Common use of Company Deliveries Clause in Contracts

Company Deliveries. At the Closing, subject to the terms ------------------ and conditions of this Agreement, the Company will deliver, or cause to be delivered, to the Purchaser: (a) The Purchased Securities, free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by Purchaser; (b) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit D, which shall have been duly executed by --------- the Company; (c) The Pledge and Security Agreement in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company; (d) The original certificate representing a 25% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank; (e) Copies of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The consent required pursuant to Section 3.03 of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement; (g) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles of the Company, certified by the Secretary of State of the State of Nevada, dated as of a recent date; (i) A certificate of the Secretary of State of the State of Nevada, dated as of a recent date, that the Company is in good standing; (j) A cross-receipt, dated the Closing Date, executed by the Company and delivered to the Purchaser certifying that it has received the Purchase Price with respect to the Purchased Securities issued and sold to the Purchaser; (k) An officer's certificate of the Company substantially in the form attached to this Agreement as Exhibit E; and ---------- (l) An opinion addressed to the Purchaser from James Hughes dated the Closing Date, substantially similar xx xxxxxxxxe to the form of opinion attached to this Agreement as Exhibit F. ----------

Company Deliveries. At the Closing, subject On or prior to the terms ------------------ and conditions of this AgreementClosing Date, the Company will deliver, shall deliver or cause to be delivered, delivered to each Purchaser the Purchaserfollowing: (ai) The Purchased Securities, free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by Purchaser; (b) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit D, which shall have been duly executed by --------- the Company; (cii) The Pledge and Security Agreement a legal opinion of Company Counsel, substantially in substantially the form of Exhibit G attached to this Agreement hereto; (iii) a copy of the Certificate of Designation as Exhibit C, which shall have been duly executed filed with the Utah Division of Corporations and Commercial Code and evidence of acceptance of the Certificate of Designation by --------- the Utah Division of Corporations and Commercial Code that is reasonably satisfactory the Purchasers; (iv) a Good Standing Certificate of the Company; (dv) The original certificate representing for each Purchaser who is not a 25% interest in Exploration Holding Co.Deferral Purchaser, L.L.C. along with a unit power executed in blank; (e) Copies copy of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The consent required pursuant to Section 3.03 of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement; (g) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles of the Company, certified by the Secretary of State of the State of Nevada, dated as of a recent date; (i) A certificate of the Secretary of State of the State of Nevada, dated as of a recent date, that the Company is in good standing; (j) A cross-receipt, dated the Closing Date, executed by the Company and delivered irrevocable instructions to the Purchaser certifying that it has received Transfer Agent instructing the Purchase Price with respect Transfer Agent to deliver, on an expedited basis, (x) a certificate evidencing a number of Common Shares equal to the Purchased Securities issued number of Units subscribed for by such Purchaser, registered in the name of such Purchaser; and sold (y) a certificate evidencing a number of shares of Preferred Stock equal to the number of Units subscribed for by such Purchaser, registered in the name of such Purchaser; (kvi) An officer's certificate for each Purchaser who is a Deferral Purchaser, a copy of the Company substantially irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of shares of Preferred Stock equal to the number of Units subscribed for by such Purchaser, registered in the form attached to this Agreement as Exhibit E; and ----------name of such Purchaser; (lvii) An opinion addressed a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 150% of such Purchaser's Units, with an exercise price equal to $2.75 per share of Common Stock, subject to adjustment therein; (viii) the Purchaser from James Hughes dated Voting Agreements; (ix) the Closing DateRegistration Rights Agreement duly executed by the Company; and (x) the Escrow Agreement, substantially similar xx xxxxxxxxe to duly executed by the form of opinion attached to this Agreement as Exhibit F. ----------parties thereto.

Company Deliveries. At the each Closing, subject to the terms ------------------ and conditions of this Agreement, the Company will deliver, or cause to be delivered, to each applicable Purchaser or, in the Purchasercase of clause (g), the Notes Agent: (a) The Purchased Securitiesthe applicable Notes to be delivered at such Closing, in the original principal amount as set forth under the heading “Principal Amount of Cash Notes”, “Principal Amount of Exchange Notes”, “Principal Amount of License Linked Note”, “Principal Amount of Additional Cash Notes” or “Principal Amount of Additional Exchange Notes”, as applicable, on Schedule 2.1 to this Agreement, by delivering certificates (bearing the legend set forth in Section 9.2(b)) evidencing such Notes at the Closing, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by Purchaserparty; (b) The the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit DA, which shall have been duly executed by --------- the Company; (c) The Pledge and Security Agreement a certificate of the Secretary of the Company dated as of such Closing Date substantially in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company; (d) The original a certificate representing a 25% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank; (e) Copies of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The consent required pursuant to Section 3.03 of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement; (g) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles of the Company, certified by the Secretary of State of the State of Nevada, dated as of a recent date; (i) A certificate date of the Secretary of State of the State of NevadaDelaware with respect to the due organization and good standing in the State of Delaware of the Company; (e) a cross receipt, dated as of a recent date, that the Company is in good standing; (j) A cross-receipt, dated the such Closing Date, executed by the Company and delivered to the Purchaser Purchasers, certifying that it the Company has received the applicable Notes Purchase Price with respect to the Purchased Securities applicable Notes issued and sold to the Purchaser; (k) An officer's certificate of the Company Purchasers at such Closing, substantially in the form attached to this Agreement as Exhibit E; and ----------D-1; (lf) An opinion addressed evidence of requisite consent from the lenders under the ABL Credit Agreement and Term Loan Credit Agreement allowing for the issuance of the Notes, entry into the Security Agreement, and the consummation of the transactions contemplated hereby; and (g) the Company shall have delivered to the Purchaser from James Hughes dated Notes Agent the Closing Date, substantially similar xx xxxxxxxxe to the form of opinion attached to this Agreement as Exhibit F. ----------Notes Agent Fee Letter.

Company Deliveries. At the Closing, subject to the terms ------------------ and conditions of this Agreement, the Company will deliver, or cause to be delivered, to the each Purchaser: (a) The Purchased Securitiesthe Notes, in the original principal amount as set forth under the heading “Principal Amount of Notes” on Schedule 2.1 to this Agreement, by delivering certificates (bearing the legend set forth in Section 9.2(b)) evidencing such Notes at the Closing, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by Purchaserparty; (b) The the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit DA, which shall have been duly executed by --------- the Company; (c) The Pledge and Security Agreement a certificate of the Secretary of the Company dated as of the Closing Date substantially in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company; (d) The original a certificate representing a 25% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank; (e) Copies of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The consent required pursuant to Section 3.03 of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement; (g) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles of the Company, certified by the Secretary of State of the State of Nevada, dated as of a recent date; (i) A certificate date of the Secretary of State of the State of Nevada, dated as Delaware with respect to the due organization and good standing in the State of a recent date, that Delaware of the Company is in good standingCompany; (je) A cross-a cross receipt, dated the Closing Date, executed by the Company and delivered to the Purchaser Purchasers, certifying that it the Company has received the Notes Purchase Price with respect to the Purchased Securities Notes issued and sold to the Purchaser; (k) An officer's certificate of the Company Purchasers, substantially in the form attached to this Agreement as Exhibit ED-1; and ----------and (lf) An an opinion addressed to from Xxxxxx Xxxxxx LLP, the Purchaser from James Hughes Company’s counsel, dated as of the Closing Date, substantially similar xx xxxxxxxxe in form and substance reasonably acceptable to the form Purchasers and addressing, among other things, the valid existence and good standing of opinion attached to the Company, the due authorization of this Agreement as Exhibit F. ----------and the other Transaction Documents, the enforceability of this Agreement, the Notes and the Registration Rights Agreement, the exempt status of the sale of the Notes and the Common Stock issuable upon conversion of the Notes hereunder from the registration requirements of the Securities Act, and that the issuance of the Common Stock issuable upon conversion of the Notes has been duly authorized and when issued will be fully paid and non-assessable.

Company Deliveries. At the Closing, subject to the terms ------------------ and conditions of this Agreementunless otherwise designated, the Company will deliver, shall deliver or cause to be delivered, delivered to each Purchaser the Purchaserfollowing: (ai) The Purchased Securitiescopies of good standing certificates of the Company and each of its Subsidiaries issued by the Secretary of State (or comparable office) of such entity’s jurisdiction of formation, free and clear as of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by Purchasera date within ten (10) days preceding the Closing Date; (bii) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit D, which shall have been duly executed by --------- the Company; (c) The Pledge and Security Agreement in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company; (d) The original certificate representing a 25% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank; (e) Copies copy of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The consent required pursuant to Section 3.03 Certificate of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement; (g) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles Incorporation of the Company, as amended to date, as certified by the Secretary of State of the State of NevadaDelaware within sixty (60) days preceding the Closing Date, dated which shall reflect the Certificates of Designations as of a recent datepart thereof or attachment thereto; (iiii) certificates for the Preferred Shares such Purchaser is purchasing hereunder (in each case, in such denominations as the Purchaser shall reasonably request) in the name of the Purchaser as set forth in column (1) of the Schedule of Purchasers; (iv) warrants issued to Placement Agent for the purchase of eight percent (8%) of the Common Stock into which the Preferred Shares issued pursuant to this Agreement may be converted on the Closing Date, which warrants shall have an exercise price of $0.088 per share; (v) a cash payment to Placement Agent in the amount of eight percent (8%) of the gross proceeds from the sale of the Preferred Shares pursuant to this Agreement; (vi) authorization from sufficient holders of the Series A Preferred Stock and the Series B Preferred Stock to approve this Agreement and the transactions contemplated hereby, including, but not limited to, (A) a waiver executed by at least a majority of the holders of the Series A Preferred Stock that waives certain preemptive or similar rights to which the holders of the Series A Preferred Stock are entitled under Series A Certificate of Designations; and (B) a waiver executed by at least a majority of the holders of the Series B Preferred Stock that waives certain preemptive or similar rights to which the holders of the Series B Preferred Stock are entitled under Series B Certificate of Designations; (vii) resolutions adopted by the Company’s Board of Directors approving this Agreement, the other Transaction Documents, the issuance of the Preferred Shares, and the transactions contemplated by this Agreement; (viii) a certificate of the Secretary of State or other duly authorized officer of the State of Nevada, Company dated as of the Closing Date (A) certifying the resolutions adopted by the Board of Directors of the Company approving this Agreement, the other Transaction Documents, the issuance of the Preferred Shares, and the transactions contemplated by this Agreement; (B) certifying the current versions of the Certificate of Incorporation, as amended, and Bylaws of the Company; and (c) certifying as to the signatures and authority of persons signing this Agreement and the other Transaction Documents on behalf of the Company; (ix) a recent datecertificate of the Company’s President and Chief Executive Officer dated as of the Closing Date certifying the Company’s fulfillment of the conditions to closing specified in Sections 4.1(a) through (f); (x) the signed Transfer Agent Instructions in the form attached hereto as Exhibit C; (xi) the signed Waiver Agreement; (xii) reimbursement to Purchasers or their counsel, that at Purchasers’ option, of the out of pocket expenses of Purchasers (including legal fees) incurred in connection with the transactions contemplated by this Agreement pursuant to Section 8.2; (xiii) each of the other Transaction Documents, if any, to which the Company is in good standinga party, duly executed by the Company; (jxiv) A cross-receipta legal opinion of Company Counsel, dated in the Closing Dateform of Exhibit D, executed by the Company such counsel and delivered to the Purchaser certifying that it has received the Purchase Price with respect to the Purchased Securities issued and sold to the PurchaserPurchasers; (kxv) An officer's certificate an Amended and Restated Certificate of the Company Designations, Preferences and Rights of Series A 6% Convertible Preferred Stock of PSM Holdings, Inc., substantially in the form attached to this Agreement as Exhibit E; and ----------, which shall, among other things, modify the class voting rights of the holders of Series A Preferred Stock; (lxvi) An opinion addressed an Amended and Restated Certificate of Designations, Preferences and Rights of Series B 6% Convertible Preferred Stock of PSM Holdings, Inc., substantially in the form attached as Exhibit F, which shall, among other things, modify the class voting rights of the holders of Series A Preferred Stock; and (xvii) an amendment to the Purchaser from James Hughes Stock Purchase Agreement dated February 4, 2013, between the Closing Date, Company and the holders of the Series A Preferred Stock and Series B Preferred Stock implementing Section 5.10 of this Agreement substantially similar xx xxxxxxxxe to in the form of opinion attached to this Agreement as Exhibit F. ----------G.

Company Deliveries. At the Closing, subject to the terms ------------------ and conditions of this Agreement, the Company will deliver, or cause to be delivered, to the PurchaserPurchasers: (a) The the Purchased Securities, free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by PurchaserPurchasers; (b) The the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit D, which shall have been duly executed by --------- the Company; (c) The the Pledge and Security Agreement in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company; (d) The the original certificate representing a 255.00% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank; (e) Copies copies of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The the consent required pursuant to Section 3.03 of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement; (g) Waiver waiver of Fortuna Energy LP's ’s right to participate in this offering; (h) Copies waiver of the Articles of the Company, certified by the Secretary of State of the State of Nevada, dated as of a recent dateRCH Petro Investor LP’s rights to participate in this offering and RCH Petro Investor LP’s consent to this transaction; (i) A certificate of the Secretary of State of the State of Nevada, dated as of a recent date, that the Company is in good standing; (j) A cross-receipt, dated the Closing Date, executed by the Company and delivered to the Purchaser Purchasers certifying that it has received the Purchase Price with respect to the Purchased Securities issued and sold to the PurchaserPurchasers; (kj) An an officer's ’s certificate of the Company substantially in the form attached to this Agreement as Exhibit E; and ----------and (lk) An a legal opinion addressed to the Purchaser from James Hughes dated the Closing Date, substantially similar xx xxxxxxxxe to in the form of opinion attached to this Agreement as Exhibit F. ----------“F”.

Company Deliveries. (a) At the Initial Closing, subject to the terms ------------------ and conditions of this Agreement, the Company will deliver, or cause to be delivered, to the PurchaserPERM: (ai) The the Purchased SecuritiesShares purchased at the Closing by delivering a certificate (bearing the legend set forth in Section 4.9) evidencing such Purchased Shares at the Closing, all free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by Purchaserparty; (bii) The Registration Rights Agreement opinions addressed to PERM from outside legal counsel to the Company, dated the Closing Date, substantially similar in substantially substance to the form of opinions attached to this Agreement as Exhibit D, which shall have been duly executed by --------- the CompanyA; (ciii) The Pledge and Security the Voting Agreement in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company; (div) The original certificate representing a 25% interest the Stockholder Agreement in Exploration Holding Co.substantially the form attached to this Agreement as Exhibit F, L.L.C. along with a unit power which shall have been duly executed in blankby the parties thereto; (ev) Copies of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The consent required pursuant to Section 3.03 of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement; (g) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles of the Company, certified by the Secretary of State of the State of Nevada, dated as of a recent date; (i) A certificate of the Secretary of State the Company dated as of the State of NevadaClosing Date, as to certain matters; (vi) certificates, dated as of a recent date, that of good standing of the Company under the laws of the State of Delaware and each foreign jurisdiction in which the Company is qualified or licensed to do business as a foreign corporation; and (vii) such other certificates and documents relating to the matters contemplated by this Agreement and the other Basic Documents as PERM shall reasonably require. (b) At each subsequent Closing to the Initial Closing, subject to the terms and conditions of this Agreement, the Company will deliver, or cause to be delivered, to PERM: (i) the Purchased Shares purchased at each such Closing by delivering a certificate (bearing the legend set forth in good standingSection 4.9) evidencing such Purchased Shares at such Closing, all free and clear of any Liens, encumbrances or interests of any other party; (jii) A cross-receiptopinions addressed to PERM from outside legal counsel to the Company, dated the as of each such Closing Date, executed by the Company and delivered substantially similar in substance to the Purchaser certifying that it has received the Purchase Price with respect to the Purchased Securities issued and sold to the Purchaser; (k) An officer's certificate form of the Company substantially in the form opinions attached to this Agreement as Exhibit E; and ----------A; (liii) An opinion addressed to a certificate of the Purchaser from James Hughes Secretary of the Company dated the as each such Closing Date, substantially similar xx xxxxxxxxe as to certain matters; and (iv) certificates, dated as of a recent date, of good standing of the form Company under the laws of opinion attached the State of Delaware and each foreign jurisdiction in which the Company is qualified or licensed to this Agreement do business as Exhibit F. ----------a foreign corporation.

Company Deliveries. At the Closing, subject to the terms ------------------ and conditions of this Agreement, the Company will deliver, or cause to be delivered, to the Purchaser: (a) The Purchased SecuritiesCompany shall deliver to Nobel: (i) a xxxx of sale, in form and substance satisfactory to the parties, transferring to Nobel title to all of the Acquired Assets of the Company; (ii) a counterpart of the Assignment and Assumption Agreement; (iii) title documents, transferring title to all the vehicles owned by the Company to Nobel, free and clear of any Liensand all liens, charges, claims, security interests, mortgages, deeds of trust, pledges, restrictions and encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by Purchasernature whatsoever (collectively, "LIENS"); (biv) The Registration Rights Agreement such other instruments of transfer as shall be reasonably necessary or appropriate to vest in substantially Nobel good title to the form attached to Business and the Acquired Assets; (v) a receipt executed by the Company, acknowledging receipt by the Company of the Nobel Shares; (vi) copies of the resolutions of the board of directors and shareholders of the Company authorizing the execution, delivery and performance by the Company of this Agreement and the other agreements and instruments referred to herein, certified as Exhibit Dof the Closing Date by the secretary or an assistant secretary of the Company; and (vii) an incumbency certificate relating to the officers of the Company executing this Agreement and other documents or instruments delivered pursuant hereto. (viii) a copy of the Company's articles of incorporation and all amendments thereof to date, which shall have been duly executed certified as of a recent date by --------- the Clerk of the State Corporation Commission of Virginia, and a copy of the Company's bylaws and all amendments thereof to date, certified as of the Closing Date by the secretary or an assistant secretary of the Company; (cix) The Pledge and Security Agreement in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company; (d) The original certificate representing certificates of good standing of a 25% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank; (e) Copies of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The consent required pursuant to Section 3.03 of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement; (g) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles of recent date for the Company, certified by the Secretary of State Clerk of the State Corporation Commission of NevadaVirginia; and (x) to the extent obtainable by the Company, dated as of a recent datean estoppel certificate from the landlord with respect to the Lease, in form and substance satisfactory to Nobel; (ixi) A certificate the opinion of the Secretary of State of the State of NevadaCantor Arkema & Xxxxxxx, dated as of a recent date, that counsel to the Company is in good standing; (j) A cross-receiptand Shareholders, dated the Closing Date, executed by the Company in form and delivered substance satisfactory to the Purchaser certifying that it has received the Purchase Price with respect to the Purchased Securities issued and sold to the PurchaserNobel; (k) An officer's certificate of the Company substantially in the form attached to this Agreement as Exhibit E; and ---------- (l) An opinion addressed to the Purchaser from James Hughes dated the Closing Date, substantially similar xx xxxxxxxxe to the form of opinion attached to this Agreement as Exhibit F. ----------

Company Deliveries. At or prior to the Closing, subject the Company shall deliver to Parent: (i) a certificate, dated as of the Closing Date and duly executed on behalf of the Company by the Chief Executive Officer of the Company, certifying that the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have been satisfied; (ii) (A) each of the Investor Agreements, (B) the Commercial Agreement (provided, that each of Exhibit B-1 and Exhibit B-2 to the terms ------------------ Commercial Agreement shall be in a form reasonably acceptable to each of Parent and conditions United as mutually agreed by Parent and United pursuant to Section 8.20), (C) the Irrevocable Proxy, (D) the Side Letter, and (E) the Transition Services Agreement (provided, that Schedule B to the Transition Services Agreement shall be in a form reasonably acceptable to each of Parent and United as mutually agreed by Parent and United pursuant to Section 8.15) (clauses (A) through (E), together with the Company IP Matters Wind-Down Agreement(s) and the Confidentiality Agreements, the “Related Agreements”), in each case duly executed by United (or its applicable Affiliate); (iii) the Spreadsheet accompanied by a certificate of the Company executed by its Chief Executive Officer, certifying that the Spreadsheet is true, complete and correct as of the Closing Date; and (iv) a certificate prepared by the United Converting Holder in accordance with Treasury Regulations promulgated under Section 1.1445-11T, dated as of the Closing Date and signed by the United Converting Holder under penalties of perjury, certifying that fifty percent (50%) or more of the value of the gross assets of the Company do not consist of U.S. real property interests, and that ninety percent (90%) or more of the value of the gross assets of the Company do not consist of U.S. real property interests plus cash or cash equivalents; provided that, notwithstanding any other provision of this Agreement, if the Company will deliverfails to provide such form, Parent’s sole right shall be to deduct and withhold such amounts as are required under applicable provisions of the Code or cause to be delivered, to the Purchaser: (a) The Purchased Securities, free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by Purchaser; (b) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit D, which shall have been duly executed by --------- the Company; (c) The Pledge and Security Agreement in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company; (d) The original certificate representing a 25% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank; (e) Copies provision of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The consent required pursuant to Section 3.03 of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement; (g) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles of the Company, certified by the Secretary of State of the State of Nevada, dated as of a recent date; (i) A certificate of the Secretary of State of the State of Nevada, dated as of a recent date, that the Company is in good standing; (j) A cross-receipt, dated the Closing Date, executed by the Company and delivered to the Purchaser certifying that it has received the Purchase Price with respect to the Purchased Securities issued and sold to the Purchaser; (k) An officer's certificate of the Company substantially in the form attached to this Agreement as Exhibit E; and ---------- (l) An opinion addressed to the Purchaser from James Hughes dated the Closing Date, substantially similar xx xxxxxxxxe to the form of opinion attached to this Agreement as Exhibit F. ----------applicable Tax Law.

Company Deliveries. At On the Closing, subject to the terms ------------------ and conditions of this AgreementClosing Date, the Company will deliver, shall deliver or cause to be delivered, delivered to the PurchaserInvestor the following: (ai) The Purchased Securities, free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed this Agreement duly executed by federal and state securities Laws and those imposed by Purchaserthe Company; (bii) The Registration Rights Agreement the Second Amended and Restated Notes registered in the name of the Investor, one in the principal amount of $5,000,000 and one in the principal amount of $10,000,000, in substantially the form attached hereto as Exhibit A and Exhibit B; (iii) a stock certificate (or other indication of share ownership from the Company’s transfer agent) representing 75,000 shares of the Company’s Common Stock issued to the Investor; (iv) a Reaffirmation of the Security Agreement, in substantially the form attached hereto as Exhibit C; (v) a Reaffirmation of the Pledge Agreement (as amended), in substantially the form attached hereto to as Exhibit D; (vi) a Reaffirmation of the Guaranty, in substantially the form attached hereto as Exhibit E; (vii) executed Voting Agreements from Xxxxx X. Xxxxxx and such other executive officers and directors of GeoPharma listed in Exhibit F attached hereto have agreed to vote all Common Stock over which such shareholders have voting control (which shares shall amount to, in the aggregate, not less than 20% of the issued and outstanding shares of the Company’s Common Stock) in favor of Shareholder Approval at the Company’s next annual meeting or at such future meeting of shareholders at which Shareholder Approval is required in order to increase the Company’s issued and outstanding shares of Common Stock (A) to satisfy the rules and regulations of any Trading Market on which the Company’s Common Stock is then traded or (B) to provide sufficient shares to enable Investor to convert its Notes into shares of the Company’s Common Stock in accordance with the terms of this Agreement and the other Transaction Documents; (viii) one or more Account Control Agreement(s), in form and substance reasonably satisfactory to the Investor; (ix) evidence of any approval(s) or consent(s) regarding the terms of the Notes and this Agreement as Exhibit D, which may be required under the rules and regulations of the Nasdaq Stock Market (or any other Trading Market) as shall have been duly executed by --------- be applicable to the Company; (cx) The Pledge evidence of amendments to and Security Agreement in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- restructuring of the Company’s Midsummer preferred stock and warrants in form and substance reasonably satisfactory to the Investor in its sole discretion; (dxi) The original certificate representing a 25% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank; (e) Copies payment of the UCC-1s evidencing that the same has been filed as required fees and expenses incurred by the Pledge and Security Investor (including attorneys’ fees) in connection with the transactions contemplated by this Agreement; (fxii) The consent required pursuant to Section 3.03 of such Officer’s Certificates or Secretary’s Certificates and accompanying resolutions as may be reasonably requested by the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement;Investor; and (gxiii) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles of the Company, certified such other documents or certificates as may be reasonably requested by the Secretary of State of the State of Nevada, dated as of a recent date; (i) A certificate of the Secretary of State of the State of Nevada, dated as of a recent date, that the Company is in good standing; (j) A cross-receipt, dated the Closing Date, executed by the Company and delivered to the Purchaser certifying that it has received the Purchase Price with respect to the Purchased Securities issued and sold to the Purchaser; (k) An officer's certificate of the Company substantially in the form attached to this Agreement as Exhibit E; and ---------- (l) An opinion addressed to the Purchaser from James Hughes dated the Closing Date, substantially similar xx xxxxxxxxe to the form of opinion attached to this Agreement as Exhibit F. ----------Investor.

Company Deliveries. At the Closing, subject to the terms ------------------ and conditions of this Agreement, the Company will deliver, or cause to be delivered, to the Purchaser: (a) The evidence acknowledging that the Purchased SecuritiesShares (in respect of which the Depositary Receipts will be issued to the Purchaser in accordance with this Agreement), have been issued to Computershare DR Nominees Limited (the “CS Depositary Nominee”), as nominee for Computershare Trustees (Jersey) Limited (“CS Depositary”) and for which CS Depositary Nominee is the registered holder as recorded on the books and records of the Company maintained by Computershare Trust Company, N.A. (the “Transfer Agent”); (b) definitive depositary receipts (the “Depositary Receipts”) issued by CS Depositary to the Purchaser and recorded on the books and records maintained by CS Depositary, bearing the legend or restrictive notation set forth in Section 4.11, all free and clear of any Liens, encumbrances or interests of any other party party, other than restrictions on transfer imposed by applicable federal and state securities Laws and those imposed by Purchaserlaws; (bc) The the Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit DA, which shall have been duly executed by --------- the Company; (cd) The Pledge and Security opinions addressed to the Purchaser from Linklaters LLP as outside legal counsel to the Company dated the Closing Date, substantially similar in substance to the forms of opinion attached to this Agreement as Exhibit B; (e) the Officer’s Certificate substantially in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company; (d) The original certificate representing a 25% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank; (e) Copies of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement; (f) The consent required pursuant to Section 3.03 a certificate of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge Secretary or Assistant Secretary of the interests under Company, on behalf of the Pledge Company, certifying as to (i) the articles of association of the Company, (ii) resolutions of the Board of directors authorizing the execution and Security Agreement;delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares and (iii) its incumbent officers authorized to execute the Operative Documents, setting forth the name and title and bearing the signatures of such officers; and (g) Waiver of Fortuna Energy LP's right to participate in this offering; (h) Copies of the Articles of the Company, certified by the Secretary of State of the State of Nevada, dated as of a recent date; (i) A certificate of the Secretary of State of the State of Nevada, dated as of a recent date, that the Company is in good standing; (j) A cross-receipt, dated the Closing Date, executed by the Company and delivered to the Purchaser certifying to the effect that it the Company has received the Purchase Price Commitment Amount with respect to the Purchased Securities Shares issued and sold to the Purchaser; (k) An officer's certificate of the Company substantially in the form attached to this Agreement as Exhibit E; and ---------- (l) An opinion addressed to the Purchaser from James Hughes dated the Closing Date, substantially similar xx xxxxxxxxe to the form of opinion attached to this Agreement as Exhibit F. ----------.