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 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 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 Convertible Note and Warrant Purchase Agreement as of the date first written above. COMPANY: MTI MICROFUEL CELLS INC. Xxxx X. Xxx Chief Executive Officer Address: SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND The parties have executed this Convertible Note Purchase and Warrant Agreement as of the date first written above. PURCHASER: Print Name of Purchaser Signature Print Name and Title of Signatory (if entity) Address: E-mail: SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND EXHIBIT A SCHEDULE OF PURCHASERS First Closing: _______________ Name and Address of Purchaser Original Principal Amount of Note EXHIBIT B FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. MTI MICROFUEL CELLS INC. SECURED CONVERTIBLE PROMISSORY NOTE «Principal» «Date» Albany, New York For value received, MTI MicroFuel Cells Inc., a Delaware corporation (the “Company”), promises to pay to «Holder» (the “Holder”), the principal sum of «Principal». Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to 10.0% per annum, compounded annually. This Note is one of a series of Secured Convertible Promissory Notes containing substantially identical terms and conditions issued pursuant to that certain Convertible Note and Warrant Purchase Agreement dated _________ __, 2008 (the “Purchase Agreement”). Such Notes are referred to herein as the “Notes,” and the holders thereof are referred to herein as the “Holders.” This Note is subject to the following terms and conditions.

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 DELAWARE 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 DELAWARE 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 Convertible Note and Warrant Membership Interest Purchase Agreement as of the date first written above. COMPANY: MTI MICROFUEL CELLS TNP SRT SECURED HOLDINGS, LLC, A Delaware limited liability company By: TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P., AS SOLE MEMBER OF TNP SRT SECURED HOLDINGS, LLC By: TNP STRATEGIC RETAIL TRUST, INC. Xxxx ., AS GENERAL PARTNER OF TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P. By: /s/ Jxxxxxx X. Xxx Chief Executive Officer Address: SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND The parties have executed this Convertible Note Purchase and Warrant Agreement as of the date first written above. Xxxxxx Jxxxxxx X. Xxxxxx PURCHASER: Print Name of Purchaser Signature Print Name SRT SECURED HOLDINGS MANAGER, LLC, A Delaware limited liability company By: /s/ Axxxxx Xxxxxxxxxx Name: Axxxxx Xxxxxxxxxx Title: CEO Exhibit A - Amended and Title of Signatory (if entity) Address: E-mail: SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND Restated Operating Agreements Exhibit B - Disclosure Schedules EXHIBIT A SCHEDULE OF PURCHASERS First Closing: _______________ Name and Address of Purchaser Original Principal Amount of Note AMENDED AND RESTATED OPERATING AGREEMENTS [See attached] EXHIBIT B FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. MTI MICROFUEL CELLS INC. SECURED CONVERTIBLE PROMISSORY NOTE «Principal» «Date» Albany, New York For value received, MTI MicroFuel Cells Inc., a Delaware corporation (the “Company”), promises to pay to «Holder» (the “Holder”), the principal sum of «Principal». Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to 10.0% per annum, compounded annually. This Note is one of a series of Secured Convertible Promissory Notes containing substantially identical terms and conditions issued pursuant to that certain Convertible Note and Warrant Purchase Agreement dated _________ __, 2008 (the “Purchase Agreement”). Such Notes are referred to herein as the “Notes,” and the holders thereof are referred to herein as the “Holders.” This Note is subject to the following terms and conditions.DISCLOSURE SCHEDULES [See attached]

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 DELAWARE 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 DELAWARE 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 Convertible Note and Warrant Common Stock Purchase Agreement as of the date first written above. COMPANY: MTI MICROFUEL CELLS CATALYST SEMICONDUCTOR, INC. Xxxx X. Xxx By: /s/ Radu Xxxxx --------------------------------------- Radu Xxxxx President and Chief Executive Officer AddressPURCHASER: ELEX N.V. By: /s/ Rolaxx Xxxxxxxxxx -------------------------------------- Rolaxx Xxxxxxxxxx Chairman of the Board SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND The parties have executed this Convertible Note Purchase Exhibit A - Schedule of Exceptions to Representations and Warrant Warranties Exhibit B - Form of Standstill Agreement as Exhibit C - Form of the date first written above. PURCHASER: Print Name of Purchaser Signature Print Name and Title of Signatory (if entity) Address: E-mail: SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND Nondisclosure Agreement EXHIBIT A SCHEDULE OF PURCHASERS First Closing: EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES This Schedule of Exceptions is made and given pursuant to Section 2 of the Common Stock Purchase Agreement dated as of May _______________ Name , 1998 (the "AGREEMENT") between Catalyst Semiconductor, Inc., a corporation organized and Address existing under the laws of Purchaser Original Principal Amount the State of Note Delaware (the "COMPANY"), and Elex N.V., a corporation organized and existing under the laws of the Country of Belgium ("PURCHASER"). Unless the context otherwise requires, all capitalized terms used herein shall have the same meanings as set forth in the Agreement. All disclosures and exceptions contained herein are intended to modify all of the Company's representations and warranties contained in the Agreement, and the section headings used below are for convenience only. None. EXHIBIT B FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933STANDSTILL AGREEMENT STANDSTILL AGREEMENT This STANDSTILL AGREEMENT is made as of May 26, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO1998 by and between CATALYST SEMICONDUCTOR, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. MTI MICROFUEL CELLS INC. SECURED CONVERTIBLE PROMISSORY NOTE «Principal» «Date» Albany, New York For value received, MTI MicroFuel Cells Inc.., a corporation organized and existing under the laws of the State of Delaware corporation (the “Company”"CATALYST"), promises to pay to «Holder» and ELEX N.V., a corporation organized and existing under the laws of the Country of Belgium (the “Holder”"PURCHASER"), the principal sum of «Principal». Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to 10.0% per annum, compounded annually. This Note is one of a series of Secured Convertible Promissory Notes containing substantially identical terms and conditions issued pursuant to that certain Convertible Note and Warrant Purchase Agreement dated _________ __, 2008 (the “Purchase Agreement”). Such Notes are referred to herein as the “Notes,” and the holders thereof are referred to herein as the “Holders.” This Note is subject to the following terms and conditions.

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 DELAWARE 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 DELAWARE 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 Convertible Note and Warrant Purchase Agreement as of the date first written above. COMPANY: MTI MICROFUEL CELLS INC. Xxxx X. Xxx Chief Executive Officer UCA Services, Inc., d/b/a Netfabric Technologies, Inc. By:/s/ Fxxxx Xxxx, CEO Address: 200 Xxxxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Facsimile Number: 900-000-0000 GUARANTOR: Netfabric Holdings, Inc. By:/s/ Fxxxx Xxxx, CEO Address: 200 Xxxxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Facsimile Number: 900-000-0000 PURCHASER: Fortify Infrastructure Services, Inc. By:/s/ Name: Rxxxxxxx Xxxxxxxxxx Address: 2000 Xxxxx Xxxxxx, Suite A Santa Clara, CA 95051 Facsimile Number: 400-000-0000 SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND The parties have executed this Convertible LIST OF SCHEDULES/EXHIBITS Schedule l - Schedule of Liabilities/Creditors to be Paid at Closing Schedule 2- Amended Certificate Exhibit A - Form of Promissory Note Purchase and Warrant Exhibit B - Credit Agreement as Exhibit C - Security Agreement Exhibit D - Pledge Agreement Exhibit E - Option Agreement Exhibit F - Form of the date first written above. PURCHASER: Print Name of Purchaser Signature Print Name and Title of Signatory (if entity) Address: E-mail: SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND EXHIBIT A Proxy Exhibit G - W-9 SCHEDULE OF PURCHASERS First Closing: _______________ Name and Address of Purchaser Original Principal Amount of Note EXHIBIT B FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. MTI MICROFUEL CELLS INC. SECURED CONVERTIBLE PROMISSORY NOTE «Principal» «Date» Albany, New York For value received, MTI MicroFuel Cells Inc., a Delaware corporation (the “Company”), promises to pay to «Holder» (the “Holder”), the principal sum of «Principal». Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to 10.0% per annum, compounded annually. This Note is one of a series of Secured Convertible Promissory Notes containing substantially identical terms and conditions issued pursuant to that certain Convertible Note and Warrant Purchase Agreement dated _________ __, 2008 (the “Purchase Agreement”). Such Notes are referred to herein as the “Notes,” and the holders thereof are referred to herein as the “Holders.” This Note is subject to the following terms and conditions.1

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 DELAWARE 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 DELAWARE 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 Convertible Note and Warrant Common Stock Purchase Agreement as of the date first written above. COMPANY: MTI MICROFUEL CELLS CATALYST SEMICONDUCTOR, INC. Xxxx X. Xxx By: /s/ Radu Xxxxx ------------------------------------ Radu Xxxxx President and Chief Executive Officer AddressPURCHASER: SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND The parties have executed this Convertible Note Purchase and Warrant Agreement as ELEX N.V. By: /s/ Rolaxx Xxxxxxxxxx ------------------------------------ Rolaxx Xxxxxxxxxx Chairman of the date first written above. PURCHASER: Print Name of Purchaser Signature Print Name and Title of Signatory (if entity) Address: E-mail: SIGNATURE PAGE TO MTI MICROFUEL CELLS INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT IMS_FOOTERDIVEND Board EXHIBIT A SCHEDULE OF PURCHASERS First Closing: _______________ Name EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES This Schedule of Exceptions is made and Address given pursuant to Section 2 of Purchaser Original Principal Amount the Common Stock Purchase Agreement dated as of Note EXHIBIT B FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933September 14, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO1998 (the "AGREEMENT") between Catalyst Semiconductor, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. MTI MICROFUEL CELLS INC. SECURED CONVERTIBLE PROMISSORY NOTE «Principal» «Date» Albany, New York For value received, MTI MicroFuel Cells Inc., a corporation organized and existing under the laws of the State of Delaware corporation (the “Company”"COMPANY"), promises to pay to «Holder» and Elex N.V., a corporation organized and existing under the laws of the Country of Belgium (the “Holder”), the principal sum of «Principal». Interest shall accrue from the date of this Note on the unpaid principal amount at a rate equal to 10.0% per annum, compounded annually. This Note is one of a series of Secured Convertible Promissory Notes containing substantially identical terms and conditions issued pursuant to that certain Convertible Note and Warrant Purchase Agreement dated _________ __, 2008 (the “Purchase Agreement”"PURCHASER"). Such Notes Unless the context otherwise requires, all capitalized terms used herein shall have the same meanings as set forth in the Agreement. All disclosures and exceptions contained herein are referred intended to herein as modify all of the “Notes,” Company's representations and warranties contained in the Agreement, and the holders thereof section headings used below are referred to herein as the “Holdersfor convenience only. NONE.” This Note is subject to the following terms and conditions.