a i) the sum of such Lender’s Tranche D Commitment, multiplied by (ii) 0.0175 (such product, the “Registration StatementTranche D Additional Consideration”); it will at such time give written notice . Any and all Tranche D Additional Consideration shall be fully earned when paid and shall not be refundable for any reason whatsoever and shall be treated as original issue discount with respect to the Lender of its intention to do soTranche D Loan for U.S. federal income tax purposes. Upon written request The Tranche D Additional Consideration payable hereunder shall be due and payable on the Tranche D Closing Date and shall be deducted from the proceeds of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Tranche D Loan to be advanced to Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. Ifpursuant to Section 2.2(a) and Section 3.7; provided, however, that, (A) in the offering event (x) of any prepayment of the Term Loans pursuant to which Section 2.2(c) or as a result of the Registration Statement relates is acceleration of the maturity of the Term Loans pursuant to be distributed Section 8.1(a) on or prior to August 29, 2025, and (y), as of the date of such prepayment or acceleration, the FDA has not formally declined to approve an NDA for UGN-102 (mitomycin), by or through on behalf of Parent, for the introduction or delivery for introduction into interstate commerce of UGN-102 (mitomycin) in the United States, or (B) in the event of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a) upon the occurrence of an underwriter Event of Default under Section 7.2(c) (including where the Tranche C Closing Date does not timely occur and the Tranche C Commitments are reduced to zero), in each case of sub-clause (A) and (B) above, the Tranche D Additional Consideration payable hereunder shall be due and payable upon the occurrence of such event, without any notice, demand or placement agent approved other action by the BorrowerCollateral Agent or any Lender, the Lender may at the Lender’s option agree and shall be paid together with such prepayment (and in addition to sell the Warrant Shares through such underwriter or placement agent on the same terms any accompanying Makewhole Amount and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines Prepayment Premium that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof is payable pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof2.2(e) and Section 2.2(f), as applicable). B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

Additional Consideration. As (a) Following the Closing Date, Buyer (or at the direction of Buyer, the New Business Segment) shall pay to the Sellers additional consideration for the Loan AmountPurchased Assets (“Additional Consideration”), if, and only if, the Borrower hereby covenants and agrees Additional Consideration Targets (as follows: A. Simultaneously defined below), have been met, as set forth in this Section 2.8. Upon payment of Additional Consideration owed to Sellers in accordance with Section 2.8(i), Buyer shall be deemed to have fully satisfied its obligations pursuant to this Section 2.8. The Additional Consideration payable pursuant to this Section 2.8 constitutes part of the Consideration payable by Buyer in connection with the execution transactions contemplated by this Agreement and shall be treated as such for all purposes, including for Tax purposes. (b) Without prior written consent of Buyer, no Seller may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Additional Consideration, other than by the laws of descent and distribution or succession except that, subject to notice to the Buyer of the name, address, and other contact information for the transferee and written confirmation from the transferee that he, she, or it acknowledges that Sellers retain exclusive rights under this Bridge Loan Agreement, including the Borrower right to dispute any determination of Additional Consideration or Sellers’ rights thereto (i) a Seller may transfer its rights to any cash portion of the Additional Consideration to any Person and (ii) TESI may transfer its rights to any stock portion of the Additional Consideration to Xxxxx or Xxxxx or another Seller Shareholder. TESI may not transfer its rights to any stock portion of the Additional Consideration or rights to any stock portion of the Consideration under Section 2.5(b) to a Seller Shareholder unless such Seller Shareholder prior to issuance executes a certification in a form acceptable to RLH that such Seller Shareholder is an accredited investor (as defined in the rules promulgated under the Securities Act). The right of a Seller to a portion of the Additional Consideration, if any, shall cause not be represented by a certificate or other instrument, shall not represent an ownership interest in Buyer or the issuance New Business Segment and delivery shall not entitle any Seller to any rights as a holder of any equity security of Buyer, the New Business Segment or any of their Affiliates. (c) Not later than September 15, 2016, Sellers will deliver to Buyer a list of all of the Active Franchise Agreements and Room Count as of September 13, 2016. Sellers and Buyer shall consult in good faith to agree upon a methodology for compiling such listing and make appropriate adjustments to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term list based upon such methodology (the “WarrantInterim Franchise Agreement List”) entitling the Lender ). Prior to purchase an aggregate Closing, Sellers shall deliver a list of one share all of the BorrowerActive Franchise Agreements and Room Count as of Closing using the methodology used for the Interim Franchise Agreement List, which list shall be subject to Buyer’s Common Stockapproval, $.001 par value per share which will not be unreasonably withheld, conditioned, or delayed. (d) If the Closing occurs, Sellers shall become entitled to the Additional Consideration (if any) in the amounts specified below, if the following conditions and requirements (the “Common StockAdditional Consideration Targets”) for each $.90 are satisfied: (i) If, at the first anniversary of the Loan Amount loaned to the Borrower hereunder Closing Date (the “Warrant First Anniversary”): (A) a fraction, the numerator of which is the First Anniversary Benchmark, and the denominator of which is the Closing Benchmark, expressed as a percentage (the “First Anniversary Earn-Out Calculation”), is at least 90%, Buyer will promptly (1) pay to the Sellers $4,000,000 and (2) issue an additional 414,000 Shares; or (B) the First Anniversary Earn-Out Calculation is less than 90% and equal to or greater than 80%, Buyer will promptly (1) pay to the Sellers $3,000,000 and (2) issue an additional 310,500 Shares (any such payment/issuance pursuant to this Section 2.8(d)(i), the “First Year Earn-Out”). (ii) If, at the second anniversary of the Closing Date (the “Second Anniversary”): (A) a fraction, the numerator of which is the Second Anniversary Benchmark, and the denominator of which is the Closing Benchmark, expressed as a percentage (the “Second Anniversary Earn-Out Calculation”), is at least 90%, Buyer will promptly (1) pay to the Sellers $3,000,000 and (2) issue an additional 276,000 Shares; or (B) the Second Anniversary Earn-Out Calculation is less than 90% and equal to or greater than 80%, Buyer will promptly (1) pay to the Sellers $2,250,000 and (2) issue an additional 207,000 Shares (any such payment/issuance pursuant to this Section 2.8(d)(ii), the “Second Year Earn-Out”). (e) In the event that there is no First Year Earn-Out paid under Section 2.8(d)(i), if, as of the First Anniversary, a fraction, the numerator of which is the First Anniversary Membership Fee Revenue, and the denominator of which is the Closing Membership Fee Revenue, expressed as a percentage, is at least 90%, Buyer will promptly (1) pay to the Sellers $4,000,000 and (2) issue an additional 414,000 Shares. Notwithstanding the First Anniversary Earn-Out Calculation and the calculation under this Section 2.8(e), the minimum payout to Sellers collectively under Section 2.8(d)(i) and Section 2.8(e) shall be $1,000,000. (f) In the event that there is no Second Year Earn-Out paid under Section 2.8(d)(ii), if, as of the Second Anniversary, a fraction, the numerator of which is the Second Anniversary Membership Fee Revenue, and the denominator of which is the Closing Membership Fee Revenue, expressed as a percentage, is at least 90%, Buyer will promptly (1) pay to the Sellers $3,000,000 and (2) issue an additional 276,000 Shares. Notwithstanding the Second Anniversary Earn-Out Calculation and the calculation under this Section 2.8(f), the minimum payout to Sellers collectively under Section 2.8(d)(ii) and Section 2.8(f) shall be $1,000,000. (g) Within 90 days following (i) the First Anniversary, with respect to the First Year Earn-Out, and (ii) the Second Anniversary, with respect to the Second Year Earn-Out, as the case may be, Buyer shall deliver to the Sellers a statement (the “Earn-Out Statement”) setting forth Buyer’s calculations under Section 2.8(d)(i), Section 2.8(d)(ii) and, if applicable, Section 2.8(e) and Section 2.8(f). Within thirty (30) days following receipt by the Sellers of any Earn-Out Statement, the Sellers shall deliver one, joint written notice to Buyer of any dispute they have with respect to the preparation or content of the Earn-Out Statement. If the Sellers do not notify Buyer of a dispute with respect to the Earn-Out Statement within such 30-day period, such Earn-Out Statement will be final, conclusive and binding on the parties hereto. In the event of such notification of a dispute, Buyer and the Sellers shall negotiate in good faith to resolve such dispute. If Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the Sellers advise Buyer of their objections, then Buyer and the Sellers engage the Independent Accountant to resolve such dispute. As promptly as practicable thereafter (and, in any event, within thirty (30) days after the Independent Accountant’s engagement), the Sellers shall submit any unresolved elements of their objection to the Independent Accountant in writing (with a copy to Buyer), supported by any documents and arguments upon which they rely. As promptly as practicable thereafter (and, in any event, within 15 days following the Sellers’ submission of such unresolved elements), Buyer shall submit its response to the Independent Accountant (with a copy to the Sellers) supported by any documents and arguments upon which Buyer relies. Buyer and the Sellers shall request that the Independent Accountant render its determination within 15 days following its receipt of Buyer’s response. The scope of the disputes to be resolved by the Independent Accountant shall be limited to the unresolved items to which the Sellers objected. All determinations made by the Independent Accountant will be final, conclusive and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be paid by the Sellers, on the one hand, and Buyer, on the other hand, based upon an equitable allocation reflecting the relative disparity between the amount each party claimed to be appropriate and the amount actually determined by the Independent Accountant. In the event the parties are unable to determine the equitable allocation, the Independent Accountant will do so. (h) For purposes of complying with the terms set forth in this Section 2.8, each party shall cooperate with, and make available to, the other party and its representatives such information, records, data and working papers, and shall permit reasonable access to its facilities and personnel during regular business hours, as may be reasonably required in connection with the preparation and analysis of any Earn-Out Statement and the resolution of any disputes under the Earn-Out Statement. (i) Buyer shall pay any Additional Consideration consisting of cash to the Sellers pro rata in accordance with the percentage indicated next to each Seller’s name on Exhibit B attached hereto, which may be amended by Sellers from time to time by written notice to Buyer consistent with Section 2.8(b). Buyer shall issue any Additional Consideration consisting of Shares to TESI, in each case no later than 30 Business Days following the date that such amounts are finally determined pursuant to this Section 2.8. (j) Subject to the terms and conditions of this Agreement, subsequent to the Closing, Buyer will have the sole power and right to control the Business and operations of Buyer (including the New Business Segment) in its sole discretion; provided, however, that Buyer shall not, directly or indirectly, take any action, or refrain from taking action for the purpose of adversely affecting the ability of the Sellers to earn the Additional Consideration. Prior to the second anniversary of the Closing Date, except in each case with the prior written consent of Sellers, Buyer shall: (i) maintain separate books and records for the New Business Segment in a manner reasonably calculated to facilitate the determination of the Earn-Out in a manner consistent with the terms and conditions of this Agreement; (ii) not transfer or reassign any Purchased Assets or any portion of the Business to any third party or Affiliate of Buyer except in a Change of Control; and (iii) operate the Business in accordance with the guidelines set forth on Schedule 2.8(j)(iii); provided, however that Buyer may at any time terminate the restrictions in this Section 2.8(j) by providing written notice to the Sellers that the maximum Additional Consideration Targets for each of the First Anniversary and Second Anniversary measuring period are deemed to have been met and the maximum level of Additional Consideration is paid in full all in accordance with the terms of this Agreement. (k) In the event Buyer sells or transfers control of the New Business Segment by merger, consolidation, exchange, dividend or sale of substantially all of the New Business Segment’s assets, by operation of law or otherwise (a “Change of Control”), and such Change of Control closes prior to the First Anniversary, then Sellers, by notice provided within fifteen (15) calendar days of the closing of such Change of Control, may, in lieu of any right to receive any further Additional Consideration, elect to receive 75% of the Additional Consideration payable under Section 2.8(d)(i) and Section 2.8(d)(ii). If the Change of Control closes after the First Anniversary but prior to the Second Anniversary, then Sellers, by notice provided within fifteen (15) calendar days of the closing of the Change of Control, may, in lieu of any right to receive any further Additional Consideration, elect to receive 75% of the Additional Consideration payable under Section 2.8(d)(ii). In the event that Sellers do not elect to receive Additional Consideration under this Section 2.8(k), the Total Bridge Loan is lent obligations of Buyer under this Section 2.8 shall cease to apply to Buyer and its Affiliates, but shall be binding upon any successors and assigns of Buyer or the New Business Segment. In the event that Sellers elect to receive Additional Consideration under this Section 2.8(k), there shall be no further obligations under this Section 2.8 to pay Additional Consideration. (l) If, prior to the Borrower by six-month anniversary of Closing, RLH terminates either the LendersXxxxx Employment Agreement or the Xxxxx Employment Agreement without “Cause” (as defined therein), the Borrower will issue an aggregate maximum Additional Consideration Targets for each of 1,833,333 Warrant Shares the First Anniversary and Second Anniversary measuring period shall immediately be deemed to have been met and the Lenders. The Warrant maximum level of Additional Consideration shall be exercisable at a price of $.45 per Warrant Share, the same price expected paid to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act TESI promptly upon such termination in accordance with the following:terms of this Agreement. 1.(m) If at any time during If, subsequent to the fivesix-year term month anniversary of Closing but prior to the WarrantsSecond Anniversary, RLH terminates either the Borrower proposes to file a Registration Statement under Xxxxx Employment Agreement or the Securities Act Xxxxx Employment Agreement without “Cause” (as defined therein) (a “Registration StatementTermination Event”); it , a fraction will at such time give written notice to be calculated consistent with the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrowerprocedure established under Section 2.8(f), the Borrower will advise numerator of which is the Lender that it shall include Accelerated Benchmark, and the Lender’s Warrant Shares in denominator of which is the Registration Statement. IfClosing Benchmark, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions expressed as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission percentage (the “Commission”) all amendments, postAccelerated Earn-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion SharesOut Calculation”). The Borrower shall register If the Conversion Shares Termination Event occurs subsequent to the six month anniversary of Closing but prior to the First Anniversary, then Sellers, by notice provided within fifteen (15) calendar days of the finalization of the Accelerated Earn-Out Calculation, may, in lieu of any right to receive any further Additional Consideration, elect to receive 100% of the Additional Consideration payable under Section 2.8(d)(i) and Section 2.8(d)(ii) assuming that such amounts were calculated as of the Securities Act in occurrence of the same manner as the Warrant Shares; Termination Event and the Conversion Accelerated Earn-Out Calculation were substituted for the First Anniversary Earn-Out Calculation and Second Anniversary Earn-Out Calculation, respectively. If the Termination Event closes after the First Anniversary but prior to the Second Anniversary, then Sellers, by notice provided within fifteen (15) calendar days of the finalization of the Accelerated Earn-Out Calculation, may, in lieu of any right to receive any further Additional Consideration, elect to receive 100% of the Additional Consideration payable under Section 2.8(d)(ii) assuming that such amounts were calculated as of the occurrence of the Termination Event and the Accelerated Earn-Out Calculation were substituted for the Second Anniversary Earn-Out Calculation. The procedures under Section 2.8(f) shall apply for purposes of determining amounts due under this Section 2.8(m). Schedule 2.8(m) provides an example of the calculation under this paragraph. In the event that Sellers elect to receive Additional Consideration under this Section 2.8(m), there shall be no further obligations under this Section 2.8 to pay Additional Consideration. (n) The number of Shares issuable under this Section 2.8 shall be subject to appropriate adjustment in the same conditions event of any stock dividend, stock split, combination or other similar recapitalization with respect to RLH’s common stock following execution of this Agreement and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares prior to the Lendersdate such Shares are issued.

Additional Consideration. As additional consideration for the Loan AmountBuyer agrees to pay to Yergos, the Borrower hereby covenants Hxxxxxxxx, Kxxxxxx and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term Hxxx (the “Warrant”"Additional Consideration Sellers") entitling the Lender to additional purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share price consideration (the “Common Stock”"Additional Consideration") for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”based on this Section 2(d). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected Additional Consideration to be paid by investors in the Private OfferingBuyer to the Additional Consideration Sellers shall be contingent upon the Companies meeting certain earnings before interest and tax ("EBIT") goals during the 12 consecutive month period commencing as of the Closing (the "EBIT Bonus Period") as set forth below. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), Additional Consideration shall be registered under paid by the Securities Act Buyer to the Additional Consideration Sellers in accordance with the following: 1.percentage interests as set forth on Schedule 2(d). Additional Consideration to be paid shall be: (i) If an aggregate of $500,000.00 if the Companies achieve at any time least $1,600,000.00 of EBIT during the five-year EBIT Bonus Period, or (ii) an aggregate of $1,000,000.00 if the Companies achieve at least $2,000,000.00 of EBIT during the EBIT Bonus Period. The proportionate share of the Additional Consideration to be paid to each of Hxxxxxxxx, Kxxxxxx and Hxxx shall be paid out over a period of 24 months in accordance with the terms and conditions set forth in promissory notes to be delivered by Buyer to Hxxxxxxxx, Hall and Kxxxxxx respectively and in the form which is set forth on Exhibit "E-1." The proportionate share of the Additional Consideration to be paid to Yergos shall be added to the then outstanding principal balance on Yergos' Buyer Note, with such Additional Consideration to be paid to Yergos paid over the balance of the then remaining term of Yergos' Buyer Note. EBIT, for purposes of calculating Additional Consideration shall be calculated consistent with the Warrantsmethodology set forth on Schedule 2(d), which methodology shall, except where otherwise reflected on Schedule 2(d) to be consistent with GAAP and Buyer's audited financial statements. (i) Within 90 days after the one year anniversary of the Closing, Buyer shall prepare and deliver, or cause to be prepared and delivered to the Additional Consideration Sellers, the Borrower proposes calculation of EBIT (the "EBIT Statement") setting forth the calculation of EBIT during the EBIT Bonus Period. The EBIT Statement shall be prepared in accordance with GAAP, subject to file a Registration Statement under the Securities Act principles of preparation and consistent with the calculations set forth on Schedule 2(d). (a “Registration ii) Within 30 days following receipt by the Additional Consideration Sellers of the EBIT Statement”, the Additional Consideration Sellers, through Additional Consideration Sellers' representative, Mxxxxxx Xxxxx (the "Additional Consideration Sellers' Representative"); it will at such time give , shall deliver written notice (an "Objection Notice") to Buyer of any dispute the Additional Consideration Sellers have with respect to the Lender preparation or content of its intention such EBIT Statement. An Objection Notice must describe in reasonable detail the items contained in the EBIT Statement that the Additional Consideration Sellers dispute and the basis for any such disputes. Any items not disputed in the Objection Notice will be deemed to have been accepted by the Additional Consideration Sellers. If the Additional Consideration Sellers do sonot deliver an Objection Notice with respect to the EBIT Statement within such 30-day period, such EBIT Statement will be final, conclusive and binding on the parties. Upon written request of If the LenderAdditional Consideration Sellers deliver a timely Objection Notice, given Buyer and the Additional Consideration Sellers agree to negotiate in good faith to resolve such dispute. If Buyer and the Additional Consideration Sellers, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after the Additional Consideration Sellers' Representative delivers an Objection Notice, Buyer and the Additional Consideration Sellers, jointly, shall have their respective accounting firms select an third accounting firm (the "Accounting Firm") to resolve such dispute, unless Buyer and the Additional Consideration Sellers agree to select such Accounting Firm otherwise in writing. As promptly as practicable thereafter (and, in any event, within 15 days after the giving Accounting Firm's engagement), the Additional Consideration Sellers shall submit any unresolved elements of their objection to the Accounting Firm in writing (with a copy to the Buyer), supported by any documents and arguments upon which it relies. As promptly as practicable thereafter (and, in any event, within 15 days following the Additional Consideration Sellers submission of such notice unresolved elements), the Buyer shall submit its response to the Accounting Firm (with a copy to the Additional Consideration Sellers' Representative) supported by any documents and arguments upon which the Additional Consideration Sellers rely. The Buyer and the Additional Consideration Sellers shall request that the Accounting Firm render its determination within 15 days following its receipt of the Buyer's response. The scope of the disputes to be resolved by the Borrower, Accounting Firm shall be limited to the Borrower will advise unresolved items on the Lender that it Objection Notice and items directly affected by such unresolved items. The Accounting Firm shall include base its decision solely upon the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved written presentations by the BorrowerBuyer and the Additional Consideration Sellers. The Buyer and the Additional Consideration Sellers each shall be responsible for one-half of the fees and expenses of the Accounting Firm. All determinations made by the Accounting Firm will be final, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent conclusive and binding on the same parties. (iii) For purposes of complying with the terms set forth in this Section 2(d), each party shall cooperate with and conditions as the underwriter or placement agent agrees make available to sell the other securities proposed party and its representatives all information, records, data and working papers and shall permit access to be registered. In additionits facilities and personnel, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offeringupon advance notice and during normal business hours, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary reasonably required in connection with the preparation and analysis of the EBIT Statement and the resolution of any disputes under the Securities Act and EBIT Statement, provided that (i) the regulations provision of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof any information or access pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares 2(d) shall be subject to appropriate confidentiality undertakings and, if applicable, execution of customary release letters requested by auditors in connection with the same conditions sharing of work papers and restrictions as the Warrant Shares. If the Total Loan Amount principal (ii) nothing in this Section 2(d) shall require any party to disclose information that is converted subject to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenderslegal privilege.

Additional Consideration. As Subject to the terms of this Section 2.3 and the Subscription Agreement, as additional consideration consideration, Seller shall be paid an additional amount (the "Earn-Out Amount"), subject to the limitations on the Earn-Out Amount set forth in Section 2.3.5 below, of cash (the "Earn-Out Cash") or an additional number of Buyer's common shares (the "Earn-Out Shares") for the Loan Amount, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) three year term period (the “Warrant”"Earn-Out Period") entitling commencing December 1, 1998. Buyer shall have discretion, on a year to year basis during the Lender Earn-Out Period, in determining whether Buyer will pay Seller the Earn-Out Amount in: (x) Earn-Out Cash; (y) Earn-Out Shares; or, (z) part Earn-Out Cash and part Earn-Out Shares. However, should Buyer determine to purchase an aggregate of one share pay Seller more than 60% of the Borrower’s Common StockEarn-Out Amount in Earn-Out Shares, $.001 par value per share (then Seller shall have the “Common Stock”) option of accepting Buyer's determination or receiving up to a maximum of 40% of the Earn-Out Amount in Earn-Out Cash and the remainder in Earn-Out Shares. Buyer shall pay the Earn-Out Amount no later than 15 business days after the receipt by the Buyer of Telecom's audited financial statements for each $.90 of fiscal year ending November 30 during the Loan Amount loaned Earn-Out Period. Any Earn-Out Shares payable to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower Seller under this Section 2.3 shall be registered by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares Buyer (at its sole expense) pursuant to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended within six (6) months from the “Securities Act”), shall date upon which Seller becomes entitled to such shares. The Earn-Out Amount will be registered under the Securities Act in accordance with based upon the following: 1.2.3.1 If Telecom's audited earnings before taxes ("EBT") If at any time during for the five-fiscal year term of ending November 30, 1999 ("1999 EBT") exceeds U.S.$1,300,000, (the Warrants, the Borrower proposes exceeded amount hereinafter referred to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition"1999 Excess Amount"), if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only then Seller will be entitled to participate an Earn-Out Amount. Buyer shall pay the Earn-Out Amount, subject to Section 2.3 above, as follows: (i) an amount of Earn-Out Cash equal to the 1999 Excess Amount or (ii) a number of Earn-Out Shares determined by dividing the 1999 Excess Amount by the Nasdaq Share Price for the 15 trading days prior to the date upon which Telecom's audited financial statements for the fiscal year ending November 30, 1999 are delivered to Buyer. 2.3.2 If Telecom's EBT for the fiscal year ending November 30, 2000 ("2000 EBT") exceeds the greater of U.S.$1,500,000 or the 1999 EBT, (the exceeded amount hereinafter referred to as the "2000 Excess Amount"), then Seller will be entitled to an Earn-Out Amount. Buyer shall pay the Earn-Out Amount subject to Section 2.3 above, as follows: (i) an amount of Earn-Out Cash equal to the 2000 Excess Amount or (ii) a number of Earn-Out Shares determined by dividing the 2000 Excess Amount by the Nasdaq Share Price for the 15 trading days prior to the date upon which Telecom's audited financial statements for the fiscal year ending November 30, 2000 are delivered to Buyer. 2.3.3 If Telecom's EBT for the fiscal year ending November 30, 2001 ("2001 EBT") exceeds the greater of U.S.$1,700,000, 1999 EBT or 2000 EBT (the exceeded amount hereinafter referred to as the "2001 Excess Amount"), then Seller will be entitled to an Earn-Out Amount. Buyer shall pay the Earn-Out Amount, subject to Section 2.3 above, as follows: (i) an amount of Earn-Out Cash equal to the 2001 Excess Amount or (ii) a number of Earn-Out Shares determined by dividing the 2001 Excess Amount by the Nasdaq Share Price for the 15 trading days prior to the date upon which Telecom's audited financial statements for the fiscal year ending November 30, 2001 are delivered to Buyer. 2.3.4 For the purposes of calculating the Earn-Out Amount under Section 2.3, the Parties agree that the audited EBT will be calculated as if the transactions contemplated in this Agreement have not occurred, excepting only the Adverse Consequences, and that Telecom business was operated in the underwriting and register Ordinary Course of Business after the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity Closing of this Agreement. In addition to, but not in limitation of the Warrant Shares as forgoing, for the underwriter purposes of calculating EBT, the Parties agree to the following: 2.3.4.1 all management fees and charges, allocations of parent corporation overhead or placement agent may determine similar expense or charge whatsoever made by the Buyer or any of its affiliates, and any other charges made by the Buyer or its affiliates, against the income of Telecom shall be disregarded (other than (i) refinancings of current Telecom indebtedness, and (ii) increases in its discretion.working capital lines of credit related solely to the business of Telecom; 2.) The Borrower hereby covenants 2.3.4.2 intercompany loans, interest, fees and agrees other charges, actual or imputed, that it Buyer imposes in connection with such borrowings shall prepare be disregarded; 2.3.4.3 all interest and promptly file other costs and charges incurred in connection with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations Buyer's financing of the Commission to permit the sale purchase of the Warrant Subject Shares to shall be disregarded; 2.3.4.4 depreciation and amortization shall be calculated as if the publictransactions contemplated hereby had not occurred; 2.3.4.5 capital expenditures requested by Buyer shall be ignored; 2.3.4.6 intercompany purchases or sales of goods or services shall be recalculated at an arm's-length, fair market value price; and 3.) The rights 2.3.4.7 the calculation of the Lender hereof pursuant to EBT under this Section 1.5 may be exercised only 2.3 will take into account any Adverse Consequences actually due Buyer under this Agreement as a result of a breach by the Lender or Seller of any affiliate thereofrepresentations, warranties, and covenants contained in this Agreement. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

Additional Consideration. As additional consideration for (i) If the Loan Amountdate that the Seller Registration Statement is declared effective by the SEC (the “Effective Date”) is more than fifteen (15) days after the Closing Date and the Effective Date Price is less than Closing Date Price, then Buyer shall deliver (or cause to be delivered) to the Sellers and/or the Parent Holders (as provided in an Allocation Letter), by and on behalf of Acquisition Sub, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant Additional Consideration Amount in the form annexed hereto and manner as Exhibit set forth in this Section 3.1(b). (ii) If Buyer is obligated to deliver or pay any Additional Consideration, Buyer shall determine, in its sole discretion, whether the Additional Consideration Amount used to determine the Additional Consideration shall consist of cash, shares of Buyer Common Stock or some combination thereof and shall thereafter deliver a written notice (a “Determination Notice”), within one (1) Business Day, or if any consent is required from a lender of Buyer in connection with Buyer’s payment of the Additional Cash Consideration, if any, as promplty as practicable, after the Effective Date, to the Representative setting forth the relative allocation (in dollars) of the Additional Consideration Amount between cash and Buyer Common Stock and the relative allocation between cash and Buyer Common Stock of the Additional Escrow Consideration which amount is determined pursuant to Section 3.1(b)(iii). Any amount of the Additional Consideration Amount that Buyer determines to issue in Buyer Common Stock (as expressed in dollars on the Determination Notice) is referred to herein as the “Additional Stock Consideration Value.” The portion of the Additional Consideration Amount to be issued as Buyer Common Stock shall equal the quotient (rounded down to the nearest whole share) obtained by dividing (A) the Additional Stock Consideration Value by (B” and hereby incorporated herein by reference with a five ) the Effective Date Price (5such aggregate number of shares, as adjusted, the “Additional Stock Consideration”). The portion of the Additional Consideration Amount to be paid in cash shall equal (i) year term the Additional Consideration Amount minus (ii) the Additional Stock Consideration Value, if any (such cash amount, the “Additional Cash Consideration”). (iii) Each Seller agrees that an amount of Additional Stock Consideration equal to ten percent (10%) of the value of the Additional Consideration (the “WarrantAdditional Escrow Consideration”) entitling shall be withheld from the Lender to purchase an aggregate of one share Additional Consideration and become part of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 Escrow Fund without any further action by any of the Loan Amount loaned Sellers. Subject to the Borrower hereunder (terms and conditions of this Agreement, as promptly as practicable following the “Warrant Shares”). In Effective Date and delivery of the event Determination Notice, Buyer shall deposit with the Total Bridge Loan is lent Escrow Agent the Additional Escrow Consideration which shall be comprised of a number of shares of Buyer Common Stock represented by a single stock certificate registered in the name of the nominee of the Escrow Agent as designated pursuant to the Borrower Escrow Agreement, equal to ten percent (10%) of the Additional Consideration, and shall confirm such deposit within two (2) Business Days with the Escrow Agent. Notwithstanding the foregoing, if the value of the Additional Stock Consideration is less than ten percent (10%) of the value of the Additional Consideration, the Sellers and/or Parent Holders shall deposit additional shares of Buyer Common Stock received under this Agreement into the Escrow Fund with a value (calculated with reference to the Effective Date Price) equal to any shortfall between the Additional Escrow Consideration and the Additional Stock Consideration. (iv) Subject to the terms and conditions of this Agreement, within three (3) Business Days following the delivery of the Determination Notice, Buyer shall (A) instruct its transfer agent to deliver the portion of the Additional Consideration Amount consisting of Buyer Common Stock by the Lendersdelivery of a certificate representing the Additional Stock Consideration (minus any amount withheld as part of the Additional Escrow Consideration pursuant to Section 3.1(b)(iii)), if any, issued in the Borrower will issue an aggregate name of 1,833,333 Warrant Shares to the Lenders. The Warrant Sellers which shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act allocated in accordance with the following: 1.) If at any time during the five-year term second sentence of the Warrants, the Borrower proposes to Section 10.3 (and promptly thereafter Buyer shall file a Registration Statement under registration statement on Form S-1 (or other appropriate form) (the Securities Act (a “Additional Registration Statement”); it will at such time give written notice ) or amend the Seller Registration Statement to register the resale to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice public by the BorrowerSellers and the Parent Holders, if applicable, of all shares representing such Additional Stock Consideration; provided that the Borrower will advise provisions of Article 14 (other than the Lender that it first sentence of Section 14.1(a)) shall include apply with regard to the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Additional Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as such provisions apply with regard to the Warrant Shares; Seller Registration Statement) and (B) deliver a cash payment in immediately available funds in the Conversion Shares amount of the Additional Cash Consideration, if any, to one or more accounts designated in writing by Parent prior to the Closing which shall be subject allocated in accordance with the second sentence of Section 10.3. (v) Notwithstanding anything in this Agreement to the same conditions contrary, but without limiting Buyer’s obligation to pay the Additional Consideration Amount as proscribed above, under no circumstances shall Buyer be required to issue shares of Buyer Common Stock and, unless and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to until otherwise determined by Buyer, Buyer shall not issue shares of Buyer Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares Stock to the Lendersextent doing so would require Buyer to obtain stockholder consent pursuant to any rules promulgated by the Nasdaq Stock Market and/or the NASD Marketplace Rules (including Rule 4350) and to the extent Buyer determines not to issue shares of Buyer Common Stock for any or all of the Additional Consideration Amount, it shall pay any remaining portion of the Additional Consideration Amount in cash.

Additional Consideration. As additional consideration for the Loan Amountpurchase of the Shares and the Warrant by the Subscriber, the Borrower Company hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery grants to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender Subscriber an option to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned up to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant [__] Option Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 2.50 per Warrant Shareshare with 100% warrant coverage (i.e. for each share of Company common stock purchased pursuant to the exercise of the Option, the same price expected Subscriber shall be granted a five year Option Warrant to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act purchase an equivalent number of 1933, as amended shares of common stock (the “Securities ActOption Warrant Shares”), which shall be registered under the Securities Act in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on contain the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all set forth in the Warrant Shares sought attached to be sold would have an adverse effect this Agreement as Exhibit A). Such option shall expire on the offering, 120th day from the Lender shall only be entitled to participate in date the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission Company executes this Agreement (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion SharesOption Term”). The Borrower shall register the Conversion number of Option Shares under the Securities Act in the same manner as the and Option Warrant Shares; Shares and the Conversion Shares their respective exercise prices shall be subject to the same conditions adjustment provisions set forth in Section 3(a) of the Warrant. The Option may be exercised, in whole or in part, by the Subscriber by delivering to the Company a written notice of exercise, the form of which is attached hereto as Exhibit C (“Notice of Exercise”), at least five (5) business days prior to the expiration of the Option Term. Within two (2) business days following the receipt by the Company of the Notice of Exercise, the Company shall deliver to the Subscriber a new subscription agreement, substantially in the form of this Agreement (except for this Section 2.3) and restrictions a new registration rights agreement, substantially in the form of Exhibit B to this Agreement. The Subscriber shall thereafter have five (5) business days to deliver to the Company (i) a signed copy of the new subscription agreement and registration rights agreement, and (ii) a wire transfer or certified or cashier’s check payable to the order of the Company in payment of the purchase price of the Option Shares; after which the Company shall deliver to the Subscriber the Option Shares and the Option Warrant (or the Option Warrant Shares if the Option Warrant is exercised). If an executed subscription agreement and the payment of the option purchase price are not received by the Company within such five-day period and the Option Term has then expired, then the Option shall expire and will thereafter be void. Notwithstanding anything herein to the contrary, if the outstanding shares of stock of the class then subject to the Option are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalization, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the exercise price and number of Option Shares, Option Warrant and Option Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

Additional Consideration. As (a) Following the Closing Date, Buyer (or at the direction of Buyer, the New Business Segment) shall pay to the Sellers additional consideration for the Loan AmountPurchased Assets (“Additional Consideration”), if, and only if, the Borrower hereby covenants and agrees Additional Consideration Targets (as follows: A. Simultaneously defined below), have been met, as set forth in this Section 2.8. Upon payment of Additional Consideration owed to Sellers in accordance with Section 2.8(i), Buyer shall be deemed to have fully satisfied its obligations pursuant to this Section 2.8. The Additional Consideration payable pursuant to this Section 2.8 constitutes part of the Consideration payable by Buyer in connection with the execution transactions contemplated by this Agreement and shall be treated as such for all purposes, including for Tax purposes. (b) Without prior written consent of Buyer, no Seller may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Additional Consideration, other than by the laws of descent and distribution or succession except that, subject to notice to the Buyer of the name, address, and other contact information for the transferee and written confirmation from the transferee that he, she, or it acknowledges that Sellers retain exclusive rights under this Bridge Loan Agreement, including the Borrower right to dispute any determination of Additional Consideration or Sellers’ rights thereto (i) a Seller may transfer its rights to any cash portion of the Additional Consideration to any Person and (ii) TESI may transfer its rights to any stock portion of the Additional Consideration to Xxxxx or Xxxxx or another Seller Shareholder. TESI may not transfer its rights to any stock portion of the Additional Consideration or rights to any stock portion of the Consideration under Section 2.5(b) to a Seller Shareholder unless such Seller Shareholder prior to issuance executes a certification in a form acceptable to RLH that such Seller Shareholder is an accredited investor (as defined in the rules promulgated under the Securities Act). The right of a Seller to a portion of the Additional Consideration, if any, shall cause not be represented by a certificate or other instrument, shall not represent an ownership interest in Buyer or the issuance New Business Segment and delivery shall not entitle any Seller to any rights as a holder of any equity security of Buyer, the New Business Segment or any of their Affiliates. (c) Not later than September 15, 2016, Sellers will deliver to Buyer a list of all of the Active Franchise Agreements and Room Count as of September 13, 2016. Sellers and Buyer shall consult in good faith to agree upon a methodology for compiling such listing and make appropriate adjustments to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term list based upon such methodology (the “WarrantInterim Franchise Agreement List”) entitling the Lender ). Prior to purchase an aggregate Closing, Sellers shall deliver a list of one share all of the BorrowerActive Franchise Agreements and Room Count as of Closing using the methodology used for the Interim Franchise Agreement List, which list shall be subject to Buyer’s Common Stockapproval, $.001 par value per share which will not be unreasonably withheld, conditioned, or delayed. (d) If the Closing occurs, Sellers shall become entitled to the Additional Consideration (if any) in the amounts specified below, if the following conditions and requirements (the “Common StockAdditional Consideration Targets”) for each $.90 are satisfied: (i) If, at the first anniversary of the Loan Amount loaned to the Borrower hereunder Closing Date (the “Warrant First Anniversary”): (A) a fraction, the numerator of which is the First Anniversary Benchmark, and the denominator of which is the Closing Benchmark, expressed as a percentage (the “First Anniversary Earn-Out Calculation”), is at least 90%, Buyer will promptly (1) pay to the Sellers $4,000,000 and (2) issue an additional 414,000 Shares; or (B) the First Anniversary Earn-Out Calculation is less than 90% and equal to or greater than 80%, Buyer will promptly (1) pay to the Sellers $3,000,000 and (2) issue an additional 310,500 Shares (any such payment/issuance pursuant to this Section 2.8(d)(i), the “First Year Earn-Out”). (ii) If, at the second anniversary of the Closing Date (the “Second Anniversary”): (A) a fraction, the numerator of which is the Second Anniversary Benchmark, and the denominator of which is the Closing Benchmark, expressed as a percentage (the “Second Anniversary Earn-Out Calculation”), is at least 90%, Buyer will promptly (1) pay to the Sellers $3,000,000 and (2) issue an additional 276,000 Shares; or (B) the Second Anniversary Earn-Out Calculation is less than 90% and equal to or greater than 80%, Buyer will promptly (1) pay to the Sellers $2,250,000 and (2) issue an additional 207,000 Shares (any such payment/issuance pursuant to this Section 2.8(d)(ii), the “Second Year Earn-Out”). (e) In the event that there is no First Year Earn-Out paid under Section 2.8(d)(i), if, as of the First Anniversary, a fraction, the numerator of which is the First Anniversary Membership Fee Revenue, and the denominator of which is the Closing Membership Fee Revenue, expressed as a percentage, is at least 90%, Buyer will promptly (1) pay to the Sellers $4,000,000 and (2) issue an additional 414,000 Shares. Notwithstanding the First Anniversary Earn-Out Calculation and the calculation under this Section 2.8(e), the minimum payout to Sellers collectively under Section 2.8(d)(i) and Section 2.8(e) shall be $1,000,000. (f) In the event that there is no Second Year Earn-Out paid under Section 2.8(d)(ii), if, as of the Second Anniversary, a fraction, the numerator of which is the Second Anniversary Membership Fee Revenue, and the denominator of which is the Closing Membership Fee Revenue, expressed as a percentage, is at least 90%, Buyer will promptly (1) pay to the Sellers $3,000,000 and (2) issue an additional 276,000 Shares. Notwithstanding the Second Anniversary Earn-Out Calculation and the calculation under this Section 2.8(f), the minimum payout to Sellers collectively under Section 2.8(d)(ii) and Section 2.8(f) shall be $1,000,000. (g) Within 90 days following (i) the First Anniversary, with respect to the First Year Earn-Out, and (ii) the Second Anniversary, with respect to the Second Year Earn-Out, as the case may be, Buyer shall deliver to the Sellers a statement (the “Earn-Out Statement”) setting forth Buyer’s calculations under Section 2.8(d)(i), Section 2.8(d)(ii) and, if applicable, Section 2.8(e) and Section 2.8(f). Within thirty (30) days following receipt by the Sellers of any Earn-Out Statement, the Sellers shall deliver one, joint written notice to Buyer of any dispute they have with respect to the preparation or content of the Earn-Out Statement. If the Sellers do not notify Buyer of a dispute with respect to the Earn-Out Statement within such 30-day period, such Earn-Out Statement will be final, conclusive and binding on the parties hereto. In the event of such notification of a dispute, Buyer and the Sellers shall negotiate in good faith to resolve such dispute. If Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the Sellers advise Buyer of their objections, then Buyer and the Sellers engage the Independent Accountant to resolve such dispute. As promptly as practicable thereafter (and, in any event, within thirty (30) days after the Independent Accountant’s engagement), the Sellers shall submit any unresolved elements of their objection to the Independent Accountant in writing (with a copy to Buyer), supported by any documents and arguments upon which they rely. As promptly as practicable thereafter (and, in any event, within 15 days following the Sellers’ submission of such unresolved elements), Buyer shall submit its response to the Independent Accountant (with a copy to the Sellers) supported by any documents and arguments upon which Buyer relies. Buyer and the Sellers shall request that the Independent Accountant render its determination within 15 days following its receipt of Buyer’s response. The scope of the disputes to be resolved by the Independent Accountant shall be limited to the unresolved items to which the Sellers objected. All determinations made by the Independent Accountant will be final, conclusive and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be paid by the Sellers, on the one hand, and Buyer, on the other hand, based upon an equitable allocation reflecting the relative disparity between the amount each party claimed to be appropriate and the amount actually determined by the Independent Accountant. In the event the parties are unable to determine the equitable allocation, the Independent Accountant will do so. (h) For purposes of complying with the terms set forth in this Section 2.8, each party shall cooperate with, and make available to, the other party and its representatives such information, records, data and working papers, and shall permit reasonable access to its facilities and personnel during regular business hours, as may be reasonably required in connection with the preparation and analysis of any Earn-Out Statement and the resolution of any disputes under the Earn-Out Statement. (i) Buyer shall pay any Additional Consideration consisting of cash to the Sellers pro rata in accordance with the percentage indicated next to each Seller’s name on Exhibit B attached hereto, which may be amended by Sellers from time to time by written notice to Buyer consistent with Section 2.8(b). Buyer shall issue any Additional Consideration consisting of Shares to TESI, in each case no later than 30 Business Days following the date that such amounts are finally determined pursuant to this Section 2.8. (j) Subject to the terms and conditions of this Agreement, subsequent to the Closing, Buyer will have the sole power and right to control the Business and operations of Buyer (including the New Business Segment) in its sole discretion; provided, however, that Buyer shall not, directly or indirectly, take any action, or refrain from taking action for the purpose of adversely affecting the ability of the Sellers to earn the Additional Consideration. Prior to the second anniversary of the Closing Date, except in each case with the prior written consent of Sellers, Buyer shall: (i) maintain separate books and records for the New Business Segment in a manner reasonably calculated to facilitate the determination of the Earn-Out in a manner consistent with the terms and conditions of this Agreement; (ii) not transfer or reassign any Purchased Assets or any portion of the Business to any third party or Affiliate of Buyer except in a Change of Control; and (iii) operate the Business in accordance with the guidelines set forth on Schedule 2.8(j)(iii); provided, however that Buyer may at any time terminate the restrictions in this Section 2.8(j) by providing written notice to the Sellers that the maximum Additional Consideration Targets for each of the First Anniversary and Second Anniversary measuring period are deemed to have been met and the maximum level of Additional Consideration is paid in full all in accordance with the terms of this Agreement. (k) In the event Buyer sells or transfers control of the New Business Segment by merger, consolidation, exchange, dividend or sale of substantially all of the New Business Segment’s assets, by operation of law or otherwise (a “Change of Control”), and such Change of Control closes prior to the First Anniversary, then Sellers, by notice provided within fifteen (15) calendar days of the closing of such Change of Control, may, in lieu of any right to receive any further Additional Consideration, elect to receive 75% of the Additional Consideration payable under Section 2.8(d)(i) and Section 2.8(d)(ii). If the Change of Control closes after the First Anniversary but prior to the Second Anniversary, then Sellers, by notice provided within fifteen (15) calendar days of the closing of the Change of Control, may, in lieu of any right to receive any further Additional Consideration, elect to receive 75% of the Additional Consideration payable under Section 2.8(d)(ii). In the event that Sellers do not elect to receive Additional Consideration under this Section 2.8(k), the Total Bridge Loan is lent obligations of Buyer under this Section 2.8 shall cease to apply to Buyer and its Affiliates, but shall be binding upon any successors and assigns of Buyer or the New Business Segment. In the event that Sellers elect to receive Additional Consideration under this Section 2.8(k), there shall be no further obligations under this Section 2.8 to pay Additional Consideration. (l) If, prior to the Borrower by six-month anniversary of Closing, RLH terminates either the LendersXxxxx Employment Agreement or the Xxxxx Employment Agreement without “Cause” (as defined therein), the Borrower will issue an aggregate maximum Additional Consideration Targets for each of 1,833,333 Warrant Shares the First Anniversary and Second Anniversary measuring period shall immediately be deemed to have been met and the Lenders. The Warrant maximum level of Additional Consideration shall be exercisable at a price of $.45 per Warrant Share, the same price expected paid to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act TESI promptly upon such termination in accordance with the following:terms of this Agreement. 1.(m) If at any time during If, subsequent to the fivesix-year term month anniversary of Closing but prior to the WarrantsSecond Anniversary, RLH terminates either the Borrower proposes to file a Registration Statement under Xxxxx Employment Agreement or the Securities Act Xxxxx Employment Agreement without “Cause” (as defined therein) (a “Registration StatementTermination Event”); it , a fraction will at such time give written notice to be calculated consistent with the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrowerprocedure established under Section 2.8(f), the Borrower will advise numerator of which is the Lender that it shall include Accelerated Benchmark, and the Lender’s Warrant Shares in denominator of which is the Registration Statement. IfClosing Benchmark, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions expressed as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission percentage (the “Commission”) all amendments, postAccelerated Earn-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion SharesOut Calculation”). The Borrower shall register If the Conversion Shares Termination Event occurs subsequent to the six month anniversary of Closing but prior to the First Anniversary, then Sellers, by notice provided within fifteen (15) calendar days of the finalization of the Accelerated Earn-Out Calculation, may, in lieu of any right to receive any further Additional Consideration, elect to receive 100% of the Additional Consideration payable under Section 2.8(d)(i) and Section 2.8(d)(ii) assuming that such amounts were calculated as of the Securities Act in occurrence of the same manner as the Warrant Shares; Termination Event and the Conversion Shares shall be subject to Accelerated Earn-Out Calculation were substituted for the same conditions First Anniversary Earn-Out Calculation and restrictions as the Warrant SharesSecond Anniversary Earn-Out Calculation, respectively. If the Total Loan Amount principal is converted to Common Stock, Termination Event closes after the Borrower will issue an aggregate of 3,666,667 Conversion Shares First Anniversary but prior to the LendersSecond Anniversary, then Sellers, by notice provided within fifteen (15) calendar days of the finalization of the Accelerated Earn-Out Calculation, may, in lieu of any right to receive any further Additional Consideration, elect to receive 100% of the Additional Consideration payable under Section 2.8(d)(ii) assuming that such amounts were calculated as of the occurrence of the Termination Event and the Accelerated Earn-Out Calculation were substituted for the Second Anniversary Earn-Out Calculation. The procedures under Section 2.8(f) shall apply for purposes of determining amounts due under this Section 2.8(m). Schedule 2.8(m) provides an example of the calculation under this paragraph. In the event that Sellers elect to receive Additional Consideration under this Section 2.8(m), there shall be no further obligations under this Section 2.8 to pay Additional Consideration.

Additional Consideration. As In addition to the Merger Shares and exchange of interests hereunder at the Effective Time, the following additional consideration shall be paid to Regent, in connection with the Merger: (a) In consideration of and for the Loan Amountrepayment of outstanding indebtedness of the Company to Regent, (i) in the aggregate principal amount of $226,973, at July 31, 2011, plus accrued and unpaid interest thereon, through such date, of $20,313 and (ii) additional indebtedness incurred by the Company to Regent from August 1, 2011 through the Closing Date, including accrued and unpaid interest on the entire outstanding principal amount, at six percent (6%) per annum from August 1, 2011 through the Closing Date (the “Regent Indebtedness”), on the Closing Date, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan AgreementCompany shall issue to Regent two (2) convertible promissory notes, the Borrower shall cause the issuance and delivery to the Lender of a warrant each in the form of Exhibit B annexed hereto as Exhibit (each a “BRegent Convertible Note” and hereby incorporated herein by reference with a five (5) year term (collectively, the “WarrantRegent Convertible Notes”) entitling ), with the Lender applicable conversion rates to purchase an aggregate of be determined, subject to Section 5.19, pursuant to one share of the Borrower’s alternative methods provided below: A – In the event that LG does not raise financing of at least $17,000,000 prior to the Closing: 1. The Company shall issue a Regent Convertible Note to Regent in the principal amount of $50,000, which shall accrue interest at a rate of seven percent (7%) per annum, payable on a quarterly basis in arrears, and convertible into Company Common Stock, Stock at an initial exercise price of $.001 par value 11.45 per share (the subject to adjustments for splits, dividends payable in Company Common Stock and other types of recapitalization events as are customary in such types of convertible promissory notes (“Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant SharesRecapitalization Adjustments”)), exclusive of any interest. In All other terms of such Regent Convertible Note shall be as provided in the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will form of Regent Convertible Note attached as Exhibit B. 2. The Company shall issue an aggregate additional Regent Convertible Note to Regent in the principal amount of 1,833,333 Warrant Shares to the Lenders. The Warrant $191,083, which shall be exercisable accrue interest at a rate of seven percent (7%) per annum, payable on a quarterly basis in arrears, and convertible into Company Common Stock at an initial exercise price of $.45 5.72 per Warrant Shareshare (subject to Recapitalization Adjustments), the same price expected to exclusive of any interest. All other terms of such Regent Convertible Note shall be paid by investors as provided in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities form of Regent Convertible Note attached as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.Exhibit B.

Additional Consideration. As In the event this license is converted from non-exclusive to exclusive as provided above, Subicensee shall after the date of conversion pay additional consideration for the Loan Amount, the Borrower hereby covenants and agrees as follows: A. Simultaneously (a) All out of pocket expenses incurred by Sublicensor after the conversion date in filing, prosecuting, enforcing and maintaining Patent Rights in each country in which this license has become exclusive for so long as this Agreement and such Patent Rights remain in effect in such country. (b) Sublicensee shall pay all royalties with respect to Sublicensee’s sales and all other fees that may become due to Board, NIH, Introgen Therapeutics, Inc., or other licensors, their successors and assigns, with respect to each patent in each country after the execution date of conversion to exclusivity in such country, for so long as Sublicensee desires to maintain such patent; however, Sublicensee may abandon any patetn without further obligation hereunder. For avoidance of doubt, royalties payable by Sublicensee hereunder are the only royalties attributable to Sublicensee’s Sales that will be payable by Sublicensee. (c) All such payments are payable within thirty days after March 31, June 30, September 30, and December 31 of each year during the term of this Bridge Loan Agreement, at which time Sublicensee shall also deliver to Sublicensor a true and accurate report, giving such particulars of the Borrower shall cause business conducted by Sublicensee, its Affiliates and sublicensees during the issuance preceeding three calendar months as necessary for Sublicensor to calculate Sublicensee’s payments hereunder. At the time of delivery of each such report Sublicensee will pay the amount due for the period of the report. The reports are required even if no payment is due. (d) During the term of this Agreement and delivery for one year thereafter, Sublicensee will keep complete and accurate records of its, its Affiliates and its sublicensees Sales and Net Sales sufficient to enable the Lender of a warrant royalties and other payments due hereunder to be determined. Sublicensee will permit Sublicensor or its representatives, at Sublicensor’s expense, to examine Sublicensee’s records during regular business hours in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a order to verify any report required under this Agreement. If any amounts due Sublicensor hereunder are determined to have been underpaid in an amount equal to or greater than five percent (5%) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stockamount due during the period so examined, $.001 par value per share (then Sublicensee will pay the “Common Stock”) for each $.90 cost of the Loan Amount loaned to examination plus accrued interest on the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may underpayment at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretionhighest rate allowed by law. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

Additional Consideration. As additional consideration for the Loan Amountgrant of the Security Interest described herein, the Borrower hereby covenants and agrees as followsLenders agree that: A. Simultaneously with (a) If within 180 days from the execution date of this Bridge Loan AgreementAgreement ("Calculation Date") there remains outstanding on the Notes less than $500,000 of principal and interest in the aggregate (such amount being outstanding vis-a-vis each Lender in the same proportion as the amount of principal and interest outstanding on the date of this Agreement ["Proportionate Amount"]), then the Borrower shall cause Lenders represented by the issuance and delivery Collateral Agent will release the security interest in the Collateral upon written certification accordingly from the Debtor's certified public accountant to the Lender of a warrant in the form annexed hereto as Exhibit “B” Collateral Agent and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”)Lenders. In the event Debtor has paid within six months from the Total Bridge Loan is lent date of this Agreement to each Lender, such Lender's Proportionate Amount of $250,000, then the Calculation Date shall be extended until one year from the date of this Agreement. (b) The Notes are prepayable without the consent of the lenders provided such prepayments are made in the Lenders Proportionate Amounts. No prepayments may be made in connection with amounts of principal or interest for which Conversion Notices (as defined in the Notes) have been given. Provided Debtor makes payments to Lenders of not less than $100,000 in the aggregate per payment, then Debtor will receive a credit against outstanding principal and interest equal to one hundred and thirty-three percent (133%) of the amount of each such payments. (c) Provided an Event of Default (as defined in Section 9 of this Agreement) has not occurred, then the Lenders agree not to convert the Notes for ninety (90) days after the date of this Agreement. (d) Provided an Event of Default (as defined in Section 9 of this Agreement) does not occur, then the Lenders waive liquidated damages under the Subscription Agreement and default interest under the Notes accrued as of the date of this Agreement. (e) Debtor agrees that all the Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants issued pursuant to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares Subscription Agreement may be resold without restriction pursuant to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restrictedRule 144(k) securities as that term is defined under the Securities Act of 1933, as amended (. Provided Debtor issues such shares without the “Securities Act”legends set forth in Sections 1(e), 1(f) and 1(g) of the Subscription Agreement within five days after request by a Lender, then the Lenders waive liquidated damages accrued as of the date of this Agreement arising from the occurrence of a Non-Registration Event (defined in Section 10.4 of the Subscription Agreement). (f) If an Event of Default (as defined in Section 9 of this Agreement) occurs, then the Lenders shall be registered under the Securities Act restored to their position status quo ante this Agreement in accordance with the following: 1relation to all liquidated damages, default interest, and other damages and penalties which will be reinstated.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.

Additional Consideration. As Subject to Section 8.7 below, as additional consideration for the Loan Amountpurchase of the Assets from the Sellers, Buyer hereby agrees that ProElite shall be entitled to receive [***] of the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term Showtime License Fees that Buyer receives from Showtime (the “WarrantProElite License Payment”) entitling pursuant to the Lender to purchase an aggregate of one share Explosion Showtime Agreement for the duration of the BorrowerExplosion Showtime Agreement. Buyer shall direct Showtime to pay the ProElite License Payment on Buyer’s Common Stockbehalf directly to ProElite at the same time any Showtime License Fees are paid to Buyer, $.001 par value per share but if Showtime pays the ProElite License Payment directly to Buyer, Buyer shall pay such ProElite License Payment received from Showtime to ProElite. ProElite is only entitled to the ProElite License Payment and is not entitled to any other consideration received by or consideration paid to Buyer under the Explosion Showtime Agreement or under any other broadcast agreement to which Buyer may be a party other than an Amended License Agreement (as defined below). This ProElite License Payment shall only be payable to ProElite for the original term of the Explosion Showtime Agreement and any extended term as a result of the exercise of any option (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities ActLicense Term”), shall be registered under which options only extend the Securities Act in accordance with the following: 1.) If at any time during the five-year term License Term of the WarrantsExplosion Showtime Agreement to December 31, 2013. For clarity purposes, if the Borrower proposes to file a Registration Statement under Explosion Showtime Agreement’s original term is until December 31, 2011 and Showtime extends the Securities Act (a “Registration Statement”); it term for one additional year, then ProElite will at such time give written notice be entitled to the Lender of its intention to do so. Upon written request ProElite License Payment from the aggregate of the LenderShowtime License Fee received by Buyer until December 31, given within 15 days after 2012. Any separate agreement entered into by and between Buyer and Showtime outside the giving Explosion Showtime Agreement shall not give rise to ProElite of any third-party beneficiary rights or any other rights (monetary or otherwise) received under such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. Ifseparate agreement; provided, however, that in the offering to which the Registration Statement relates is to be distributed by event Buyer and Showtime, or through an underwriter any of their respective Affiliates, enter into any successor, supplemental, amended or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on other agreement covering substantially the same terms and conditions licensing rights as the underwriter or placement agent agrees Explosion Showtime Agreement with respect to sell any portion of the other securities proposed License Term (each an “Amended License Agreement”), (i) Buyer shall promptly advise ProElite of such fact and (ii) ProElite shall continue to receive for the duration of the License Term aggregate payments, measured over a 12-month period, equal to the ProElite License Payment that would otherwise be registeredpayable under the Explosion Showtime Agreement as if still then in effect during such 12-month period. In additionFor clarity purposes, if such underwriter or placement agent determines that after December 31, 2013, Buyer and Showtime enter into another agreement for the inclusion production of all the Warrant Shares sought to be sold would have an adverse effect on the offeringany mixed martial arts event, the Lender then ProElite shall only not be entitled to participate in receive any further residual payments or other compensation, but if during the underwriting License Term Buyer and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it Showtime enter into an Amended License Agreement, ProElite shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements continue to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance payment of the Total Loan Amount and all unpaid interest due thereunder into shares ProElite License Payment or equivalent payment pursuant to such agreement until the expiration of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion Shares”). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the LendersLicense Term.

Additional Consideration. (a) As additional consideration for the Loan Amountobligation of each Lender to make the Term Loans pursuant to Section 2.2, (i) on the Tranche A Closing Date, Borrower shall pay to each Lender an amount equal to the product of (A) the sum of such Lender’s Tranche A Commitment plus such Lender’s Tranche B Commitment, multiplied by (B) one and one half percent (1.50%) and (ii) on the Tranche C Closing Date, Borrower shall pay to each Lender an amount equal to (A) $1,875,000.00, plus (B) the product of (1) such Lender’s Tranche C Commitment multiplied by (B) one and one half percent (1.50%) (each such product, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 par value per share (the “Common Stock”) for each $.90 of the Loan Amount loaned to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the Lender, given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretion. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion SharesAdditional Commitment Consideration”). The Additional Commitment Consideration shall be fully earned when paid and shall not be refundable for any reason whatsoever and such Additional Commitment Consideration shall be treated as original issue discount for U.S. federal income tax purposes. (b) As additional consideration for each Lender’s having made the Term Loans pursuant to Section 3.6, on each Payment Date or the date of any prepayment of any Term Loan by Borrower (i) pursuant to Section 2.2(c)(i), Section 2.2(c)(ii) or Section 2.2(c)(iii), or (ii) as a result of the acceleration of the maturity of the Term Loans pursuant to Section 8.1(a), Borrower shall register pay to each Lender an amount equal to such Lender’s Applicable Percentage of the Conversion Shares under product of (A) the Securities Act in principal amount of the same manner as Term Loan(s) being paid or prepaid, multiplied by (B) 0.02 (each such product, the Warrant Shares; and “Additional Loan Consideration” and, together with the Conversion Shares Additional Commitment Consideration, the “Additional Consideration”). The Additional Loan Consideration shall be subject to the same conditions fully earned when paid and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lendersshall not be refundable for any reason whatsoever.

Additional Consideration. As additional In consideration for the Loan Amount, the Borrower hereby covenants and agrees as followsof Xxxxxx’s entry into this Amendment: A. Simultaneously with (a) Buyer has agreed to the execution following additional consideration: (i) an amount of this Bridge Loan Agreement$250,000 in cash payable at the Second Closing (as defined below); (ii) an amount of $877,500 (the “Second Closing ADS Payable”), which shall not be paid in cash but shall remain outstanding as a payable (without accruing interest) due by Buyer as from Second Closing, but which payable shall be contributed in kind by Seller to Buyer within the Borrower shall cause context of a capital increase by Buyer within the framework of the authorised capital of Buyer (the “Contribution of the Second Closing ADS Payable”) against the issuance and delivery to the Lender by Buyer of a warrant 2,500,000 new Buyer Ordinary Shares, which shall be delivered in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term of 250,000 Buyer ADSs (the “Warrant”) entitling Second Closing Equity Consideration” and, together with the Lender to purchase an aggregate of one share of the Borrower’s Common StockClosing Cash Consideration, $.001 par value per share (the “Common StockSecond Closing Consideration”); and (iii) for each $.90 of subject to what is stated below, the Loan Amount loaned right at any time, in Xxxxx’s discretion but prior to the Borrower hereunder (the “Warrant Shares”). In the event the Total Bridge Loan is lent fifth anniversary of this Amendment, by giving written notice to the Borrower by the LendersBuyer, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable subscribe for 1,000,000 Buyer ADSs at a price per ADS of $.45 per Warrant Share, the same price expected to be paid by investors in the Private Offering. The Warrant Shares, which initially will be unregistered (i.e., restricted) securities as that term is defined under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act 5.265 in accordance with the following:terms attached hereto as Exhibit A (such right hereinafter referred to as the “ADS Subscription Right”). 1(b) For the purpose of Contribution of the Second Closing ADS Payable, the amount of the Second Closing ADS Payable shall be converted into euro on the basis of the relevant USD/EUR exchange ratio as shall be published by the European Central Bank (“ECB”) on xxxxx://xxx.xxx.xxxxxx.xx/stats/policy_and_ exchange_rates/euro_reference_exchange_rates/html/index.en.html (or such other relevant website of the ECB) (the “Exchange Rate”) on the Business Day preceding the date of the relevant notarial deed in which the issuance of the relevant Buyer Ordinary Shares underlying the Buyer ADSs and the corresponding capital increase are established, and whereby final amount in euro will be rounded down to the nearest two decimals. Provided that Xxxxxx has delivered an executed Contribution Confirmation as contemplated by Section 4 on the Second Closing Date, the Buyer Ordinary Shares shall be issued and the Buyer ADSs shall be delivered to the Seller no later than thirty (30) days after the Second Closing Date. (c) If If, at any time during as from (i) the five-year term Second Closing Date at which there is an outstanding Second Closing ADS Payable until the delivery of the WarrantsBuyer ADSs or Buyer Ordinary Shares to the Seller in accordance with this Amendment or (ii) the exercise of ADS Subscription Right until the delivery of the Buyer ADSs or Buyer Ordinary Shares to the Seller in accordance with this Amendment, the Borrower proposes holders of Buyer ADSs or Buyer Ordinary Shares shall have received, without payment therefor, stock or other securities or property (including cash) in respect of such of Buyer ADSs or Buyer Ordinary Shares (including by way of combinations, reorganizations, reclassifications, mergers, acquisitions or similar events but excluding any dividends) pursuant to file a Registration Statement under an event, declaration, decision or distribution which has taken place or been adopted after the Securities Act (a “Registration Statement”); it will Second Closing Date but before the delivery of the Buyer ADSs or Buyer Ordinary Shares to the Seller in accordance with this Amendment, then and in each such case, the Seller shall be entitled to receive, at such time give written notice as the Second Closing ADS Payable would otherwise be required to be delivered to Seller hereunder, the Lender amount of its intention to do so. Upon written request stock or other securities or property (including cash) which Seller would be entitled had it been issued the Second Closing ADS Payable as of the Lenderdate on which holders of Buyer ADSs or Buyer Ordinary Shares received such stock or other securities or property (including cash). (d) All of the Buyer ADSs or Buyer Ordinary Shares to be issued for delivery pursuant to this Amendment will have the same rights and benefits as, given within 15 days after the giving of any such notice by the Borrowerand rank pari passu in all respects, including as to entitlement to dividends and distributions, with, the Borrower will advise the Lender that it shall include the Lender’s Warrant existing and outstanding Buyer ADSs or Buyer Ordinary Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender may at the Lender’s option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms moment of their issuance and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only will be entitled to participate dividends and distributions in respect of which the underwriting and register relevant record date or due date falls on or after the Lender’s Warrant Shares on a pro rata basis or as such other lesser quantity date of issuance of the Warrant Shares as the underwriter Buyer ADSs or placement agent may determine in its discretionBuyer Ordinary Shares. 2.(e) The Borrower hereby covenants and Xxxxx agrees that to convene an extraordinary general shareholders’ meeting to which it shall prepare submit the proposal to approve the issuance of the ADS Subscription Right to Seller, with dis-application of the preferential subscription right of the shareholders and promptly file holders of subscription rights of the Buyer in accordance with the Securities and Exchange Commission applicable law (the “Commission”) all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 may be exercised only by the Lender or any affiliate thereof. B. The Lenders shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock at the rate of $.45 per share of Common Stock (the “Conversion SharesIssuance”). The Borrower Until such Issuance, Seller shall register have a contractual right to subscribe for Buyer ADSs or Buyer Ordinary Shares mutatis mutandis in accordance with the Conversion terms set out in Exhibit A. If the ADS Subscription Right is exercised for a number of Buyer ADSs or Buyer Ordinary Shares under prior to the Securities Act Issuance, the resulting number of Buyer ADSs or Buyer Ordinary Shares issuable pursuant to the ADS Subscription Right as from the Issuance shall be reduced accordingly. (f) Seller agrees and acknowledges that any of the Buyer Ordinary Shares to be delivered to the Seller in accordance with this Amendment (including the same manner as ADS Subscription Right) or underlying the Warrant Shares; Buyer ADSs to be issued in accordance with this Amendment (including the ADS Subscription Right) shall not be admitted to listing and trading on the Conversion regulated market Euronext Brussels until the Company shall have made the relevant filings and obtained the relevant approvals for such admission to listing and trading, and until such admission to listing and trading such Buyer Ordinary Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lendersin registered form only.

Additional Consideration. As additional consideration for the Loan Amount, the Borrower hereby covenants and agrees as follows: A. Simultaneously with the execution of this Pre-Bridge Loan Agreement, the Borrower shall cause the issuance and delivery to the Lender of a warrant in the form annexed hereto as Exhibit “B” and hereby incorporated herein by reference with a five (5) year term (the “Warrant”) entitling the Lender to purchase an aggregate of one share of the Borrower’s Common Stock, $.001 no par value per share (the “Common StockShares”) for each $.90 of the Loan Amount one Dollar loaned to the Borrower hereunder and aggregating the Loan Amount, or a total of __ ,000 shares (the “Warrant Shares”). In the event the Total Bridge Loan is lent to the Borrower by the Lenders, the Borrower will issue an aggregate of 1,833,333 Warrant Shares to the Lenders. The Warrant shall be exercisable at a price of $.45 0.50 per Warrant Share, Share or such greater or lesser amount equal to the same price expected to be paid by investors in conversion rate at which the Private OfferingPIPE is convertible into Shares. The Warrant Shares, which initially will Shares shall be unregistered (i.e., restricted) securities as that term is defined registered under the Securities Act of 1933, as amended (the “Securities Act”), shall be registered under the Securities Act in accordance with the following: 1.) If at any time during the five-year term of the Warrants, the Borrower proposes to file a Registration Statement under the Securities Act (a “Registration Statement”); it will at such time give written notice to the Lender of its intention to do so. Upon written request of the LenderLender , given within 15 days after the giving of any such notice by the Borrower, the Borrower will advise the Lender that it shall include the Lender’s his Warrant Shares in the Registration Statement. If, however, the offering to which the Registration Statement relates is to be distributed by or through an underwriter or placement agent approved by the Borrower, the Lender hereof may at the Lender’s his option agree to sell the Warrant Shares through such underwriter or placement agent on the same terms and conditions as the underwriter or placement agent agrees to sell the other securities proposed to be registered. In addition, if such underwriter or placement agent determines that the inclusion of all the Warrant Shares sought to be sold would have an adverse effect on the offering, the Lender shall only be entitled to participate in the underwriting and register the Lender’s his Warrant Shares on a pro rata basis or as such other lesser quantity of the Warrant Shares as the underwriter or placement agent may determine in its discretiondetermine. 2.) The Borrower hereby covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the “"Commission”") all amendments, post-effective amendments and supplements to the Registration Statement as may be necessary under the Securities Act and the regulations of the Commission to permit the sale of the Warrant Shares to the public; and 3.) The rights of the Lender hereof pursuant to this Section 1.5 1.7 may be exercised only by the Lender or any affiliate thereof. B. The Lenders Lender shall have the right and option to convert the entire unpaid balance of the Total Loan Amount and all unpaid interest due thereunder into shares of Common Stock Shares at the rate of $.45 .50 per share of Common Stock Share or such greater or lesser amount as the conversion rate equal to that at which the PIPE is convertible into the Shares (the “"Conversion Shares”"). The Borrower shall register the Conversion Shares under the Securities Act in the same manner as the Warrant Shares; and the Conversion Shares shall be subject to the same conditions and restrictions as the Warrant Shares. If the Total Loan Amount principal is converted to Common Stock, the Borrower will issue an aggregate of 3,666,667 Conversion Shares to the Lenders.