Common use of Corporate Securities Law Clause in Contracts

Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. The parties have executed this Series B Preferred Stock Purchase Agreement as of the date first written above. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx (print) Title: President Address: ARROWHEAD RESEARCH CORPORATION By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx Xxxxxxx (print) Title: President Address: CALIFORNIA INSTITUTE OF TECHNOLOGY By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx (print) Title: Vice President, Business Finance Address: Office of Technology Transfer 0000 X. Xxxxxxxxxx Xxxx. Mail Code 210-85 Xxxxxxxx, XX 00000 THIS AGREEMENT TO PROVIDE ADDITIONAL CAPITAL (this “Agreement”) is made and entered into as of June 4, 2004, by and between Arrowhead Research Corporation, a Delaware corporation (“Arrowhead”), and Insert Therapeutics, Inc., a California corporation (the “Company”). A. Concurrent with the execution and delivery hereof, Arrowhead has entered into a Stock Purchase Agreement dated June 4, 2004 (the “Purchase Agreement”), pursuant to which, among other things, Arrowhead has agreed to purchase 24,496,553 shares of Series B Preferred Stock of the Company (the “Series B Preferred Stock”). B. The Purchase Agreement has been entered into in contemplation of and in consideration of this Agreement, whereby Arrowhead agrees to contribute up to $4,000,000 of additional capital to the Company on the terms and conditions set forth herein, provided the Company meets certain milestones relating to the development of the Company’s business, and also agrees that a portion of the Series B Preferred Stock purchased by Arrowhead pursuant to the Purchase Agreement will be forfeited by Arrowhead to the Company in the event that Arrowhead fails to provide the agreed upon additional capital despite the attainment by the Company of the specified milestones, C. This Agreement is being executed and delivered by the parties hereto as contemplated by the Purchase Agreement.

Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. The parties have executed this Series B Preferred Stock Convertible Note Purchase Agreement as of the date first written above. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx (print) Title: President UCA Services, Inc., d/b/a Netfabric Technologies, Inc. By:/s/ Fxxxx Xxxx, CEO Address: ARROWHEAD RESEARCH CORPORATION By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx Xxxxxxx (print) Title: President Address: CALIFORNIA INSTITUTE OF TECHNOLOGY By: /s/ 200 Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx (print) Title: Vice President, Business Finance Address: Office of Technology Transfer 0000 X. Xxxxxxxxxx Xxxx. Mail Code 210-85 XxxxxxxxXxxx Xxxx Xxxxxxxxxx, XX 00000 THIS AGREEMENT TO PROVIDE ADDITIONAL CAPITAL (this “Agreement”) is made and entered into as Facsimile Number: 900-000-0000 Netfabric Holdings, Inc. By:/s/ Fxxxx Xxxx, CEO Address: 200 Xxxxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Facsimile Number: 900-000-0000 Fortify Infrastructure Services, Inc. By:/s/ Name: Rxxxxxxx Xxxxxxxxxx Address: 2000 Xxxxx Xxxxxx, Suite A Santa Clara, CA 95051 Facsimile Number: 400-000-0000 Schedule l - Schedule of June 4, 2004, by and between Arrowhead Research Corporation, a Delaware corporation (“Arrowhead”), and Insert Therapeutics, Inc., a California corporation (the “Company”). A. Concurrent with the execution and delivery hereof, Arrowhead has entered into a Stock Purchase Liabilities/Creditors to be Paid at Closing Schedule 2- Amended Certificate Exhibit A - Form of Promissory Note Exhibit B - Credit Agreement dated June 4, 2004 (the “Purchase Agreement”), pursuant to which, among other things, Arrowhead has agreed to purchase 24,496,553 shares Exhibit C - Security Agreement Exhibit D - Pledge Agreement Exhibit E - Option Agreement Exhibit F - Form of Series B Preferred Stock of the Company (the “Series B Preferred Stock”). B. The Purchase Agreement has been entered into in contemplation of and in consideration of this Agreement, whereby Arrowhead agrees to contribute up to $4,000,000 of additional capital to the Company on the terms and conditions set forth herein, provided the Company meets certain milestones relating to the development of the Company’s business, and also agrees that a portion of the Series B Preferred Stock purchased by Arrowhead pursuant to the Purchase Agreement will be forfeited by Arrowhead to the Company in the event that Arrowhead fails to provide the agreed upon additional capital despite the attainment by the Company of the specified milestones, C. This Agreement is being executed and delivered by the parties hereto as contemplated by the Purchase Agreement.Proxy Exhibit G - W-9

Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. (Signature Page Follows) The parties hereto have duly executed this Series B Preferred Stock Asset Purchase Agreement as of the date first written set forth above. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx (print) Title: President Address: ARROWHEAD RESEARCH CORPORATION By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx Xxxxxxx (print) Title: President Address: CALIFORNIA INSTITUTE OF TECHNOLOGY By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx (print) Title: Vice PresidentBUSINESS RESOURCE GROUP, Business Finance Address: Office of Technology Transfer 0000 X. Xxxxxxxxxx Xxxx. Mail Code 210-85 Xxxxxxxx, XX 00000 THIS AGREEMENT TO PROVIDE ADDITIONAL CAPITAL (this “Agreement”) is made and entered into as of June 4, 2004, by and between Arrowhead Research Corporation, a Delaware corporation (“Arrowhead”), and Insert Therapeutics, Inc.RN ACQUISITION CORP., a California corporation (the “Company”)a California corporation By: /s/ JOHN X. XXXX By: /s/ JOHN X. XXXX ------------------------------- ------------------------------- Name: John X. Xxxx Name: John X. Xxxx Xxtle: President and CEO Title: President and CEO SHAREHOLDER, RE'NU OFFICE SYSTEMS, INC. an individual a California corporation /s/ FRED XXXX By: /s/ FRED XXXX ----------------------------------- ------------------------------- Fred Xxxx Name: Fred Xxxx Title: CEO RE'NU SOUTH, INC. A. Concurrent with the execution and delivery hereof, Arrowhead has entered into RE'NU OFFICE SYSTEMS, INC., a Stock Purchase Agreement dated June 4, 2004 (the “Purchase Agreement”), pursuant to which, among other things, Arrowhead has agreed to purchase 24,496,553 shares of Series B Preferred Stock of the Company (the “Series B Preferred Stock”). B. The Purchase Agreement has been entered into in contemplation of and in consideration of this Agreement, whereby Arrowhead agrees to contribute up to $4,000,000 of additional capital to the Company on the terms and conditions set forth herein, provided the Company meets certain milestones relating to the development of the Company’s business, and also agrees that California corporation a portion of the Series B Preferred Stock purchased by Arrowhead pursuant to the Purchase Agreement will be forfeited by Arrowhead to the Company in the event that Arrowhead fails to provide the agreed upon additional capital despite the attainment by the Company of the specified milestones, C. This Agreement is being executed and delivered by the parties hereto as contemplated by the Purchase Agreement.Nevada corporation By: /s/ FRED XXXX By: /s/ FRED XXXX ------------------------------- ------------------------------- Name: Fred Xxxx Name: Fred Xxxx Xxtle: CEO Title: CEO

Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DELAWARE AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA DELAWARE CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT. The parties have executed this Series B Preferred Common Stock and Warrant Purchase Agreement as of the date first written above. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxx Xxxx X. Xxxxxxxxx (print) Title: President Xxx Chief Executive Officer Address: ARROWHEAD RESEARCH CORPORATION By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx Xxxxxxx (print) Title: President Address: CALIFORNIA INSTITUTE OF TECHNOLOGY By: 000 Xxx Xxxxxx Xxxx Albany, NY 12205 /s/ Xxxxxx X. Xxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxx (print) Title: Vice President, Business Finance Xxxx General Partner Address: Office of Technology Transfer c/o Vantage Management, Inc. 0000 X. Xxxxxxxxxx Xxxx. Mail Code 210Xxxx Xxxxxxxxxxx Road Schenectady, NY 12309 E-85 Xxxxxxxxmail: xxxxxxxx@xxxxx.xx.xxx January 11, XX 00000 THIS AGREEMENT TO PROVIDE ADDITIONAL CAPITAL (this “Agreement”) is made and entered into as of June 42010 2,357,143 $165,000.00 To: Counter Point Ventures Fund II, 2004LP Dated: ____________, by and between Arrowhead Research Corporation, a Delaware corporation (“Arrowhead”), and Insert Therapeutics, Inc., a California corporation 20__ MTI MicroFuel Cells Inc. (the “Company”). A. Concurrent with , pursuant to the execution provisions set forth in the Common Stock and delivery hereofWarrant Purchase Agreement, Arrowhead has entered into a Stock Purchase Agreement dated June 4December __, 2004 2009 (the “Purchase Agreement”), pursuant entered into by and between the Company and you, hereby notifies you of its desire to which, among other things, Arrowhead has agreed issue and sell to purchase 24,496,553 you ______________ shares of Series B Preferred Common Stock of the Company (the “Series B Preferred Common Stock”) at a purchase price of $0.070 per share, for an aggregate purchase price of $____________ (the “Aggregate Purchase Price”). B. The , the closing of which issuance and sale shall occur on __________________, 2010 (the “Closing Date”) in accordance with the terms and conditions of the Agreement. By countersigning this Closing Notice, you accept the Company’s offer to sell, and agree to purchase therefrom, the shares of Common Stock for the Aggregate Purchase Agreement has been entered into in contemplation of Price on the Closing Date set forth above and in consideration of this Agreement, whereby Arrowhead agrees to contribute up to $4,000,000 of additional capital to the Company on the terms and conditions set forth herein, provided in the Company meets certain milestones relating to the development of the Company’s businessAgreement, and also agrees that a portion of the Series B Preferred Stock purchased by Arrowhead pursuant shall cause to the Purchase Agreement will be forfeited by Arrowhead delivered to the Company the Aggregate Purchase Price on or before the Closing Date in accordance with the terms and conditions of the Agreement. Xxxx X. Xxx Chief Executive Officer Except as may be indicated by the undersigned below, the undersigned is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned has initialed the line below indicating the basis on which he is representing his status as an “accredited investor”: _______ a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”; ____ a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; ____ an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; ____ a natural person whose individual net worth, or joint net worth with the undersigned’s spouse, at the time of this purchase exceeds $1,000,000; ____ a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with the undersigned’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the event current year; ____ a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that Arrowhead fails to provide he is capable of evaluating the agreed upon additional capital despite the attainment by the Company merits and risks of the specified milestones, C. This Agreement prospective investment; ____ an entity in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards; or ____ an individual who is being executed and delivered by the parties hereto as contemplated by the Purchase Agreement.a director or executive officer of MTI MicroFuel Cells Inc.