Common use of Closings Clause in Contracts

Closings. (a) The consummation of the transactions described in Section 2.1(a) (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser (i) the First Closing Note dated the date of the First Closing and registered in the name of the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2.

Closings. (a) The consummation 3.1 Delivery of the transactions described in Section 2.1(a) Shares at the Closing. The completion of the -------------------------------------- purchase and sale of the Shares being purchased and sold pursuant to this Agreement (the “First "Closing”") shall occur on at the fifth offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 contemporaneously with the Public Offering Closing (5th) Business Day following the date hereof"Closing Date"), or such other time and place as shall be agreed to by the parties hereto shall mutually agree in writing, Company and (b) the consummation of Purchaser. At the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” Purchaser shall pay to the Company an amount in cash or by wire transfer equal to the Purchase Price and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser (i) one or more stock certificates representing the First Closing Note dated Shares purchased by the date of the First Closing and Purchaser, each such certificate to be registered in the name of the Purchaser. The Company's obligation to close the transaction shall be subject to the following conditions, any of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or checks or wire transfer of funds in the full amount of the Purchase Price for the Shares being purchased hereunder; (b) execution and delivery by the Purchaser of the Registration Rights Agreement substantially in the form attached as Exhibit 1 --------- (the "Registration Rights Agreement"); and (c) the accuracy of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to the Closing. The Purchaser's obligation to close the transaction shall be subject to the fulfillment of the following conditions: (a) the occurrence of the Public Offering Closing, (iib) the Indentureexecution and delivery by the Company of the Registration Rights Agreement; (c) the receipt by the Purchaser of an opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, in form and substance of which are reasonably satisfactory to the reasonable satisfaction Purchaser; (d) the receipt by the Purchaser of a certificate, signed by the Secretary of the PurchaserCompany, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B2, together against payment (e) the receipt by the Purchaser, of a --------- certificate, dated as of the Closing Date, as to the good standing of the Company in the state of Delaware, (f) the receipt by the Purchaser to of a stock certificate, representing the Company or to its order Shares, and (g) the accuracy of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated representations and warranties made by the Company in writing. At herein as of the Second Closing as though such representations and warranties had been made on and as of Closing and the fulfillment of those undertakings of the Company to be fulfilled prior to Closing, and Purchaser's receipt of a certificate executed by the Senior Vice President of the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser 3 certifying as --------- to the Company or same. This Agreement and the Registration Rights Agreement are collectively referred to its order of herein as the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2"Transaction Documents".

Closings. (a) The consummation Subject to the terms and conditions hereof, the closing of the transactions described in Section 2.1(a) purchase and sale of the Shares and Warrants to be purchased by the Purchaser and the other Purchaser (the “First Closing”"CLOSING") shall occur will take place at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, (i) on the fifth (5th) Business Day following the date hereofOctober 5, 1999, or such other time and date as shall be mutually agreed to by the Company and the Purchaser (the "FIRST CLOSING") (such time and date are herein referred to as the parties hereto shall mutually agree in writing"FIRST CLOSING DATE"), and (bii) on the consummation date which is within twenty-five days after the Company's Information Statement on Schedule 14C informing the Company's stockholders that the Company has obtained the consent of a majority of its stockholders to the issuance by the Company of Common Stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the transactions described in Section 2.1(b) Common Stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the Common Stock (the “Second Closing” and"STOCKHOLDERS' NOTICE"), together with is first sent or given to the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, Company's stockholders or such other time and date as shall be mutually agreed to by the Company and the Purchaser, but in any event no later than December 15, 1999; PROVIDED THAT the Company has taken the appropriate corporate action to obtain proper stockholder approval prior to such Closing (the "SECOND CLOSING") (such time and date are herein referred to as the parties hereto shall mutually agree in writing"SECOND CLOSING DATE"). At The First Closing and the Second Closing are called individually a "CLOSING" and collectively the "CLOSINGS"; the First ClosingClosing Date and the Second Closing Date are called individually a "CLOSING DATE" and collectively, the "CLOSING DATES." At any time prior to the First Closing Date, the Company shall deliver and the Purchasers may agree mutually to close the entire purchase and sale of the Shares and Warrants on the First Closing Date (rather than in two separate Closings). The sale and purchase of Shares and Warrants severally by each of the Purchasers pursuant to the Purchaser Stock and Warrant Purchase Agreements between each of the Purchasers and the Company shall be consummated concurrently (i) (A) for an aggregate purchase price of $3,750,000 on the First Closing Note dated Date and (B) for an aggregate purchase price of $3,750,000 on the date Second Closing Date or (ii) for an aggregate purchase price of $7,500,000 on the First Closing and registered in Date, if the name of the Purchaser, (ii) the Indenture, the form and substance of which are parties mutually agree to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel have only one Closing pursuant to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.22(a).

Closings. (a) The consummation Subject to the terms and conditions hereof, the closing of the transactions described in Section 2.1(apurchase and sale of the Shares and Warrants to be purchased by the Purchaser and the other Purchasers will take place at the offices of Xxxxxx, Xxxxx & Bockius LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, (i) (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereofMarch 2, 1999, or such other time and date as shall be mutually agreed to by the Company and the Purchaser (the "First Closing") (such time and date are herein referred to as the parties hereto "First Closing Date"), and (ii) on the date which is within five business days of the Company's 1999 annual meeting of stockholders (the "Stockholders' Meeting") or such other time and date as shall be mutually agree agreed to by the Company and the Purchaser, but in writingany event no later than June 30, 1999; provided that at such Stockholders' Meeting the appropriate corporate action has been taken to authorize sufficient additional shares of Common Stock to permit conversion in full of the Series D Convertible Preferred Stock into shares of Common Stock and to permit exercise in full of all Warrants issued on such date (the "Second Closing") (such time and date are herein referred to as the "Second Closing Date"). The First Closing and the Second Closing are called individually a "Closing" and collectively the "Closings"; the First Closing Date and the Second Closing Date are called individually a "Closing Date" and collectively, the "Closing Dates." The sale and purchase of Shares and Warrants by the Xxxxxxx Funds pursuant to the Stock and Warrant Purchase Agreements between each of the Xxxxxxx Funds and the Company shall be consummated concurrently, (a) for an aggregate purchase price of $3,000,000 on the First Closing Date and (b) the consummation for an aggregate purchase price of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur $2,000,000 on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser (i) the First Closing Note dated the date of the First Closing and registered in the name of the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2Date.

Closings. (a) The consummation first purchase and issuance of Senior Notes and Warrants shall take place on the transactions described date hereof or the first date thereafter on which the conditions set forth in Section 2.1(a) 5.01 are satisfied (the “First Closing”). Unless previously cancelled pursuant to the terms of this Agreement: (i) the second purchase and issuance of Senior Notes and Warrants shall occur take place on March 7, 2011 subject to the fifth (5th) Business Day following consent of the date hereof, Senior Eligible Securities Majority or on such other time date as the parties hereto Company and the Senior Eligible Securities Majority shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser (i) the First Closing Note dated the date of the First Closing and registered in the name of the Purchaser, ); (ii) the Indenturethird purchase and issuance of Senior Notes and Warrants shall take place on December 7, the form and substance of which are 2011 subject to the reasonable satisfaction consent of the Purchaser, Senior Eligible Securities Majority or on such other date as the Company and the Senior Eligible Securities Majority shall agree (the “Third Closing”); (iii) an opinion the fourth purchase and issuance of Mauritius counsel Senior Notes and Warrants shall take place on March 7, 2012 subject to the consent of the Senior Eligible Securities Majority or on such other date as the Company dated and the date Senior Eligible Securities Majority shall agree (the “Fourth Closing”); and (iv) to the extent any amounts representing the Aggregate Purchase Price remain in the escrow following the Fourth Closing (exclusive of any other amounts, including any accrued interest), one or more additional Subsequent Closings (as defined below) shall take place on such date(s) as the Company and the Senior Eligible Securities Majority shall agree. The First Closing, Second Closing, Third Closing, Fourth Closing and any additional Subsequent Closings are each sometimes referred to herein as a “Closing” and together as the “Closings.” The Closings other than the First Closing are each sometimes referred to herein as a “Subsequent Closing” and substantially in together as the form attached hereto as Exhibit B, together against payment by the Purchaser “Subsequent Closings.” Notwithstanding anything herein to the Company contrary and subject to the following sentence, the Senior Eligible Securities Majority shall have the right at any time prior to any Subsequent Closing to accelerate or to its order defer the purchase and issuance of all or any portion of the First Closing Purchase Price by wire transfer of immediately available funds Senior Notes and Warrants, including the right to change the aggregate amount subject to purchase at First Closing to a Closing. Any such account as designated by the Company in writing. At the Second Closing, the Company acceleration or deferral shall deliver to the Purchaser be (i) pro rata among the Second Closing Note dated Purchasers based on the date amount of the Second Closing and registered in the name of the Purchaser Senior Notes remaining to be purchased by each and (ii) an opinion of Mauritius counsel applied against or added to the Company dated Senior Notes and Warrants scheduled to be purchased at the date next succeeding Subsequent Closings. In no event shall the total amount of Senior Notes and Warrants exceed the Second Closing maximum amount of Senior Notes and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser Warrants to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2purchased hereunder.

Closings. The Initial Closing, Second Closing and Additional Closings shall take place at such locations, dates and times as may be agreed upon between the Company and the Purchasers (a) The consummation of the transactions described in Section 2.1(a) (such closings being called, respectively, the “First Initial Closing”) shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, and the “ClosingsAdditional Closing” and (each, a “Closing” and, collectively, the “Closings”) shall occur on and such date and time being called, as appropriate, the tenth “Initial Closing Date”, the “Second Closing Date” or the “Additional Closing Date”) (10th) Business Day following each, a “Closing Date” and, collectively, the date hereof, or such other time as the parties hereto shall mutually agree in writing“Closing Dates”)). At each of the First Initial Closing, Second Closing and Additional Closing, the Company shall issue and deliver to the each Purchaser (i) the First Closing Note dated the date of the First Closing and a stock certificate or certificates in definitive form, registered in the name of such Purchaser representing the Purchaser, (ii) number of the Indenture, the form and substance applicable series of which are Preferred Shares being purchased by such Purchaser pursuant to the reasonable satisfaction of terms hereof at the PurchaserInitial, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto Second or Additional Closing, as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writingapplicable. At the Second Closing, the Company shall issue and deliver the Warrants to the Purchasers. The Second Closing must occur on or before the first anniversary of the First Closing, or such other date agreed upon by the holders of not less than a majority in interest of the outstanding shares of Series B-1 Preferred issued upon the First Closing (the “Majority Series B-1”). The Majority Series B-1 may waive, in its sole discretion, the XXXX funding requirement as a condition to the Second Closing. In the event that the Second Closing does not occur, then any Warrants issued in connection with commitments to purchase Series B-2 Preferred made at the First Closing shall be automatically terminated. As payment in full for the Preferred Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Initial Closing Date, Second Closing Date or Additional Closing Date, each Purchaser shall pay to the Company, by wire transfer to the Company as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company, immediately available funds in the amount equal to the product of (i) in the Second Closing Note dated the date case of the Second Closing purchase of Series B-1 Preferred Shares at the Initial Closing, (a) $2.67 and registered in (b) the name number of Series B-1 Preferred Shares being purchased by such Purchaser at the Purchaser Initial Closing; and (ii) an opinion in the case of Mauritius counsel to the Company dated the date purchase of Series B-2 Preferred Shares at the Second Closing or any Additional Closing, (x) $5.00 and substantially (y) the number of Series B-2 Preferred Shares being purchased by such Purchaser at such Second Closing or Additional Closing. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the form attached hereto as Exhibit B, together against payment Purchaser by the Purchaser Company. Portions herein identified by [XXXX] have been omitted pursuant to the Company or to its order a request for confidential treatment under Rule 406 of the Second Closing Purchase Price by wire transfer Securities Act of immediately available funds at Second Closing to such account 1933, as designated by amended. A complete copy of this document has been filed separately with the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2.Securities and Exchange Commission

Closings. (a) The consummation closing of the transactions described in Section 2.1(a) sale and purchase of the Subject Securities under this Agreement to the Purchasers set forth on Exhibit C (the “First Closing”) shall occur take place at the offices of the Company on the fifth (5th) Business Day following the date hereofMay 21, 2004 at 9:00 a.m. Central time, or at such other time or place as the parties hereto shall Company and the Purchasers listed on Exhibit C may mutually agree in writing, and (b) such closing date is hereinafter referred to as the consummation “First Closing Date”). The closing of the transactions sale and purchase of the Subject Securities described in Section 2.1(b1.2 (the “Supplemental Closing”), if any, shall take place at the offices of the Company at such time and place as the Company and the Purchasers of such Subject Securities may mutually agree, but in any event not later than thirty (30) days after the First Closing Date (the date of such Supplemental Closing is hereinafter referred to as the “Supplemental Closing Date”). The closing of the sale and purchase of the Subject Securities under this Agreement to the Purchasers set forth on Exhibit D (the “Second Closing” and”) shall, together with if it occurs, take place at the offices of the Company at 9:00 a.m. CDT on the fifteenth (15th) day after written notice provided by the Company to the Purchasers, which notice may not be given later than August 31, 2004, or at such earlier time and/or other place as the Company and the Purchasers listed on Exhibit D may mutually agree (the date of such closing is hereinafter referred to as the “Second Closing Date”). If the Company does not provide the notice referenced in the previous sentence on or before August 31, 2004, then the Second Closing will not occur. The First Closing, the “Closings” Supplemental Closing, and each, the Second Closing may sometimes be referred to herein individually as a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof” and collectively, or such other time as the parties hereto shall mutually agree in writing. At the “Closings.” The First ClosingClosing Date, the Company shall deliver to the Purchaser (i) the First Supplemental Closing Note dated the date of the First Closing and registered in the name of the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the PurchaserDate, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated Date may sometimes be referred to herein individually as a “Closing Date” and collectively, as the date of the Second “Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2Dates.”

Closings. Not later than 11:30 a.m. (aNew York City local time) The consummation of the transactions described in Section 2.1(a) (the “First Closing”) shall occur on the fifth Closing Day for any Accepted Notes, the Company or Electronic (5thas the case may be) Business Day following will deliver to each Purchaser listed in the date hereofConfirmation of Acceptance relating thereto at the offices of Prudential Capital Group, Xxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000 (or such other time address as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First ClosingPrudential may specify), the “Closings” and each, a “Closing”) shall occur Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Accepted Note to be purchased on the tenth (10th) Business Day following the date hereofClosing Day, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser (i) the First Closing Note dated the date of the First Closing Day and registered in such Purchaser's name (or in the name of the Purchaserits nominee), (ii) the Indenture, the form and substance of which are to the reasonable satisfaction against payment of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment purchase price thereof by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing for credit to the Company's or Electronic's account specified in the Purchase Request or Request for Purchase (as the case may be) with respect to such account Notes. If Electronic or the Company (as designated the case may be) fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2C(1), or any of the applicable conditions specified in paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 1:00 p.m., New York City local time, on such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Availability Period or the Issuance Period, as applicable, not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the "RESCHEDULED CLOSING DAY")) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with paragraph 2C(4) or (ii) such closing is to be canceled. In the event that the Company shall fail to give such notice referred to in the preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 1:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writingwriting that such closing is to be canceled. At Notwithstanding anything to the Second Closingcontrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company have otherwise consented in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2.

Closings. (a) The consummation Upon satisfaction of the transactions described conditions set forth in Section 2.1(a) 2.2, the closing of the sale and purchase of Shares and Warrants under this Agreement (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on at the tenth (10th) Business Day following the date hereofoffices of Company Counsel located at 00 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, or at such other time location as the parties hereto shall mutually agree in writingagree, on December 19, 2003 (the “Closing Date”). At the First Closing, the Company shall deliver Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally, to purchase (ia) that number of Shares equal to such Purchaser’s Maximum Subscription Amount as set forth on the First Closing Note dated the date Schedule of the First Closing and registered in the name of the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form Purchasers attached hereto as Exhibit B, together against payment C divided by the Per Share Purchase Price and (b) the Warrants as defined pursuant to Section 2.3. Such Purchaser further agrees to deliver to Placement Agent on the date of this Agreement the documents referenced in Section 2.2(b)(i) for delivery to the Company, subject to the Company’s right to refuse to allow such Purchaser to participate in the Closing, at or prior to the Closing Date. The Company and each Purchaser hereby agree that no more than an aggregate of 5,598,827 shares of Common Stock and Common Stock Equivalents shall be sold by the Company pursuant to the terms and conditions of this Agreement, including any shares of Common Stock issuable upon exercise of warrants issued to placement agents or finders receiving compensation in connection with this placement. The Purchasers acknowledge that pursuant to its order the terms of Section 4.4 of the First Closing Purchase Price by wire transfer Agreements from the Company’s August 2003 Private Placement (the “August 2003 Purchase Agreements”), certain Qualified Purchasers (as defined in the August 2003 Purchase Agreements and referenced herein as “Prior Qualified Purchasers”) have a right of immediately available funds at First Closing participation with respect to the sale of any Securities under this Agreement, and the Company may be required to reduce such account as designated Purchaser’s Maximum Subscription Amount in order to comply with the participation rights of the Prior Qualified Purchasers. Each of the Purchasers and the Company agree that the Company may in its sole discretion accept or reject any such Purchaser’s offer to buy Shares hereunder. Each Purchaser further agrees that such Purchaser’s Maximum Subscription Amount may be reduced by the Company in writingits sole discretion or as required to permit the Prior Qualified Purchasers or the Permitted Designee of a Prior Qualified Purchaser, such designee to be deemed a “Prior Qualified Purchaser” for the purposes of the agreement, to exercise the Prior Qualified Purchaser’s rights of participation pursuant to the August 2003 Purchase Agreements. At the Second ClosingIn addition, each Purchaser agrees that should the Company shall deliver reduce the Maximum Subscription Amount to a lower aggregate purchase price or refuse to permit the Purchaser to participate (isuch amount the “Actual Subscription Amount”), such Purchaser hereby agrees that such Purchaser will at the Closing purchase (a) that number of Shares equal to such Purchaser’s Actual Subscription Amount as set forth on the Second Closing Note dated the date Schedule of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form Purchasers attached hereto as Exhibit B, together against payment C (as such exhibit is amended by the Company pursuant to the sentence immediately following) divided by the Per Share Purchase Price and (b) the Warrants as defined pursuant to Section 2.3. The Company shall inform each Purchaser of such Actual Subscription Amount prior to the Closing, the Schedule of Purchasers shall be amended by the Company to reflect the Actual Subscription Amount selected for the Purchaser by the Company and the Purchaser shall promptly wire the Actual Subscription Amount to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available so that such funds at Second Closing to such account as designated by reach the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by on or prior to the other party of such other party’s obligations under this Section 2.2Closing Date.

Closings. At each Closing, (ai) The consummation the Purchaser shall deliver to the Company, via wire transfer to an account designated by the Company, immediately available funds equal to the Purchase Price, which, for such respective Closing, shall be equal to the number of Preferred Shares to be purchased and sold multiplied by ninety-five percent (95%) of the transactions described in Section 2.1(aStated Value per share; (ii) (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser its Preferred Stock Certificate representing the Preferred Shares purchased and sold at such Closing; and (iiii) the Company and the Purchaser shall deliver all other items set forth in Section 2.3. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4for each Closing, each Closing shall occur electronically or at such other location as the parties shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation. Within ninety (90) days from the execution and delivery of this Agreement by the parties hereto, the Company and the Purchaser shall conduct a Closing at which the Purchaser shall purchase and the Company shall sell $100,000 of Preferred Shares (the “First Closing Note dated Closing”). Subsequent to the First Closing, the Company and the Purchaser shall conduct additional Closings on each monthly anniversary following the date of the First Closing until the Purchaser has purchased and registered in the name Company has sold an aggregate of $150,000 of Preferred Shares hereunder. At the sole discretion of the Purchaser, (ii) the Indenture, Purchaser shall have the form and substance of which are option to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated accelerate the date of any and all additional Closings by providing the First Company notice of such intent to conduct a Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser at least three (3) Trading Days prior to the Company or date of such accelerated Closing. Notwithstanding anything to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing contrary stated herein, Purchaser acknowledges that pursuant to such account as designated by the Company in writing. At the Second ClosingExchange Act, the Company is required to file forms Pre14C and Def14C with the Commission at least forty (40) days prior to filing forms designating the Preferred Shares with the state of Florida and that the failure to file the Certificate of Designations for the Preferred Shares shall deliver to not, under any circumstance, constitute a breach of any provision of this Agreement until the Purchaser date at least ninety (i90) the Second Closing Note dated days from the date of this Agreement and that Purchaser may nonetheless tender the Second Closing and registered in the name Company a portion of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing prior to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2filing.

Closings. (a) The consummation Subject to the satisfaction of the transactions described conditions set forth in Section 2.1(a) this Agreement, the closing of the purchase by the Investor of Put Shares following a Put (the “First a "Closing”") shall occur on the fifth (5th) second Business Day ------- following the date hereof, end of the Valuation Period for such Closing (or such other time date as is mutually agreed to by the Company and the Investor) (a "Closing Date") at ------------ the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 ("Xxxxxxxx Xxxxxxxxx") or such other place to ------------------ which the parties hereto may agree. At least one Business Day prior to each Closing Date, the Company shall mutually agree deliver (or cause to be delivered) into escrow with Xxxxxxxx Xxxxxxxxx (or such other escrow agent to which the parties may agree): (1) the certificate contemplated by Section 6.1(c); (2) the legal opinion contemplated by Section 6.1(f); (3) a writing, executed by the Investor and the Company concurring as to (x) the total number of Put Shares that are to be issued and sold at such Closing, (y) the Investment Amount for the Put Shares issuable at such Closing and (z) the number of Warrant Shares that will vest on such Closing Date under the Closing Warrant as a result of such Put (it being agreed that 15 shares of Common Stock shall vest under such Closing Warrant for each $10,000 of Purchase Price paid at the Closing (plus a pro rata amount of such Warrant Shares with respect to any portion of the Purchase Price in writingexcess of $100,000), and (b4) all other documents, instruments and writings required to be delivered by it pursuant to the consummation of the transactions described Transaction Documents (as defined herein) in Section 2.1(b) order to effect a Closing hereunder (the “Second Closing” and, together with items contemplated by clauses (1) through (4) above are collectively referred to as the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) "Company Required Items"). ---------------------- At least one Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closingprior to each Closing Date, the Company shall deliver to the Purchaser (i) Investor's account through the First Closing Note dated Depository Trust Company DWAC system, per written account instructions delivered by the date of the First Closing and registered in the name of the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel Investor to the Company dated (the date "DTC --- Account"), the Put Shares to be issued and sold to the Investor at such Closing ------- and meeting the requirements of the First Closing and substantially Section 5.3 which Put Shares shall be held in the form attached hereto as Exhibit B, together against payment by the Purchaser escrow pending delivery to the Company or to its order of the First Investment Amount for the Put Shares to be issued and sold at such Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver pursuant to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2terms hereof.

Closings. (a) The consummation initial closing of the transactions described in Section 2.1(a) Offering (the “First "Initial Closing”") shall occur take place, on or prior to the fifth Termination Date, at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (5th"RSPAB") Business Day following on or about the date hereofthird (3rd) business day after Sunrise receives notice from the Company that the Company has accepted subscriptions for a number of Shares equal to or greater than the Minimum Offering (such date, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation "Initial Closing Date"). Subsequent closings of the transactions described in Section 2.1(b) Offering (the “Second each a "Subsequent Closing” and, together with the First Closing, the “Closings” and each, a “Closing”") shall occur take place, subsequent to the Initial Closing Date and prior to the Termination Date, at the offices of RSPAB on or about the tenth third (10th3rd) Business Day following business day after Sunrise receives notice from the date hereofCompany that the Company has accepted additional subscriptions for a number of Shares up to the Maximum Offering (each such date, or such other time an "Additional Closing Date"). The Initial Closing and any Additional Closing are sometimes collectively referred to as a "Closing." The Initial Closing Date and any Additional Closing Date are sometimes collectively referred to as a "Closing Date." Promptly after the parties hereto shall mutually agree in writing. At Initial Closing Date (if this Subscription Agreement is delivered and accepted after the First ClosingInitial Closing Date, then after the Subsequent Closing Date), the Company shall will deliver to the Purchaser (i) undersigned certificates evidencing the First Closing Note dated Securities to be purchased by the date undersigned, registered in its name. As of the First Initial Closing Date (if this Subscription Agreement is delivered and registered in accepted after the Initial Closing Date, then as of the Subsequent Closing Date), the undersigned shall be entitled to vote all of the Shares, to receive dividends, if any, and to obtain all of the rights otherwise granted to the Company's stockholders. The name of each undersigned shall be registered on the Purchaser, (ii) transfer books of the Indenture, Company as the form record owner of the Securities purchased. If the Company has not received and substance accepted subscriptions for a number of which are Shares equal to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel Minimum Offering on or prior to the Company dated Termination Date, no Securities will be sold pursuant to this Subscription Agreement and the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment Purchase Price paid by the Purchaser undersigned will be returned to the Company or to its order of undersigned without interest promptly after the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2Termination Date.

Closings. (a) The consummation sale and purchase of the transactions described in Section 2.1(aNotes to be purchased by the Purchasers shall occur at the offices of Xxxxxxx XxXxxxxxx LLP, at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time, at two separate closings (each, a “Closing”). The first Closing shall occur on October 1, 2008, unless the Company and the First Closing Purchasers (as defined below) mutually agree that such Closing shall occur on such other Business Day thereafter on or prior to October 27, 2008 (the “First Closing”) ). The second Closing shall occur on October 30, 2008, unless the fifth Company and the Second Closing Purchasers (5thas defined below) mutually agree that such Closing shall occur on such other Business Day following the date hereofthereafter on or before November 10, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) 2008 (the “Second Closing” and”). As specified in Schedule A, together with certain of the Notes shall be sold by the Company and purchased by certain of the Purchasers (the “First Closing Purchasers”) at the First Closing, while the remaining Notes shall be sold by the Company and purchased by certain of the Purchasers (the “Closings” and each, a “ClosingSecond Closing Purchasers”) shall occur on at the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writingSecond Closing. At the First each Closing, the Company shall will deliver to each Purchaser the Notes to be purchased by such Purchaser at such Closing, in the form of a single Note for each Series (ior such greater number of Notes for each Series in denominations of at least $50,000 as such Purchaser may request) the First Closing Note dated the date of the First such Closing and registered in such Purchaser’s name (or in the name of the Purchaserits nominee), (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment delivery by the such Purchaser to the Company or to its order of immediately available funds in the First Closing Purchase Price amount of the purchase price therefor by wire transfer of immediately available funds at First Closing to such for the account as designated by of the Company in writingto account number 0000000 at JPMorgan Chase Bank, N.A., New York, NY, ABA # 000000000. At the Second Closing, If at either Closing the Company shall deliver fail to tender the applicable Notes to any Purchaser (i) the Second Closing Note dated the date as provided above in this Section 3, or any of the Second Closing and registered conditions specified in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing Section 4 with respect to such account as designated by the Company in writing. Performance by each party under this Section 2.2 Closing shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be tendered against performance by the other party relieved of such other party’s all further obligations under this Section 2.2Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Closings. (a) The consummation closing of the transactions contemplated hereby with respect to the Initial Licenses listed on Exhibit A and attached as Exhibit B shall take place at the offices of Akerman Senterfitt, Xxx X.X. Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000, or at such other place as the parties may mutually agree upon, within six (6) business days following the Initial Delivery Date, as described in Section 2.1(a) (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof1.2, or such other date on which the parties may mutually agree (the “Initial Closing Date”). The closing of the transactions contemplated hereby with respect to each Subsequent License listed on Exhibit A shall take place at the offices of Akerman Senterfitt, Xxx X.X. Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000, or at such other place as the parties may mutually agree upon, on such date and time as the parties hereto shall may mutually agree in writingupon (each a “Subsequent Closing Date” and, and (b) the consummation of the transactions described in Section 2.1(b) (collectively, the “Second ClosingSubsequent Closing Dates” and, together with the First ClosingInitial Closing Date, the “Closings” and eachClosing Dates”). On each of the Closing Dates, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser (i) the First Closing Note dated parties shall make the date respective deliveries of the First Closing documents required by Section 8.2 and registered in the name of the PurchaserSection 8.3, (ii) Iconic shall have delivered to Parlux the Indenturefully signed License in accordance with Section 1.2 or Section 1.3, as applicable, and a copy of Iconic's limited liability company operating agreement (as may be amended), (iii) the form parties shall execute and substance of which are deliver the Sublicense(s) with respect to the reasonable satisfaction of the Purchaserrespective License, and (iiiiv) an opinion of Mauritius counsel Parlux shall deliver the Warrants with respect to the Company dated respective License to Iconic and/or the date of the First Closing and substantially in Licensors and/or their respective affiliates as designated by Iconic pursuant to the form of instruction letter attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2.E.

Closings. (a) The consummation Upon receipt of executed Securities Purchase Agreements from the Purchasers, in a form acceptable to the Company and the Placement Agent, and the delivery by each Purchaser of the transactions appropriate purchase price to Corporate Stock Transfer for deposit in the Escrow Account and the Company’s acceptance thereof as described in Section 2.1(athe Securities Purchase Agreement, the first closing of the purchase and sale of up to an aggregate of 5,500,000 Units (the “Initial Units”) shall take place at the offices of the Company’s counsel, K&L Gates, LLP, having an office at 4350 Xxxxxxxx at Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx Xxxxxxxx 00000 (the “Company’s Counsel”), on October 21, 2008, at 11:00 a.m., New York time, or at such other time and date agreed upon between the Placement Agent and the Company (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing). At the First Closing, at the direction of the Company and the Placement Agent, payment for the Initial Units being purchased shall deliver be delivered to the Company from the Escrow Account and made against delivery of certificates representing the number of Common Shares, Class A Warrants and Class B Warrants equal to the number of Initial Units sold to such Purchaser (i) in the First Closing Note dated Closing. If less than all of the Initial Units are sold in the First Closing, the remaining Initial Units may be sold pursuant to a second closing, which shall take place at the offices of the Company’s Counsel on October 31, 2008 at 11:00 a.m., New York time, or at such other time and date agreed upon between the Placement Agent and the Company (the “Second Closing”). If applicable, a third closing of the purchase and sale of the “Remaining Units” (equal to the number of the 8,500,000 Units remaining after subtracting the number of Initial Units sold in the First Closing and registered in the name Second Closing) shall be held at the offices of the Purchaser, (ii) Company’s Counsel no later than three Trading Days following the Indenture, the form and substance of which are to the reasonable satisfaction of the PurchaserStockholder Approval Condition (the “Third Closing”). Following the First Closing, and (iii) an opinion of Mauritius counsel Second Closing, if applicable, the Placement Agent will continue to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by assist the Company in writinglocating qualified Purchasers during the remainder of the Offering Period. At All purchase price amounts received from Purchasers will continue to be deposited in the Second ClosingEscrow Account, pending satisfaction of the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of conditions preceding the Second Closing and registered the Third Closing. The Second Closing and Third Closing, if any, will be made on the same terms as the First Closing, as set forth in this Section 4(a). If the name of the Purchaser and (ii) an opinion of Mauritius counsel First Closing does not occur on or prior to the Company dated the date of November 15, 2008, the Second Closing and substantially (if applicable) does not occur on or prior to November 30, 2008, or the Third Closing (if applicable) does not take place on or before the Stockholder Approval Termination Date, the Placement Agent will return any funds then remaining in the form attached hereto as Exhibit B, together against payment by the Purchaser Escrow Account to the Company Purchasers, without deduction or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2interest thereon.

Closings. At each Closing, (ai) The consummation the Purchaser shall deliver to the Company, via wire transfer to an account designated by the Company, immediately available funds equal to the Purchase Price, which, for such respective Closing, shall be equal to the number of Preferred Shares to be purchased and sold multiplied by ninety-five percent (95%) of the transactions described in Section 2.1(aStated Value per share; (ii) (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser its Preferred Stock Certificate representing the Preferred Shares purchased and sold at such Closing; and (iiii) the Company and the Purchaser shall deliver all other items set forth in Section 2.3. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4for each Closing, each Closing shall occur electronically or at such other location as the parties shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation. Within ninety (90) days from the execution and delivery of this Agreement by the parties hereto, the Company and the Purchaser shall conduct a Closing at which the Purchaser shall purchase and the Company shall sell $100,000 of Preferred Shares (the “First Closing Note dated Closing”). Subsequent to the First Closing, the Company and the Purchaser shall conduct additional Closings on each monthly anniversary following the date of the First Closing until the Purchaser has purchased and registered in the name Company has sold an aggregate of $150,000 of Preferred Shares hereunder. At the sole discretion of the Purchaser, (ii) the Indenture, Purchaser shall have the form and substance of which are option to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated accelerate the date of any and all additional Closings by providing the First Company notice of such intent to conduct a Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser at least three (3) Trading Days prior to the Company or date of such accelerated Closing. Notwithstanding anything to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing contrary stated herein, Purchaser acknowledges that pursuant to such account as designated by the Company in writing. At the Second ClosingExchange Act, the Company is required to file forms Pre14C and Def14C with the Commission at least forty (40) days prior to filing forms designating the Preferred Shares with the state of Florida and that the failure to file the Certificate of Designations for the Preferred Shares shall deliver to not, under any circumstance, constitute a breach of any provision of this Agreement until the Purchaser date at least ninety (i75) the Second Closing Note dated days from the date of this Agreement and that Purchaser may nonetheless tender the Second Closing and registered in the name Company a portion of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing prior to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2filing.

Closings. (a) The consummation There shall be two separate closings of the transactions described in Section 2.1(a) contemplated by the Purchase Agreement to occur at the Second Closing. The first such closing (the “First "Principal Closing”") of the transactions contemplated by the Purchase Agreement other than those in respect of the Xxxxxxxx Station (the closing of which occurred on April 12, 1999) or in respect of the STC Stations (the closing or closings of which are being deferred under this Agreement) shall occur take place at 10:00 a.m., New York City time, on April 30, 1999 (such time and date being referred to herein as the fifth "Principal Closing Date"). The closing (5ththe "Deferred Closing") Business Day following of the transactions contemplated by the Purchase Agreement in respect of the STC Stations shall take place at 10:00 a.m., New York City time, on a date hereof, or such other time as to be agreed upon by the parties hereto (such time and date being referred to herein as the "Deferred Closing Date"); provided, however, that the Deferred Closing Date shall mutually agree not occur later than July 30, 1999 (or, if the parties hereto request FCC consent to extend its initial 90-day consummation period and the FCC has denied such request in writing, and (b) the consummation of the transactions described in Section 2.1(bDeferred Closing Date shall occur not later than July 5, 1999) (the “Second Closing” andJuly 30, together with the First Closing1999 or July 5, the “Closings” and each1999, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writingcase may be, being the "Outside Closing Date"). At the First Principal Closing, the Company shall will convey, assign, transfer and deliver all of the Company's right, title and interest in and to all of the Purchaser Assets and Business other than (i) the First Closing Note dated the date of Assets and Business that were conveyed, assigned, transferred or delivered in connection with the First Closing (the "Xxxxxxxx Assets" and registered in the name of the Purchaser, "Xxxxxxxx Business," respectively) and (ii) the IndentureAssets owned or leased by, or licensed to or used or useful by, the form Company exclusively in connection with the STC Stations (the "STC Assets") and substance of which are to the reasonable satisfaction business, operations and activities of the PurchaserSTC Stations (the "STC Business"), and (iii) an opinion of Mauritius counsel Purchaser shall assume and agree to the Company dated the date perform and fully discharge when due all of the First Closing and substantially Assumed Liabilities related to arising from or in connection with the form attached hereto as Exhibit BAssets or the Business other than the Xxxxxxxx Assets, together against payment by the Purchaser to Xxxxxxxx Business, the Company STC Assets or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writingSTC Business. At the Second Deferred Closing, the Company shall will sell, convey, assign, transfer and deliver to Purchaser or STC, as the Purchaser (icase may be pursuant to Section 8(b) the Second Closing Note dated the date hereof, all of the Second Closing STC Assets and registered in the name STC Business, and Purchaser shall assume and agree to perform and fully discharge when due all of the Purchaser and Assumed Liabilities related to arising from or in connection with the STC Assets or the STC Business (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2"STC Assumed Liabilities").

Closings. (a) The consummation There shall be two separate closings of the transactions described in Section 2.1(a) contemplated by the Purchase Agreement. The first such closing (the “"First Closing”") shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described contemplated in Section 2.1(b) the Purchase Agreement with respect to Station WOKR-TV shall take place at 10:00 a.m., New York City time, on the date hereof (such time and date being referred to herein as the "First Closing Date"). The closing (the “"Second Closing” and") of the other transactions contemplated in the Purchase Agreement shall take place at 10:00 a.m., together with the First ClosingNew York City time, the “Closings” on April 30, 1999 (such time and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time being referred to herein as the parties hereto shall mutually agree "Second Closing Date"), or, if the conditions to Closing set forth in writingArticles 6 and 7 of the Purchase Agreement have not been satisfied or waived by April 30, 1999 (after giving effect to any modifications thereto contained in this Modification Agreement), as soon (but not less than two Business Days) thereafter as the conditions set forth in Article 6 and 7 of the Purchase Agreement have been satisfied or waived (after giving effect to any modifications thereto contained in this Modification Agreement). At the First Closing, the Company shall will convey, assign, transfer and deliver certain of the Assets (as defined in the Purchase Agreement) relating to Station WOKR-TV to CNYN and the Purchaser (ithe "WOKR Assets") and the First Closing Note dated the date Purchaser and CNYN shall assume and agree to perform and fully discharge when due all of the First Closing and registered Assumed Liabilities (as defined in the name Purchase Agreement) arising out of or relating to Station WOKR-TV (the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing"WOKR Assumed Liabilities"). At the Second Closing, the Company shall will sell, convey, assign, transfer and deliver to all of the Assets other than the WOKR Assets (the "Non-WOKR Assets") and the Purchaser (i) the Second Closing Note dated the date shall assume and agree to perform and fully discharge when due all of the Second Closing and registered in Assumed Liabilities other than the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2WOKR Assumed Liabilities.

Closings. (a) The consummation of the transactions described in Section 2.1(a) (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, each Closing the Company shall deliver to each Purchaser (with respect to the Initial Closing) and to the Principal Purchaser (with respect to the Initial Closing and each Subsequent Closing) a certificate or certificates representing that number of Sale Shares sold to such Purchaser at such Closing against payment of the purchase price therefor by check or wire transfer; provided, however, that the delivery of such certificates shall be subject to any requirement that the Purchasers pledge such Sale Shares pursuant to and in conformance with that certain Credit Agreement dated as of November 30, 1999 among the Company, DLJ Capital Funding, Inc., Harris Trust and Savings Bxxx, Xleet National Bank, and the additional financial institutions and Persons parties thereto, as amended (the "DLJ Credit Agreement"). The closing of the purchase and sale of Sale Shares as provided in Section 1.01 and the consummation of the other transactions contemplated to occur at such closing as set forth herein (the "Initial Closing") and each closing of the purchase and sale of Sale Shares as provided in Section 1.02 and the consummation of the other transactions contemplated to occur at each such closing as set forth herein (each, a "Subsequent Closing") shall take place at the offices of Kirkland & Ellis, 200 East Xxxxxxxh Dxxxx, Cxxxxxx, Xxxxxxxx 00000. The Initial Closing shall take place upon the later of (i) the First Closing Note dated 10 business days from the date of the First Closing and registered in the name of the Purchaserhereof, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion as soon as practicable after the last of Mauritius counsel the conditions set forth in Sections 5.01, 5.02 and 5.03 are fulfilled or waived (subject to applicable law), or at such later time and place and on such later date as the Principal Purchaser and the Company dated shall mutually determine. The Initial Closing and each Subsequent Closing are sometimes referred to herein individually as a "Closing" and collectively as the "Closings." The date of each such Closing is referred to herein as the Second "Initial Closing and substantially in the form attached hereto Date," "Subsequent Closing Date" or as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second a "Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account Date," as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2applicable.

Closings. (a) The consummation Subject to the terms and conditions of the transactions described in Section 2.1(a) (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereofthis Agreement, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described Transactions contemplated by this Agreement in Section 2.1(b) (the “Second Closing” and, together connection with the First Closing, issuance and sale of the “Closings” and Acquired DEI Holdco Interests (each, a “Closing”) shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, located at 0000 Xxx Xxxx Xxxxxx, XX, Xxxxxxxxxx, XX, (or remotely via the electronic exchange of executed documents) at 10:00 a.m. (Eastern Prevailing Time) (i) with respect to the First Closing, on the tenth (10th) Business Day immediately following the date on which the conditions to First Closing set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the First Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and place as the Parties may mutually agree in writing and (ii) with respect to the Second Closing, on the date set forth in the Second Closing Notice, which shall be at least sixty (60) days following the date of delivery to Investor of such Second Closing Notice, and on which date the conditions to the Second Closing set forth in Article VII shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Second Closing, but subject to the satisfaction or waiver of such conditions), or at such other time, date and place as the Parties may mutually agree in writing; provided, however, that, if the Marketing Period with respect to any Closing has not ended by the end of such tenth (10th) Business Day or such sixty (60)-day period, as applicable to such Closing, then, subject to the continued satisfaction or waiver of the conditions set forth in Article VII at such time, such Closing shall occur instead on the earlier of (x) a date during the Marketing Period as may be specified by Investor on at least ten (10) Business Days’ prior notice to Cinergy (unless a shorter period shall be agreed to by Investor and Cinergy) and (y) the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser (i) the First Closing Note dated the date final day of the First Closing and registered in the name of the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2applicable Marketing Period.

Closings. (a) The consummation exchange of the transactions described in Section 2.1(a) Target Shares held by the Stockholders listed on Schedule A hereto shall take place at the offices of Cozen X’Xxxxxx, counsel to the Company, at The Army and Navy Building, 0000 X Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx of Columbia, by the exchange of documents and instruments by mail, courier, and facsimile to the extent mutually acceptable to the parties hereto, at a time and date to be specified by the parties, which shall be no later than the second (the “First Closing”) shall occur on the fifth (5th2nd) Business Day following after the date hereofsatisfaction or waiver of the conditions set forth in Article VII (other than those that by their terms are to be satisfied or waived at the Initial Closing), or at such other time time, date and location as the parties hereto shall mutually agree in writingwriting (the “Initial Closing”). The date on which the Initial Closing occurs is referred to herein as the “Closing Date.” If the Initial Closing has occurred prior to April 1, 2009, the exchange of the Target Shares held by the Stockholders listed on Schedule B hereto shall take place at the offices of Cozen X’Xxxxxx by the exchange of documents and instruments by mail, courier, and (b) facsimile to the consummation of extent mutually acceptable to the transactions described parties hereto, on April 1, 2009 or such other date to be specified in Section 2.1(b) writing by the parties hereto (the “Second Closing” and”); provided that if the Initial Closing occurs on or after April 1, together 2009, the Second Closing shall occur concurrently with the First Initial Closing. Additional closings (each an “Additional Closing” and with the Initial Closing and Second Closing, each a “Closing” and together the “Closings” ”) may take place on the terms hereof with any holders of Target Shares not included on Schedule A or Schedule B hereto, as amended, for a period of thirty (30) days following the Second Closing. Such holders shall, by executing and eachdelivering counterpart signature pages, become parties to this Agreement and the Related Agreements, as applicable, and shall have the rights and obligations of a “Stockholder” hereunder or thereunder. Immediately after any such Additional Closing”) shall occur on , Schedule B hereto will be amended to list the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writingadditional Stockholders. At the First Initial Closing, each of the Company parties shall deliver to the Purchaser (i) the First Closing Note dated the date of the First Closing others such documents, certificates and registered in the name of the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaserconsents, and (iii) an opinion of Mauritius counsel shall take or cause to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of taken such other party’s obligations actions, as are required under this Section 2.2Article VII.

Closings. (a) The consummation Subject to the terms and conditions of this Agreement, the Company and the Investor shall cause the closing of the transactions described in Section 2.1(a) purchase and sale of the Closing Purchased Securities (the “First Closing”) shall to occur on the fifth (5th) Business Day following after the date hereofconditions to the Closing set forth in Sections 6.1 and 6.2 of this Agreement are satisfied or waived (other than those conditions that, by their terms cannot be satisfied until the Closing Date, but subject to the satisfaction or waiver of such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(bconditions) (the “Second Closing” andClosing Date”), together with the First Closingat 10:00 a.m. Eastern time, the “Closings” and eachby remote electronic exchange of documents (by facsimile, a “Closing”.pdf, e-mail or other form of electronic communication) shall occur on the tenth (10th) Business Day following the date hereof, or such other date, time or location as the parties hereto shall mutually agree in writingCompany and the Investor may agree. At the First Closing, in addition to the obligations pursuant to Section 2.3, the Company shall deliver to the Purchaser Investor book entry accounts and duly executed warrants, as applicable, representing the Closing Purchased Securities in consideration for (i) payment of $140,000,000 (the First “Closing Note dated the date of the First Closing and registered Payment Amount”) in the name of the Purchaser, (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the First Closing Purchase Price cash by wire transfer of immediately available funds at First Closing to such an account as designated by the Company in writing. At at least two (2) Business Days prior to Closing (the Second Closing, the Company shall deliver to the Purchaser (i“Closing Payment”) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) the obligation (subject to adjustment in accordance with the terms hereof) to pay $60,000,000 in the aggregate (the “Capital Commitment”) in consideration for an opinion aggregate of Mauritius counsel 3,200,000 shares of Common Stock (the “Second Tranche Common Stock”), 1,600,000 shares of Preferred Stock (the “Second Tranche Preferred Stock”) and Warrants to purchase 1,056,000 shares of Common Stock, subject to the Company dated terms thereof (the date “Second Tranche Warrants”), at the times, on the terms and otherwise in accordance with Sections 2.2(b), 2.2(c) and 2.2(d) (each such payment and issuance of the Second Closing and substantially in the form attached hereto as Exhibit Bsuch Securities, together against payment by the Purchaser a “Funding”). The amount of Capital Commitments remaining to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds be funded at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 any time shall be tendered against performance by referred to as the other party of such other party’s obligations under this Section 2.2“Unfunded Capital Commitment.”

Closings. The sale and purchase of (a) The consummation of the transactions described in Section 2.1(a) Series 2019A-1 Bonds to be purchased by each Purchaser thereof shall occur at a closing on September 27, 2019 or on such other Business Day thereafter on or prior to October 11, 2019 as may be agreed upon by the Company and such Purchasers (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof), or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of Series 2019A-2 Bonds to be purchased by each Purchaser thereof shall occur at a closing on October 29, 2019 or on such other Business Day thereafter on or prior to November 13, 2019 as may be agreed upon by the transactions described in Section 2.1(b) Company and such Purchasers (the “Second Closing” and”), together with (c) the Series 2019A-3 Bonds to be purchased by each Purchaser thereof shall occur at a closing on November 26, 2019 or on such other Business Day thereafter on or prior to December 11, 2019 as may be agreed upon by the Company and such Purchasers (the “Third Closing”), and (d) the Series 2019A-4 Bonds to be purchased by each Purchaser thereof shall occur at a closing on December 27, 2019 or on such other Business Day thereafter on or prior to January 10, 2020 as may be agreed upon by the Company and such Purchasers (the “Fourth Closing”), in each case at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, at 10:00 a.m., Central time, at the applicable Closing. The First Closing, the “Closings” Second Closing, the Third Closing, and each, the Fourth Closing are each referred to herein as a “Closing”) shall occur on the tenth (10th) Business Day following .” On the date hereof, or such other time as of the parties hereto shall mutually agree in writing. At the First applicable Closing, the Company shall will deliver to each Purchaser the Bonds of the applicable Tranche to be purchased by such Purchaser in the form of a single Bond (ior such greater number of Bonds in denominations of at least $100,000 as such Purchaser may request) of such Tranche in the First Closing Note amount purchased, dated the date of the First such Closing and registered in such Purchaser’s name (or in the name of the such Purchaser’s nominee), (ii) the Indenture, the form and substance of which are to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment delivery by the such Purchaser to the Company or to its order of immediately available funds in the First Closing Purchase Price amount of the purchase price therefor by wire transfer of immediately available funds at First Closing to such for the account as designated by of the Company in writingto an account specified pursuant to Section 4.10 hereof. At If, on the Second date of the applicable Closing, the Company shall deliver fail to the tender such Bonds to any Purchaser (i) the Second Closing Note dated the date as provided above in this Section 3, or any of the Second Closing and registered conditions specified in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing Section 4 shall not have been fulfilled to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall Purchaser’s reasonable satisfaction, such Purchaser shall, at such Purchaser’s election, be tendered against performance by the other party relieved of such other party’s all further obligations under this Section 2.2Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Closings. (a) The consummation initial closing of the transactions described in Section 2.1(a) Offering (the “First "Initial Closing”") -------- shall take place, on or prior to the Termination Date, at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("RSPAB") on or about the third (3rd) business day after Sunrise receives notice from the Company that the Company has accepted subscriptions for a number of Shares equal to or greater than the Minimum Offering (such date, the "Initial Closing Date"). Subsequent closings of the Offering (each a "Subsequent Closing") shall occur take place, subsequent to the Initial Closing Date and prior to the Termination Date, at the offices of RSPAB on or about the fifth third (5th3rd) Business Day following business day after Sunrise receives notice from the date hereofCompany that the Company has accepted additional subscriptions for a number of Shares up to the Maximum Offering (each such date, or such other time an "Additional Closing Date"). The Initial Closing and any Additional Closing are sometimes collectively referred to as a "Closing." The Initial Closing Date and any Additional Closing Date are sometimes collectively referred to as a "Closing Date." Promptly after the parties hereto shall mutually agree in writingInitial Closing Date (if this Subscription Agreement is delivered and accepted after the Initial Closing Date, and (b) then after the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First ClosingSubsequent Closing Date), the Company shall will deliver to the Purchaser (i) undersigned certificates evidencing the First Closing Note dated Securities to be purchased by the date undersigned, registered in its name. As of the First Initial Closing Date (if this Subscription Agreement is delivered and registered in accepted after the Initial Closing Date, then as of the Subsequent Closing Date), the undersigned shall be entitled to vote all of the Shares, to receive dividends, if any, and to obtain all of the rights otherwise granted to the Company's stockholders. The name of each undersigned shall be registered on the Purchaser, (ii) transfer books of the Indenture, Company as the form record owner of the Securities purchased. If the Company has not received and substance accepted subscriptions for a number of which are Shares equal to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel Minimum Offering on or prior to the Company dated Termination Date, no Securities will be sold pursuant to this Subscription Agreement and the date of the First Closing and substantially in the form attached hereto as Exhibit B, together against payment Purchase Price paid by the Purchaser undersigned will be returned to the Company or to its order of undersigned without interest promptly after the First Closing Purchase Price by wire transfer of immediately available funds at First Closing to such account as designated by the Company in writing. At the Second Closing, the Company shall deliver to the Purchaser (i) the Second Closing Note dated the date of the Second Closing and registered in the name of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2Termination Date.

Closings. At each Closing, (ai) The consummation the Purchaser shall deliver to the Company, via wire transfer to an account designated by the Company, immediately available funds equal to the Purchase Price, which, for such respective Closing, shall be equal to the number of Preferred Shares to be purchased and sold multiplied by ninety-five percent (95%) of the transactions described in Section 2.1(aStaied Value per share; (ii) (the “First Closing”) shall occur on the fifth (5th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing, and (b) the consummation of the transactions described in Section 2.1(b) (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall occur on the tenth (10th) Business Day following the date hereof, or such other time as the parties hereto shall mutually agree in writing. At the First Closing, the Company shall deliver to the Purchaser its Preferred Stock Certificate representing the Preferred Shares purchased and sold at such Closing; and (iiii) the Company and the Purchaser shall deliver all other items set forth in Section 2.3. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4for each Closing, each Closing shall occur electronically or at such other location as the parties shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation. Within ninety (90) days from the execution and delivery of this Agreement by the parties hereto, the Company and the Purchaser shall conduct a Closing at which the Purchaser shall purchase and the Company shall sell $100,000 of Preferred Shares (the “First Closing Note dated Closing”). Subsequent to the First Closing, the Company and the Purchaser shall conduct additional Closings on each monthly anniversary following the date of the First Closing until the Purchaser has purchased and registered in the name Company has sold an aggregate of $150,000 of Preferred Shares hereunder. At the sole discretion of the Purchaser, (ii) the Indenture, Purchaser shall have the form and substance of which are option to the reasonable satisfaction of the Purchaser, and (iii) an opinion of Mauritius counsel to the Company dated accelerate the date of any and all additional Closings by providing the First Company notice of such intent to conduct a Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser at least three (3) Trading Days prior to the Company or date of such accelerated Closing. Notwithstanding anything to its order of the First Closing Purchase Price by wire transfer of immediately available funds at First Closing contrary stated herein, Purchaser acknowledges that pursuant to such account as designated by the Company in writing. At the Second ClosingExchange Act, the Company is required to file forms Pre14C and Def!4C with the Commission at least forty (40) days prior to filing forms designating the Preferred Shares with the state of Florida and that the failure to file the Certificate of Designations for the Preferred Shares shall deliver to not, under any circumstance, constitute a breach of any provision of this Agreement until the Purchaser date at least ninety (i90) the Second Closing Note dated days from the date of this Agreement and that Purchaser may nonetheless tender the Second Closing and registered in the name Company a portion of the Purchaser and (ii) an opinion of Mauritius counsel to the Company dated the date of the Second Closing and substantially in the form attached hereto as Exhibit B, together against payment by the Purchaser to the Company or to its order of the Second Closing Purchase Price by wire transfer of immediately available funds at Second Closing prior to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2filing.