Common use of Deliveries Clause in Contracts

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) A certificate of each Loan Party signed by an Authorized Officer of such Loan Party, dated the Closing Date stating that (a) all representations and warranties of the Loan Parties set forth in this Agreement duly executed by and the Companyother Loan Documents are true and correct,(b) no Event of Default or Potential Default exists and (c) no Material Adverse Change shall have occurred since December 31, 2016; (ii) a Note A certificate dated the Closing Date and signed by an Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by such Loan Party in connection with a principal amount this Agreement and the other Loan Documents; (b) the names of the Authorized Officers of such Loan Party authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents of such Loan Party as set forth in effect on the signature page hereto equal to each Purchaser’s Subscription Amount, registered Closing Date certified by the appropriate state official where such documents are filed in a state office (other than in the name case of such Purchaserany Canadian Loan Party) together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in its state of organization; (iii) This Agreement and each of the Registration Rights Agreement duly executed other Loan Documents signed by the Companyan Authorized Officer; (iv) a certificate executed on behalf Appropriate transfer powers and stock or other certificates evidencing the pledged Collateral; (v) Written opinions of counsel for the Loan Parties, dated the Closing Date for the benefit of the Company Administrative Agent and each Lender; (vi) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured and lender loss payee; (vii) Evidence that all Indebtedness not permitted under Section 9.2.1 [Indebtedness] shall have been paid in full (and all commitments in respect thereof terminated) and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (viii) The Statements and the Projections; (ix) A duly completed Compliance Certificate signed by its Principal Executive an Authorized Officer or Chief Executive Officer (each as defined in of MDI evidencing, after giving effect to the Exchange Act) Loans to be made hereunder on the Closing Date and the consummation of the CompanyAcquisitions, dated a Leverage Ratio of less than 3.00 to 1.00, as of the end of the fiscal quarter most recently ended for which financial statements are available (the “Closing DateCompliance Certificate”); (x) A Borrowing Base Certificate, evidencing a pro forma calculation of Undrawn Availability of at least Five Million and 00/100 Dollars ($5,000,000.00) after giving effect to any Loans to be made and Letters of Credit to be issued on the Closing Date based on such certificate; (xi) A certificate of an Authorized Officer of MDI as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement and the Acquisition Documents; (xii) All material regulatory approvals and material consents and licenses necessary for the consummation of the transactions contemplated hereunder and the Acquisition shall have been completed and there shall be an absence of any legal or regulatory prohibitions or restrictions in respect of the transactions contemplated hereunder; (xiii) Lien searches in acceptable scope and with acceptable results; (xiv) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator or other applicable Person for each leased Collateral location to the extent requested and required to be received by Administrative Agent; (xv) A true and correct copy of the Acquisition Documents, and any amendments, waivers and other documents executed in connection therewith; the transactions contemplated by the Acquisition Documents shall be consummated substantially concurrently with the closing of the Loans in accordance with terms and conditions thereof, as heretofore reviewed by the Administrative Agent without any amendment or waiver thereof by the Loan Parties not consented to by the Administrative Agent; (xvi) Receipt of Target’s Quality of Earnings report, in which such officer form and substance satisfactory to the Administrative Agent, supporting EBITDA in an amount not less than Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00) as of December 31, 2016 for the twelve (12) month period then ended; (xvii) Receipt of Target’s audited financial statements for the two (2) most recently ended fiscal years of Target, in each case in compliance with all SEC requirements; (xviii) Receipt of third-party due diligence initiated by MDI and certain other Loan Parties as it relates to the Acquisitions; (xix) Evidence that MDI shall certify that have received equity contributions in cash of not less than Six Million and 00/100 Dollars ($6,000,000); (xx) All documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the conditions set forth in Section 2.3(b) have been fulfilledUSA Patriot Act; and (vxxi) a certificate executed on behalf of Such other documents in connection with such transactions as the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary Administrative Agent or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datesaid counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) A certificate of each of the Loan Parties signed by a Responsible Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Effect has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Agreement duly executed by the CompanySection 7.1 and Section 7.2 have been satisfied; (ii) A certificate dated the Closing Date and signed by a Note with a principal amount Responsible Officer of each of the Loan Parties, certifying as set forth appropriate as to: (A) all action taken by each Loan Party to validly authorize, duly execute and deliver this Agreement and the other Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of its organizational documents as in effect on the signature page hereto equal Closing Date, to the extent applicable, certified as of a sufficiently recent date prior to the Closing Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Purchaser’s Subscription Amount, registered Loan Party in the name state of its organization and in each state where conduct of business or ownership or lease of properties or assets requires such Purchaserqualification; (iii) This Agreement and each of the Registration Rights Agreement other Loan Documents duly executed by the Companyparties thereto; (iv) a certificate executed on behalf of Appropriate transfer powers and stock or other certificates evidencing the Company by its Principal Executive Officer or Chief Executive Officer pledged Collateral; (each as defined in the Exchange Actv) Written opinion(s) of counsel for the CompanyLoan Parties, dated as of the Closing Date, addressed to the Administrative Agent and the Lenders and in which form and substance satisfactory to the Administrative Agent; (vi) A duly completed pro forma Compliance Certificate as of the last day of the Fiscal Quarter of Borrowing Agent most recently ended prior to the Closing Date (after giving pro forma effect to all Indebtedness to be incurred pursuant to this Agreement), signed by a Responsible Officer of Borrowing Agent; (vii) All material consents, licenses and approvals required for the delivery and performance by any Loan Party of any Loan Document and the enforceability of any Loan Document against such officer Loan Party, certified by a Responsible Officer that each is in full force and effect and none other is so required or necessary; (viii) Evidence that all Indebtedness not permitted under Section 9.2 shall certify have been paid in full and that the conditions set forth all necessary termination statements, release statements and other releases in Section 2.3(bconnection with all Liens (other than Permitted Liens) have been fulfilledfiled or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (ix) Lien searches in acceptable scope and with acceptable results; (x) A certificate of the chief financial officer of the Borrowing Agent as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (xi) The Statements and the Projections; (xii) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed Certificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (vxiii) a certificate executed on behalf of Such other documents in connection with such transactions as the Company by Administrative Agent or its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datecounsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) i. this Agreement duly executed by the Company; (ii) . a Note Debenture with a principal amount as set forth on the signature page hereto equal to each such Purchaser’s Subscription Debenture Principal Amount, registered in the name of such Purchaser; (iii) . [reserved]; iv. the Registration Rights Agreement duly Company’s wire instructions, on Company letterhead and executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Chief Executive Officer or Chief Executive Officer (each as defined Financial Officer; v. a legal opinion of Company Counsel, substantially in form and substance reasonably satisfactory to the Exchange Act) Purchasers; vi. a certificate, executed on behalf of the Company, dated as of the Closing Date, in which such officer shall certify that certifying the conditions set forth in Section 2.3(b) have been fulfilledresolutions adopted by the Board of Directors of the Company for the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s, certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and (v) vii. a certificate certificate, executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyChief Executive Officer or its Chief Financial Officer, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date Date, certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as fulfillment of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws conditions specified in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateSection 2.3(a). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Debenture as set forth on the signature page hereto executed by such Purchaser; ii. this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser▇▇▇▇▇▇▇▇▇; and (iv) the Registration Rights Agreement iii. a duly executed by each PurchaserInternal Revenue Service (“IRS”) Form W-9 or appropriate IRS Form W-8, as applicable.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Stockholders Agreement duly executed by the Company; (iii) a Note with legal opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, substantially in the form of Exhibit C attached hereto; (iv) a principal amount as set forth on copy of the signature page hereto equal irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver to each Purchaser, on an expedited basis, a certificate evidencing the number of Shares set forth opposite such Purchaser’s Subscription Amountname on Exhibit A hereto, registered in the name of such Purchaser; (iiiv) a Warrant, substantially in the Registration Rights Agreement duly executed by form attached hereto as Exhibit D, registered in the Companyname of such Purchaser to purchase up to a number of shares of Common Stock set forth opposite their respective names on Exhibit A hereto (such Warrant certificate to be delivered as promptly as practicable after the Closing Date but no in no event more than three Trading Days after the Closing Date); (ivvi) the Company shall have delivered a certificate Certificate, executed on behalf of the Company by its Principal Chief Executive Officer or its Chief Executive Officer (each as defined in the Exchange Act) of the CompanyAccounting Officer, dated as of the Closing Date, in which such officer shall certify that certifying to the fulfillment of the conditions set forth specified in subsections (i), (ii), (iv), (v), (vi) and (vii) of Section 2.3(b) have been fulfilled2.4(b); and (vvii) the Company shall have delivered a certificate Certificate, executed on behalf of the Company by its Secretary’s certificate containing (i) copies , dated as of the text of Closing Date, certifying the resolutions adopted by which the corporate action on the part Board of Directors of the Company necessary to approve approving the transactions contemplated by this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Shares and Warrants, certifying the current versions of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on Bylaws of the Closing Date, Company and (B) the certificate evidencing the good standing of Company certifying as of a day within five (5) Business Days prior to the Closing Datesignatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire the Stockholders Agreement duly executed by each such Purchaser; and (iviii) the Registration Rights Agreement duly executed Purchase Price by each Purchaserwire transfer to the account specified by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by Copy of a new share certificate for the Shares registered under the name of the Registration Company of Bank Hapoalim Ltd., the registration company of the Company (the "Registration Company"); (ii) a Note Copy of the notice of the Company to the Registration Company with respect to the issuance of the Shares (including all documents required by the Registration Company and/or Israeli Securities Laws, except for Form T87), with a principal amount as set forth on stamp indicating the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name acceptance of such notice by the Registration Company (the "Registration Notice"), irrevocably instructing the Registration Company to credit the Shares to the Purchaser's Account, the details of which shall be provided by the Purchaser in writing to the Company at least 4 Business Days following the Escrow Date; (iii) The executed Warrants in the Registration Rights Agreement duly executed name of the Purchaser signed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andThe TASE Approval; (v) a certificate A copy of an executed on behalf Form T87 reflecting the allocation of the Company Shares and the Warrants to the Purchaser; (vi) A certificate, duly executed by its Secretary’s certificate containing (i) copies the Company, confirming that, each of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement representations and the other Transaction Documents warranties set forth in Article III is full and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of if made on the Closing Date executed on behalf of and that the Company by has performed and complied in all material respects with all its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreementcovenants, or any other agreement, certificate or other instrument executed pursuant heretoagreements, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company undertakings as of a day within five (5) Business Days set forth herein required to be performed at or prior to the Closing DateDate (the “Company Certificate”); and (vii) Duly executed copy of the minutes, or a certified Corporate Secretary extract thereof, of the resolutions of the Board of Directors approving the Transaction Documents, and all corporate proceedings and required approvals related thereto, as required by Chapter 5 of the Companies Law have been obtained, all in accordance with the provisions of Section 282 of the Companies Law. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company, as applicabl the details of the Purchaser Account. (c) At the Closing, the Company shall file with the TASE the T87 Form, and immediately thereafter shall deliver such executed T87 form to the Registration Company. (d) No later than 4 Business Days following the Escrow Date, the Escrow Agent shall confirm in writing to the Company that the entire Subscription Amount is deposited in the Escrow Account. Upon the fulfillment of all conditions to the Closing set forth in this Agreement as confirmed to the Escrow Agent by Company and Purchasers' Israeli Counsel, the Subscription Amount shall be held by the Escrow Agent on behalf of the Company without any restrictions whatsoever as of the time that the Company files the Form T87 with the TASE. Subsequent to such filing of Form T87, the Escrow Agent shall deliver by wire transfer, subject to the terms of the Escrow Agreement (which shall reflect, inter alia, the provisions of this sub-Section ‎2.2‎(c)), to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that (x) the Loan Parties are in compliance with each of the covenants and conditions hereunder and under the Loan Documents, (y) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrower delivered to the Administrative Agent (and the Administrative Agent and Required Lenders shall not have otherwise determined) and (z) the conditions stated in this Agreement duly executed by the CompanySection 7.1 and Section 7.2 have been satisfied; (ii) a Note with a principal amount as set forth on A certificate dated the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed Closing Date and signed by the Company; (iv) a certificate executed on behalf Secretary or an Assistant Secretary of each of the Company Loan Parties, certifying as appropriate as to: (A) all action taken by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyLoan Party to validly authorize, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve duly execute and deliver this Agreement and the other Transaction Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the transactions names, authority and actions contemplated hereby and thereby, which shall be accompanied by a certificate capacity of the corporate secretary or assistant corporate secretary of Company dated as of Authorized Officers authorized to sign the Closing Date certifying to the Purchasers that such resolutions were duly adopted Loan Documents and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, their true signatures; and (iiiC) copies of (A) the Company’s Certificate of Incorporation and bylaws its organizational documents as in effect on the Closing Date, and (B) to the certificate evidencing the good standing of Company extent applicable, certified as of a day within five (5) Business Days sufficiently recent date prior to the Closing Date. (b) On Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence, good standing and qualification to engage in its business of each Loan Party in the state of its organization and in each state where conduct of business or prior to the Closing Date, each Purchaser shall deliver ownership or cause to be delivered to the Company the following: (i) this Agreement duly executed by lease of properties or assets requires such Purchaser; (ii) such Purchaser’s Subscription Amountqualification; (iii) Accredited Investor Questionnaire This Agreement and each of the other Loan Documents duly executed by each Purchaser; andthe parties thereto; (iv) Appropriate transfer powers and stock or other certificates evidencing the Registration Rights pledged Collateral; (v) Written opinion of Texas counsel for the Loan Parties, dated the Closing Date and in form and substance satisfactory to the Administrative Agent; (vi) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement duly is in full force and effect, with additional insured special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured; (vii) Evidence that all Indebtedness not permitted under Section 9.1 shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (viii) Lien searches in acceptable scope and with acceptable results; (ix) A certificate of an Authorized Officer of the Borrower as to the Solvency of each of the Loan Parties taken as a whole after giving effect to the transactions contemplated by this Agreement; (x) The Statements and the Projections; (xi) Certificate of Beneficial Ownership; USA PATRIOT Act Diligence. The Administrative Agent and each Lender shall have received, in form and substance acceptable to the Administrative Agent and each Lender an executed by each PurchaserCertificate of Beneficial Ownership and such other documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (xii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance reasonably satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that (w) all representations and warranties of the Loan Parties set forth in this Agreement duly executed by are true and correct in all material respects, (x) the CompanyLoan Parties are in compliance with each of the covenants and conditions hereunder, (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Change has occurred since the date of the last audited financial statements of the Borrowers delivered to the Administrative Agent; (ii) a Note A certificate dated the Closing Date and signed by the Secretary, an Assistant Secretary or other Authorized Officer of each of the Loan Parties, certifying as appropriate as to: (a) all action taken by each Loan Party in connection with a principal amount this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as set forth in effect on the signature page hereto equal Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Purchaser’s Subscription Amount, registered Loan Party in the name of such Purchasereach state where organized or qualified to do business; (iii) This Agreement and each of the Registration Rights Agreement duly executed other Loan Documents signed by an Authorized Officer and all appropriate financing statements and appropriate stock powers and certificates evidencing the Companypledged Collateral; (iv) A written opinion of counsel for the Loan Parties, dated the Closing Date and as to the matters set forth in Schedule 7.1.1; (v) Evidence that adequate insurance, including flood insurance, if applicable, required to be maintained under this Agreement is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured, mortgagee and lender loss payee, and evidence that the Loan Parties have taken all actions required under the Flood Laws and/or requested by the Administrative Agent to assist in ensuring that each Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing the Administrative Agent with the address and/or GPS coordinates of each structure on any real property that will be subject to a certificate executed on behalf mortgage in favor of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in Administrative Agent, for the Exchange Act) benefit of the CompanyLenders, dated and, to the extent required, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (vi) A duly completed Compliance Certificate as of the Closing Date, in which such officer shall certify signed by an Authorized Officer of Borrowers and demonstrating for the fiscal period ending November 30, 2010: (1) a trailing twelve month Consolidated EBITDA of the Loan Parties and their Subsidiaries of greater than or equal to $40,000,000 and (2) that the conditions ratio of Consolidated Funded Debt of the Loan Parties and their Subsidiaries to trailing twelve month Consolidated EBITDA of the Loan Parties and their Subsidiaries is less than or equal to 3.25 to 1.00; (vii) All material consents required to effectuate the transactions contemplated hereby; (viii) Evidence that each existing financing arrangement with any of the Loan Parties as set forth in Section 2.3(b) on Schedule 7.1 have been fulfilledterminated, and all outstanding obligations thereunder have been paid and all Liens securing such obligations have been released or have been agreed to be promptly released. (ix) A review of the amount and nature of all tax, employee retirement benefit, labor contracts and relations, environmental and all other contingent liabilities (including any litigation) to which the Loan Parties may be subject; (x) Evidence that the Borrowers have sufficient mine bonding capacity to conduct their operations as projected in accordance with the financial projections of the Borrowers and their Subsidiaries provided to the Administrative Agent; (xi) Evidence that all of the Loan Parties’ coal reserves are owned by subsidiaries of Elk Creek, L.P. (known as Western Mineral Development, LLC and Ceralvo Holdings, LLC), Western Diamond LLC, Western Land Company, LLC and ▇▇▇▇▇▇▇▇▇ Coal Company, Inc.; (xii) Evidence that a minimum cash equity infusion of $5,000,000 has been made into Elk Creek, L.P. by its partners; (xiii) An engineering report certified by an independent engineer acceptable to the Administrative Agent setting forth a review of matters satisfactory to the Administrative Agent, including (i) the coal mines, coal reserves and business operations of the Loan Parties as related to the financial projections of the Borrowers, (ii) the Loan Parties’ coal reserves, and/or (iii) the value of the coal reserves, equipment and infrastructure of the Loan Parties; (xiv) The Authorized Officer of each Loan Party, acting in their capacities as such officers, shall have delivered a certificate in form and substance satisfactory to the Administrative Agent as to the solvency of each Loan Party after giving effect to the transactions contemplated hereby; (xv) A Lien search in acceptable scope and with acceptable results; and (vxvi) a certificate executed on behalf of Such other documents in connection with such transactions as the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary Administrative Agent or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datesaid counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly a legal opinion of Company Counsel, as to those matters set forth on Exhibit B attached hereto, that is reasonably satisfactory to Purchaser Majority; (ii) Copy of a new share certificate for the Shares registered under the name of the Registration Company of Bank Hapoalim Ltd., the registration company of the Company (the "Registration Company"); (iii) Copy of the notice of the Company to the Registration Company with respect to the issuance of the Shares (including all documents required by the Registration Company and/or Israeli Securities Laws, except for Form T87), with a stamp indicating the acceptance of such notice by the Registration Company (the "Registration Notice"), irrevocably instructing the Registration Company to credit the Shares to the Purchaser's Account, the details of which shall be provided by the Purchasers in writing to the Company at least 4 Business Days following the Escrow Date; (iv) The executed Warrants in the name of each Purchaser signed by the Company; (iiv) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserThe TASE Approval; (iiivi) A copy of an executed Form T87 reflecting the Registration Rights Agreement allocation of the Shares and the Warrants to the Purchasers; (vii) A certificate, duly executed by the Company; (iv) a certificate executed on behalf , confirming that, each of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions representations and warranties set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement Article III is full and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of if made on the Closing Date executed on behalf of and that the Company by has performed and complied in all material respects with all its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreementcovenants, or any other agreement, certificate or other instrument executed pursuant heretoagreements, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company undertakings as of a day within five (5) Business Days set forth herein required to be performed at or prior to the Closing DateDate (the “Company Certificate”); and (viii) Duly executed copy of the minutes, or a certified Corporate Secretary extract thereof, of the resolutions of the Board of Directors approving the Transaction Documents, and all corporate proceedings and required approvals related thereto, as required by Chapter 5 of the Companies Law have been obtained, all in accordance with the provisions of Section 282 of the Companies Law. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) The details of the Purchaser Account. (c) At the Closing, the Company shall file with the TASE the T87 Form, and immediately thereafter shall deliver such executed T87 form to the Registration Company. (d) No later than 4 Business Days following the Escrow Date, the Escrow Agent shall confirm in writing to the Company that the entire Subscription Amount is deposited in the Escrow Account. Upon the fulfillment of all conditions to the Closing set forth in this Agreement duly executed as confirmed to the Escrow Agent by Company and Purchasers' Israeli Counsel, the Subscription Amount shall be held by the Escrow Agent on behalf of the Company without any restrictions whatsoever as of the time that the Company files the Form T87 with the TASE. Subsequent to such Purchaser; filing of Form T87, the Escrow Agent shall deliver by wire transfer, subject to the terms of the Escrow Agreement (ii) such Purchaser’s which shall reflect, inter alia, the provisions of this sub-Section ‎2.2‎(c)), to the Company the Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the CompanyCompany with the schedules, exhibits or appendices thereto, as applicable, current as of the Closing Date; (ii) a Note legal opinion of Company Counsel acceptable to the Purchaser; (iii) the Convertible Debenture Certificate with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amounthereto, registered in such name as the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the CompanyPurchaser may direct; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that that, to the best of his knowledge, the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its SecretaryOfficer’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the its corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers Purchaser that such resolutions were duly adopted and have not been amended or rescinded, and (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such the Purchaser; (ii) such Purchaser’s the Subscription Amount;Amount by wire transfer or as otherwise agreed upon by the Parties, to the Company; and (iii) Accredited Investor Questionnaire duly executed all documents that the Purchaser is required to execute and deliver under Applicable Laws and the rules and policies of the TSX Venture Exchange, including the forms set out in Schedules A to D attached hereto, as applicable, to the Company as the issue and sale of the Securities by each Purchaser; and (iv) the Registration Rights Agreement duly executed Company to the Purchaser will not be qualified by each Purchasera prospectus or registration statement.

Deliveries. (a) On or prior Prior to the first Closing DateDate relating to the issuance of a Debenture under this Agreement, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth the Company’s wire instructions, on Company letterhead and executed by the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserChief Executive Officer or Chief Financial Officer; (iii) a security agreement relating to the net proceeds of each purchase of Debentures pursuant to this Agreement as well as such other executed documents and agreements as Purchaser may reasonably request in order for Purchaser to perfect a security interest in such net proceeds; (iv) a Registration Rights Agreement duly executed by the Company; (ivv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of an account control agreement among the Company, dated as the Purchase and City National Bank of Florida, reasonably acceptable to Purchaser and duly executed by the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledCompany and City National Bank of Florida; and (vvi) a certificate executed on behalf of the Company shall have delivered to Purchaser the payment required under Section 5.2 by its Secretary’s certificate containing (i) copies wire transfer of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Dateimmediately available funds. (b) On or prior to the first Closing DateDate relating to the issuance of a Debenture under this Agreement, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserP▇▇▇▇▇▇▇▇; and (ivii) the Registration Rights Agreement duly executed by P▇▇▇▇▇▇▇▇; (iii) a security agreement relating to the net proceeds of each purchase of Debentures pursuant to this Agreement, duly executed by the Purchaser; and (iv) an account control agreement among the Company, the Purchase and City National Bank of Florida, duly executed by the Purchaser. (c) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to Purchaser the following: (i) a Debenture with the principal amount specified in the applicable Purchase Notice issued on such Closing Date, registered in the name of Purchaser; and (ii) a Registration Rights Agreement with respect to Underlying Shares for the Debentures to be issued on such Closing Date the duly executed by the Company; (iii) the Company shall have provided Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (iv) the Company shall have provided Purchaser with a certificate executed by the Chief Financial Officer, on Company letterhead under penalties of perjury and certifying the representations and warranties of the Company set forth in this Agreement continue to be true and correct as of such Closing Date. (d) On or prior to each Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following: (i) the amount set forth in the applicable Purchase Notice by wire transfer to the account specified in the Account.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Warrantholder the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement Amended and Restated ▇▇▇ duly executed by the Company; (iii) Exchange Warrants in the applicable series, substantially in the form attached hereto as Exhibit C and Exhibit D, registered in the name of such Warrantholder to purchase up to a number of shares of Common Stock set forth opposite their respective names on Exhibit A hereto (such Warrant certificates to be delivered as promptly as practicable after the Closing Date but in no event more than three Trading Days after the Closing Date); (iv) the Company shall have delivered a certificate Certificate, executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companyand its Interim Chief Financial Officer, dated as of the Closing Date, in which such officer shall certify that certifying to the fulfillment of the conditions set forth specified in subsections (i), (ii), (iv), (v), (vi) and (vii) of Section 2.3(b) have been fulfilled; and2.4(b); (v) the Company shall have delivered a certificate Certificate, executed on behalf of the Company by its Secretary’s certificate containing (i) copies , dated as of the text of Closing Date, certifying the resolutions adopted by which the corporate action on the part Board of Directors of the Company necessary to approve approving the transactions contemplated by this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Exchange Warrants and the issuance of the Closing Date Warrant Shares, certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as current versions of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on Bylaws of the Closing Date, Company and (B) the certificate evidencing the good standing of Company certifying as of a day within five (5) Business Days prior to the Closing Datesignatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; and (vi) evidence reasonably satisfactory to the Principal Warrantholders of the approval by Nasdaq of the Company’s Notification Form: Listing of Additional Shares pertaining to, among other things, the issuance of the Securities pursuant to this Agreement. (b) On or prior to the Closing Date, each Purchaser Warrantholder shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such PurchaserWarrantholder; (ii) the Amended and Restated ▇▇▇ duly executed by such Purchaser’s Subscription Amount;Warrantholder; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchasersuch Warrantholder’s Series B Warrants and Series C Warrants.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Agent and the Purchasers the following: (i) this Agreement duly executed by the Company; (ii) a Note Security Agreement providing the Agent (for the benefit of the Purchasers) with a lien on all of the assets of the Company and its Subsidiaries, duly executed by the Company and its Subsidiaries; (iii) a Note registered in the name of each Purchaser with such principal amount as set forth on Schedule 1, duly executed by the signature page hereto equal to each Purchaser’s Subscription AmountCompany; (iv) the Commitment Shares, registered in the name of such Purchasereach Purchaser as set forth on Schedule 1; (iiiv) a Warrant, registered in the name of each Purchaser as set forth on Schedule 1, duly executed by the Company; (vi) the Registration Rights Agreement duly executed by the Company; (ivvii) the Individual Guaranty Agreement, duly executed by the Individual Guarantors; (viii) the Individual Pledge Agreement, duly executed by the Individual Guarantors; (ix) UCC financing statements with respect to each Obligor; (x) a certificate certificate, in the form acceptable to the Purchasers and their counsel, executed on behalf by the secretary of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing as to (i) copies of the text of the resolutions as adopted by which the corporate action on Company’s board of directors relating to the part of the Company necessary to approve transactions contemplated by this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by in a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying form acceptable to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedPurchasers, (ii) an incumbency certificate dated as Certificate of Incorporation or other similar organizational document of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying Company, (iii) the office of each officer of Company executing this Agreement, or any other agreement, certificate Bylaws or other instrument similar organizational document of the Company, (iv) the NRJ Acquisition Agreement and each of the documents executed pursuant heretoin connection therewith (along with a certification that such documents are in full force and effect), and (iii) copies of (Av) the Company’s Certificate of Incorporation and bylaws Exchange Agreement, each as in effect on the Closing Date; (xi) a certificate for each Subsidiary of the Company, in the form acceptable to the Purchasers and (B) their counsel, executed by the certificate evidencing the good standing secretary of Company such Subsidiary dated as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause as to be delivered to the Company the following: (i) the resolutions as adopted by the Subsidiary’s board of directors or other governing body relating to the transactions contemplated by this Agreement duly executed by such Purchaser; in a form acceptable to the Purchasers, (ii) Certificate of Incorporation or other similar organizational document of such Purchaser’s Subscription Amount; Subsidiary, and (iii) Accredited Investor Questionnaire duly executed by the Bylaws or other similar organizational document of such Subsidiary, each Purchaser; and (iv) as in effect on the Registration Rights Agreement duly executed by each Purchaser.Closing Date;

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) true and correct copies of written resolutions, or minutes of a Note meeting, of the Board of Directors of the Company, approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (i) the conversion of all existing Ordinary A Shares of the Company into Ordinary Shares of the Company according to the provisions of the Company’s Articles of Association in effect immediately prior to the Closing, (ii) the conversion of the Financing Amount into Ordinary Shares according to the terms of the Financing Agreements, (iii) the issuance of the Warrants to the Purchasers according to the terms hereof, (iv) authorizing the issuance and sale of each of the Shares against payment of the Per Share Purchase Price therefor; and (iii) the approval of the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (iii) true and correct copies of unanimous written resolutions of the Company’s shareholders approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (i) the adoption of the Restated Articles as an amendment and restatement of the existing Articles of Association of the Company as in effect prior to the Closing; (ii) the approval of the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto and (iii) waivers by each of the Company’s shareholders regarding any preemptive rights, rights of first refusal, rights of co-sale, rights of tag-along, anti-dilution rights and/or other similar rights in connection with the issuance of the Shares under the Closing; (iv) A copy of the Restated Articles; (v) Executed copies of the Warrants issued to each Purchaser at the Closing; (vi) The Financing Agreement of each Lender is delivered to or marked cancelled by the Company in consideration for certificates evidencing the issuance of the Conversion Shares to, and in the name of, the Lender; (vii) a principal amount as set forth on the signature page hereto certificate evidencing a number of Shares equal to each such Purchaser’s Subscription AmountAmount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iiiviii) copy of the register of shareholders of the Company, certified by an executive officer of the Company and prepared in accordance with Section 130 of the Israeli Companies Law, 5759–1999, as amended (the “Shareholders Register”), in which the respective purchased Shares issued at the Closing are registered in the name of each of the Purchasers; (ix) duly completed notices to the Israeli Registrar of Companies, ready for immediate filing, as are required for all matters arising from this Agreement and the transactions contemplated hereby (including, of the issuance of the purchased Shares at the Closing, the adoption of the Restated Articles, and the changes to the composition of the Board of Directors, if any; (x) true and correct copy of the notice to the Israel Innovation Authority (previously known as the Office of the Chief Scientist of Israel’s Ministry of Economy) (“IIA”), in the form attached hereto as Schedule 2.2(a)(x), with respect to this Agreement and the transactions contemplated hereunder; (xi) the Registration Rights Agreement duly Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Chief Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andFinancial Officer; (vb) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated Chief Executive Officer, attesting that that the Company’s representations and warranties herein remain true and correct as of the Closing Date certifying and that the Company continues to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as be in compliance with all covenants of the Closing Date executed on behalf Company applicable at the time of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant heretoClosing, and that no Material Adverse Effect (iiias defined in Section 3.1) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datehas occurred. (bc) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) Undertaking to IIA executed by such Purchaser in the form attached hereto as Schedule 2.2 (a)(x); and (iii) If applicable such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount for the Closing by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed account specified in writing by each Purchaserthe Company.

Deliveries. (a) On At or prior to the Closing DateInitial Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amountlegal opinion of Company Counsel, registered substantially in the name of such Purchaserform attached hereto as Exhibit D; (iii) a Note in the Registration Rights Agreement duly executed by the Companyprincipal amount equal to such Purchaser’s Pro Rata Share of Cdn.$275,000; (iv) a certificate executed by the Corporate Controller of the Company on behalf of the Company (A) certifying the satisfaction of the conditions to closing listed in Sections 2.6(b) (ii) and the absence of the occurrence of any Material Adverse Effect since the date hereof and (B) attaching and certifying to the truth and correctness of (1) the Company’s constating documents and (2) the board resolutions adopted in connection with the transactions contemplated by this Agreement; (v) satisfactory evidence of the good standing of the Company in its Principal Executive Officer jurisdiction of organization and as a foreign corporation in such other jurisdictions as the Purchasers may reasonably request, in each case in writing or Chief Executive Officer any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions; (each vi) in accordance with the terms of the Security Agreement, the Company shall have delivered to the Collateral Agent appropriate PPSA financing statements filed at the Personal Property Registry (British Columbia) and such other instruments, collateral assignments and other documents to be duly filed in such office or offices as defined may be necessary or, in the Exchange Act) opinion of the CompanyCollateral Agent, dated as of desirable to perfect the Closing Date, in which such officer shall certify that security interests purported to be created by the conditions set forth in Section 2.3(b) have been fulfilledSecurity Agreement; and (vvii) a certificate executed on behalf of the Company by its Secretary’s certificate containing within six (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (56) Business Days prior to the Closing DateInitial Closing, the Company shall have delivered or caused to be delivered to each Purchaser (A) copies of PPSA search results, listing all effective financing statements which name as debtor the Company to perfect an interest in any assets thereof, none of which, except for such financing statements evidencing Permitted Liens or as otherwise agreed in writing by the Purchasers, shall describe any of the Collateral (as defined in the Security Agreement); (B) clear litigation search results covering British Columbia Supreme Court Civil and Bankruptcy registries; (C) clearance certificates from Canada Revenue Agency and Ministry of Finance (British Columbia) regarding all excise tax, corporate income tax, social services tax or equivalent; (D) clear writ of execution search results for each region in which the Company has assets or carries on business; and (E) a verification statement evidencing registration of a financing statement against the Company in favour of the Collateral Agent, in form and substance satisfactory to the Purchasers. (b) On or prior to the Closing DateInitial Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) an amount in cash equal to the aggregate principal amount of the Note to be issued to such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Purchaser by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed account as specified in writing by each Purchaserthe Company.

Deliveries. At the Closing: (a) On or prior The Company will deliver to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingPurchaser: (i) copies of the resolutions of the Board of Directors of the Company, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement duly executed and other documents on behalf of the Company, all certified by an executive officer of the Company; (ii) a Note with a principal amount resignations, effective as set forth on of the signature page hereto equal to Closing, of each Purchaser’s Subscription Amount, registered in of the name directors and executive officers of such Purchaserthe Company and its Subsidiaries; (iii) evidence reasonably satisfactory to the Registration Rights Agreement duly executed by Purchaser that all Indebtedness which can be satisfied as of the CompanyClosing (all of which is identified in Section 7.2(a)(iii) of the Disclosure Schedule) has been repaid and all Liens securing such Indebtedness have been released; (iv) a certificate executed on behalf evidence reasonably satisfactory to the Purchaser that all agreements with any Affiliate of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in and to which the Exchange Act) of the CompanyCompany is a party, dated as of the Closing Dateincluding, in which such officer shall certify that the conditions but not limited to, those agreements set forth in Section 2.3(b) 3.23 of the Disclosure Schedule, have been fulfilledterminated; and (v) a certificate executed on behalf evidence reasonably satisfactory to the Purchaser that the employment of the Company by its Secretary’s certificate containing ▇▇▇▇▇▇▇ ▇▇▇▇▇ with Seller has been terminated. (b) The Seller will deliver to Purchaser: (i) copies of the text resolutions of the resolutions Board of Directors of the Seller, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement and other documents on behalf of the Seller, all certified by which an executive officer of the corporate action on Seller; (ii) the part certificates representing the Shares, endorsed in blank or accompanied by duly executed assignment documents; and (iii) all books and records of the Company necessary to approve this Agreement and the other Transaction Documents its Subsidiaries and the transactions any and actions contemplated hereby all of Seller’s books and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying records relating to the Purchasers Business; provided, however, that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) Seller may maintain copies of (A) the Company’s Certificate of Incorporation any books and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior records relating to the Closing DateBusiness. (bc) On or prior Purchaser will deliver to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the followingSeller: (i) copies of the resolutions of the Board of Directors of the Purchaser, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement duly executed and other documents on behalf of the Purchaser, all certified by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each an executive officer of the Purchaser; and (ivii) an amount equal to the Registration Rights Agreement duly executed Purchase Price, less any Indebtedness that cannot be satisfied as of the Closing, paid by each Purchaserwire transfer of immediately available funds to the account designated by Seller to Purchaser prior to the Closing.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingfollowing to be effective concurrently with the Closing and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (i) this Agreement the APA and the Consulting Agreement, duly executed by the Company; (ii) a Note with copy of a principal amount as set forth on share certificate evidencing the signature page hereto equal to each Purchaser’s Subscription Amount, registered issuance of the Shares in the name of the Nominee Company and an issuance letter from Company to the Nominee Company. The Shares shall be credited to each of the securities accounts opened by their respective Purchasers with members of the TASE, in the names and in such Purchaseramounts set forth on Schedule I, hereto; (iii) a copy of a share certificate evidencing the issuance of the APA Shares in the name of the Nominee Company and an issuance letter from Company to the Nominee Company. The Shares shall be credited to the securities accounts opened by the Seller under the APA with a member of the TASE, in the names and in such amounts set forth thereunder; (iv) Warrants shall be issued to ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇ (or any entity or entities designated by them) in accordance with the terms and conditions set forth in Exhibit B; (v) the Registration Rights Agreement Agreement, duly executed by the Company; (ivvi) a certificate executed on behalf of signed by the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) chief executive officer and chief financial officer of the Company, dated as of the Closing Date, in which such officer shall certify to the effect that the conditions set forth in Section 2.3(b) have been fulfilled; andsatisfied; (vvii) a certificate executed on behalf signed by the Secretary of the Company by its Secretary’s certificate containing (i) copies or the General Counsel of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyCompany, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to Date, certifying: (i) the Purchasers that such resolutions were duly adopted of the Board of Directors of the Company evidencing approval of the Transaction Documents and have not been amended or rescinded, consummation of the transactions contemplated therein and other matters contemplated hereby; (ii) an incumbency certificate dated as a copy of the Closing Date executed on behalf Articles of Company by its corporate secretary or one Association of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and Company; (iii) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement; and (Aiv) the Company’s Certificate names, titles and signatures of Incorporation the officers of the Company authorized to sign any of the Transaction Documents, together with the true signatures of such officers; and bylaws in effect on Purchasers shall have received an opinion from Company Counsel, dated the Closing Date, substantially in the form attached hereto on Exhibit D; and (viii) resignation letters and (B) no claim letters by the certificate evidencing the good standing of following Company as of a day within five (5) Business Days prior to the Closing Date.directors: ▇▇▇▇▇ ▇▇▇▇▇▇; Shirith Kasher and Avi ▇▇▇▇▇▇▇▇; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the followingfollowing to be effective concurrently with the Closing and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each such Purchaser; (iii) such Purchaser’s Subscription Amount by wire transfer to the account as specified in writing in escrow for the Company after all of the other Closing Conditions have been satisfied; and (iv) Consulting Agreement duly executed by the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement the Transaction Agreements duly executed by the CompanyCompany and, in the case of the Notes and the Indenture, the Trustee; (ii) a Note with a one or more certificated Notes in such names and denominations as the Purchaser may request duly authenticated by the Trustee in an aggregate principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser$125,000,000; (iii) a certificate in form and substance reasonably satisfactory to the Registration Rights Agreement Purchaser duly executed on behalf of the Company by an authorized executive officer of the Company, certifying that (A) the representations and warranties of the Company contained in Article III shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), and (B) the conditions to Closing set forth in Section 2.3(a)(ii) of this Agreement have been fulfilled; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) secretary of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying (A) that attached thereto is a true and complete copy of the bylaws of the Company as in effect at the time of the actions by the Board referred to in clause (B) below, and on the Purchasers Closing Date; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board authorizing the execution, delivery and performance of the Transaction Agreements and that all such resolutions were duly are in full force and effect and are all the resolutions adopted and have not been amended or rescinded, (ii) an incumbency certificate dated in connection with the transactions contemplated hereby as of the Closing Date executed on behalf Date; (C) that attached thereto is a true and complete copy of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws as in effect at the time of the actions by the Board referred to in clause (B) above, and on the Closing Date, ; and (BD) as to the certificate evidencing incumbency of any officer of the good standing Company executing a Transaction Agreement on behalf of the Company; and (v) a legal opinion of Company as Counsel, in substantially the form of a day within five (5) Business Days prior to the Closing DateExhibit C attached hereto. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement the Transaction Agreements to which the Purchaser is a party duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each the Purchaser; and (ivii) the Registration Rights Agreement duly executed Subscription Amount by each Purchaserwire transfer to the account specified by the Company.

Deliveries. (a) On or prior In a form, scope and substance satisfactory to the Closing DateAgent, the Company Guarantors shall deliver or cause to be delivered to Agent, concurrently with the execution of this Guaranty and the Credit Agreement, each Purchaser of the followingfollowing in connection with this Guaranty: (ia) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated Pegasus Investors GP, Inc., a Delaware corporation ("Corporate GP"), as general partner of Pegasus Investors, L.P., a Delaware limited partnership and the managing general partner of each Guarantor (the "Managing GP"), certifying (i) that attached thereto are true, correct and current copies of the Closing Date certifying to Partnership Agreements, the Purchasers that such resolutions were duly adopted agreement of limited partnership of the Managing GP and have not been amended or rescindedthe certificate of incorporation and bylaws of the Corporate GP (in each case, including any and all signatures, exhibits, schedules, annexes and amendments thereto), as applicable; (ii) an incumbency certificate dated as that the execution, delivery and performance of this Guaranty and all other agreements, documents and instruments executed and delivered in connection herewith by the Closing Date executed Guarantors, the Managing GP or the Corporate GP, respectively, by or on behalf of Company by its corporate secretary the Guarantors (or either one of its assistant them) (A) are within the partnership or corporate secretaries certifying the office power (as applicable) of each officer such Person, (B) have been duly authorized by all necessary and proper partnership, corporate, company, partner, shareholder or member action (as applicable) of Company executing this Agreementsuch Persons, (C) do not contravene any provision of such Person's partnership agreement, certificate of incorporation or bylaws, (D) do not violate any law or regulation, or any other agreementorder or decree of any court or Governmental Authority applicable to such Person, certificate (E) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument executed to which such Person is a party or by which such Person or any of its property is bound, (F) do not result in the creation or imposition of any Lien upon any of the property of such Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant heretoto this Guaranty, (G) do not require the consent or approval of any Governmental Authority or any other Person, except as has been previously obtained and (H) do not result in an Event of Dissolution or any Trigger Event; (iii) that attached thereto are true, correct and current copies of (A) all partnership, corporate and company resolutions and other authorizations of the Company’s Certificate limited partnership panel, board of Incorporation directors, management committee or other managing bodies of the Guarantors, the Managing GP and bylaws the Corporate GP which were adopted and approved in effect on the Closing Dateconnection with, and (B) necessary to permit, the certificate evidencing execution, delivery and performance of this Guaranty by of on behalf of either of the good standing Guarantors and all other agreements, documents and instruments executed and delivered by or on behalf of Company as either of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserGuarantors in connection herewith; and (iv) the Registration Rights Agreement duly incumbency and true or facsimile signatures of all officers of the Corporate GP on behalf of the Managing GP and the Guarantors which will or have executed and delivered this Guaranty or any other agreements, documents or instruments executed and delivered by each Purchaser.or in behalf of either of

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the followingfollowing to be effective concurrently with the Closing and no transaction shall be deemed to have been completed or any document delivered until all such Transaction have been completed and all required documents delivered: (i) this Agreement duly executed by the CompanyAgreement; (ii) a Note with copy of a principal amount as set forth on share certificate evidencing the signature page hereto equal to each Purchaser’s Subscription Amount, registered issuance of the Shares in the name of the Nominee Company and an issuance letter from Company to the Nominee Company. The Shares shall be credited to each of the securities accounts opened by their respective Purchaser with members of the TASE, in the names and in such Purchaseramounts set forth on Schedule I, hereto; (iii) the Registration Rights Agreement duly executed a certificate signed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) chief executive officer and chief financial officer of the Company, dated as of the Closing Date, in which such officer shall certify to the effect that the conditions set forth in Section 2.3(b) have been fulfilledsatisfied; (iv) a certificate signed by the Secretary of the Company or the General Counsel of the Company, dated as of the Closing Date, certifying: (i) the resolutions of the Board of Directors of the Company evidencing approval of the Transaction Documents and consummation of the Transaction contemplated therein and other matters contemplated hereby; (ii) a copy of the Articles of Association of the Company; (iii) copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement; and (iv) the names, titles and signatures of the officers of the Company authorized to sign any of the Transaction Documents, together with the true signatures of such officers; and Purchaser shall have received an opinion from Company Counsel, dated the Closing Date, substantially in the form attached hereto on Exhibit I; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Registration Rights Agreement, or any other agreement, certificate or other instrument duly executed pursuant hereto, and (iii) copies of (A) by the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the followingfollowing to be effective concurrently with the Closing and no transaction shall be deemed to have been completed or any document delivered until all such Transaction have been completed and all required documents delivered: (i) this Agreement duly executed by such Purchaser; (ii) such the Purchaser’s Subscription Amount;Amount by wire transfer to the account as specified in writing in escrow for the Company after all of the other Closing Conditions have been satisfied; and (iii) Accredited Investor Questionnaire the Registration Rights Agreement, duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit C attached hereto; (iii) a Note with a principal amount as set forth on the signature page hereto equal to of $1.00 for each Purchaser’s $0.90 of Subscription Amount, Amount paid by each Purchaser registered in the name of such Purchaser; (iiiiv) Warrants in the Registration Rights Agreement duly executed form of Exhibit B hereto registered in the names of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of such Purchaser’s principal Note amount divided by the CompanyConversion Price in effect on the Closing Date with a per share Exercise Price of $1.20, subject to adjustment as provided therein; (ivv) the Lockup Agreement signed by each of the holders of the Company’s securities identified on Schedule 2.2(a)(v); (vi) a certificate executed on behalf of the Company by its Principal Executive Officer or and Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (vvii) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of the Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of the Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of the Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate Articles of Incorporation and bylaws Association in effect on the Closing Date, and (B) the certificate evidencing the good standing existence of Company as of a day within five (5) Business Days prior to the Closing Date.; and (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed by each PurchaserCompany.

Deliveries. (a) On or prior to the Closing Dateeach Closing, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) as to the Initial Closing, this Agreement duly executed by the Company; (ii) as to each Closing, a Note with a principal amount certificate representing the number of shares of Preferred Stock as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserSchedule 1; (iii) as to the Initial Closing, the Registration Rights Agreement duly executed by the Company; (iv) as to the Initial Closing, the Leak Out Agreement duly executed by the Company; (v) as to each Closing, the Company shall have delivered to the Purchaser a certificate certificate, in the form acceptable to the Purchaser and its counsel, executed on behalf by the secretary of the Company dated as of the Closing Date, as to (i) the resolutions as adopted by its Principal Executive Officer the Company’s board of directors in a form acceptable to the Purchaser, (ii) certificate of incorporation or other organizational document of each of the Company, and (iii) the Bylaws or other organizational document of the Company, each as in effect at the applicable Closing; (vi) as to each Closing, the Purchaser shall have received a certificate, duly executed by the Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of each the Closing Date, confirming compliance with Section 2.3(a)(i) and (ii) below and as to such other matters as may be reasonably requested by the Purchaser and its counsel in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andform acceptable to the Purchaser; (vvii) as to the Initial Closing, a certificate executed on behalf evidencing the formation and good standing of the Company in each such entity’s jurisdiction of formation issued by its Secretary’s certificate containing the Secretary of State (ior comparable office) copies of the text such jurisdiction of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company formation as of a day date within five (5) Business Days prior days of applicable Closing Date; (viii) as to the Initial Closing, a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within five (5) days of the applicable Closing Date; (ix) as to the Initial Closing, the Company shall have delivered to the Purchaser a certified copy of its certificate of incorporation, as amended, as certified by the Delaware Secretary of State within five (5) days of the Closing Date; (x) as to each Closing, an opinion of counsel to the Company, in such form as reasonably acceptable to the Purchaser; (xi) as to the Initial Closing, the Company shall have delivered the consent of the holder of the Debentures for the establishment of the Segregated Cash Account; and (xii) as to each Closing, the Company and the Subsidiaries shall have delivered to the Purchaser such other documents, instruments, opinions or certificates relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request. (b) On or prior to each Closing, the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) as to the Initial Closing, this Agreement duly executed by such the Purchaser; (ii) such Purchaser’s Subscription Amountas to the Initial Closing, the Initial Closing Purchase Price subject to the closing by wire transfer; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) as to the Initial Closing, the Purchaser shall deliver the Registration Rights Agreement duly executed by each the Purchaser; (iv) as to the Initial Closing, the Purchaser shall deliver the Leak Out Agreement duly executed by the Purchaser; and (v) as to the Subsequent Closing, the Subsequent Closing Purchase Price subject to the closing by wire transfer.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company, Corporate Guarantor and Personal Guarantor; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit D attached hereto; (iii) a Note with a principal amount as set forth on the signature page hereto equal to of $1.00 for each $0.86956 paid by each Purchaser for such Purchaser’s Subscription AmountNote, registered in the name of such Purchaser; (iiiiv) Warrants in the form of Exhibit B registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Note principal amount divided by the Conversion Price in effect on the Closing Date with a per share exercise price equal to $0.30, subject to adjustment as provided therein; (v) Incentive Shares at the rate of 2.8986 Incentive Shares for each $1.00 of Note principal issued to such Purchaser; (vi) the Registration Rights Escrow Agreement duly executed by the CompanyCompany and Escrow Agent; (ivvii) a certificate executed on behalf of the Company by its Principal Executive Officer or and Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that that, to the best of his knowledge, the conditions set forth in Section 2.3(b) have been fulfilled; and (vviii) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, and (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount;Amount by wire transfer or as otherwise permitted under the Escrow Agreement, to the Escrow Agent; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Escrow Agreement duly executed by each such Purchaser.

Deliveries. At the Closing on the Closing Date: (a) On each Seller will deliver to Buyer: (i) certificates representing the Company Shares, duly endorsed (or prior accompanied by duly executed stock powers); (ii) a statement of the chief executive officer and chief financial officer of the Company, that there are no material liabilities, claims, debts, accounts or litigation that are not shown on the Company Balance Sheets, the Schedules to this Agreement or made in writing to the Buyer in writing. (iii) a certificate executed by the Company, representing and warranting to Buyer that, except as otherwise stated in such certificate, each of the Company’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date, ; (iv) the appropriate shareholders or board of directors resolutions appointing one designee of the Buyer to the board of directors of the Company; (v) certified copy of the resolutions duly adopted by the board of directors of the Company shall approving this Agreement and consummation of the transactions contemplated hereby; (vi) statement of good standing, absence of litigation, and transfer of financial statements per Exhibit C. (b) Buyer will deliver or cause to be delivered to each Purchaser the followingSellers: (i) this Agreement duly executed by the Companyportion of the Purchase Consideration payable in cash as described in paragraph 2.3 above, with the $300,000 cash consideration or promissory note being paid to each Seller in the amount listed on Exhibit “A’’; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in certificates evidencing the name of such PurchaserConsideration Shares; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf by Buyer to the effect that, except as otherwise stated in such certificate, each of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined Buyer’s representations and warranties in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated is accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect if made on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date; and. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire certified copies of resolutions duly executed adopted by each Purchaser; and (iv) the Registration Rights board of directors of Buyer approving this Agreement duly executed by each Purchaserand the consummation of the Purchase and the transactions contemplated hereby.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (viv) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly a legal opinion of Company Counsel, as to those matters set forth on Exhibit B attached hereto, that is reasonably satisfactory to Purchaser Majority; (ii) Copy of a new share certificate for the Shares registered under the name of the Registration Company of Bank Hapoalim Ltd., the registration company of the Company (the "Registration Company"); (iii) Copy of the notice of the Company to the Registration Company with respect to the issuance of the Shares (including all documents required by the Registration Company and/or Israeli Securities Laws, except for Form T87), with a stamp indicating the acceptance of such notice by the Registration Company (the "Registration Notice"), irrevocably instructing the Registration Company to credit the Shares to the Purchaser's Account, the details of which shall be provided by the Purchasers in writing to the Company at least 4 Business Days following the Escrow Date; (iv) The executed Warrants in the name of each Purchaser signed by the Company; (iiv) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserThe TASE Approval; (iiivi) A copy of an executed Form T87 reflecting the Registration Rights Agreement allocation of the Shares and the Warrants to the Purchasers; (vii) A certificate, duly executed by the Company; (iv) a certificate executed on behalf , confirming that, each of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions representations and warranties set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement Article III is full and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of if made on the Closing Date executed on behalf of and that the Company by has performed and complied in all material respects with all its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreementcovenants, or any other agreement, certificate or other instrument executed pursuant heretoagreements, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company undertakings as of a day within five (5) Business Days set forth herein required to be performed at or prior to the Closing Date.Date (the “Company Certificate”); and (viii) Duly executed copy of the minutes, or a certified Corporate Secretary extract thereof, of the resolutions of the Board of Directors approving the Transaction Documents, and all corporate proceedings and required approvals related thereto, as required by Chapter 5 of the Companies Law have been obtained, all in accordance with the provisions of Section 282 of the Companies Law (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) The details of the Purchaser Account. (c) At the Closing, the Company shall file with the TASE the T87 Form, and immediately thereafter shall deliver such executed T87 form to the Registration Company. (d) No later than 4 Business Days following the Escrow Date, the Escrow Agent shall confirm in writing to the Company that the entire Subscription Amount is deposited in the Escrow Account. Upon the fulfillment of all conditions to the Closing set forth in this Agreement duly executed as confirmed to the Escrow Agent by Company and Purchasers' Israeli Counsel, the Subscription Amount shall be held by the Escrow Agent on behalf of the Company without any restrictions whatsoever as of the time that the Company files the Form T87 with the TASE. Subsequent to such Purchaser; filing of Form T87, the Escrow Agent shall deliver by wire transfer, subject to the terms of the Escrow Agreement (ii) such Purchaser’s which shall reflect, inter alia, the provisions of this sub-Section ‎2.2(c)), to the Company the Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On In a form, scope and substance satisfactory to Agent, the Guarantors shall deliver or prior cause to be delivered, to Agent (or to the Closing Dateextent the items described below are to be executed or delivered by the Administrative GP, its officers, directors or attorneys, or otherwise relate to the Irrevocable Instruction, the Company Guarantors shall exert their reasonable commercial efforts to deliver or cause to be delivered to Agent), as soon as practicable following the execution of this Guaranty, the Credit Agreement and the L/C Agreement, each Purchaser of the following: (i) this Agreement duly executed by the CompanyIrrevocable Instruction; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated Pegasus Investors GP, Inc., a Delaware corporation ("Corporate GP"), as general partner of Pegasus Investors, L.P., a Delaware limited partnership and the managing general partner of each Guarantor (the "Managing GP"), certifying (A) that attached thereto are true, correct and current copies of the Closing Date certifying to Partnership Agreements, the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as agreement of limited partnership of the Closing Date Managing GP and the certificate of incorporation and bylaws of the Corporate GP (in each case, including any and all signatures, exhibits, schedules, annexes and amendments thereto, as applicable); (B) that the execution, delivery and performance of this Guaranty and all other agreements, documents and instruments executed and delivered in connection herewith by the Guarantors, the Managing GP and the Corporate GP, individually or on behalf of Company by its corporate secretary the Guarantors (or either one of its assistant them) (1) are within the partnership, corporate secretaries certifying the office power (as applicable) of each officer such Person, (2) have been duly authorized by all necessary and proper partnership, corporate, partner or shareholder action (as applicable) of Company executing this Agreementsuch Persons, (3) do not contravene any provision of such Person's partnership agreement, certificate of incorporation or bylaws, (4) do not violate any law or regulation, or any other agreementorder or decree of any court or Governmental Authority applicable to such Person, certificate (5) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound, (6) do not result in the creation or imposition of any Lien upon any of the property of such Person other than those in favor of Agent, on behalf of itself and Lenders, pursuant to this Guaranty, (7) do not require the consent or approval of any Governmental Authority or any other Person except as has been previously obtained and (8) do not result in an Event of Dissolution or any Trigger Event; (C) that attached thereto are true, correct and current copies of all partnership and corporate resolutions and other authorizations of the limited partnership panel, board of directors, management committee or other managing bodies of the Guarantors, the Managing GP and the Corporate GP which were adopted and approved in connection with, and necessary to permit, the execution, delivery and performance of this Guaranty by of on behalf of either of the Guarantors and all other agreements, documents and instruments executed pursuant heretoand delivered by or on behalf of either of the Guarantors in connection herewith; (D) the incumbency and true or facsimile signatures of all officers of the Corporate GP on behalf of the Managing GP and the Guarantors, which will or have executed and delivered this Guaranty or any other agreements, documents or instruments executed and delivered by or in behalf of either of the Guarantors in connection herewith and (E) that no Event of Dissolution or other Trigger Event has occurred and is continuing; (iii) a certificate of the company secretary (or other equivalent) of Pegasus Administration Limited, a Cayman Islands limited duration company and the administrative general partner of each Guarantor (the "Administrative GP"), certifying (A) that attached thereto are true, correct and current copies of the charter and bylaws of the Administrative GP (including any and all signatures, exhibits, schedules, annexes and amendments thereto); (B) that the execution, delivery and performance of the Irrevocable Instruction and all other agreements, documents and instruments executed and delivered in connection therewith by the Administrative GP, (1) are within the company power of the Administrative GP, (2) have been duly authorized by all necessary and proper company action of the Administrative GP, (3) do not contravene any provisions of the Administrative GP's charter or bylaws, (4) do not violate any law or regulation, or any order or decree of any court or Governmental Authority applicable to the Administrative Agent, and (iii5) do not require the consent or approval of any Governmental Authority or any other person, except as has been previously obtained, (C) that attached thereto are true, correct and current copies of all company resolutions and other authorizations of the board of directors or other managing body of the Administrative GP which were adopted and approved in connection with, and necessary to permit, the execution, delivery and performance of the Irrevocable Instruction on behalf of the Administrative GP and all other agreements, documents and instruments executed and delivered by the Administrative GP and (D) the incumbency and true or facsimile signatures of all officers of the Administrative GP which will or have executed and delivered the Irrevocable Instruction or any other agreements, documents or instruments executed and delivered by the Administrative GP in connection therewith; (iv) certificates of limited partnership of each Guarantor and the Managing GP, and a certificate of incorporation of the Corporate GP, in each case certified, as of a date no earlier than thirty (30) days prior to the date on which the Irrevocable Instruction is executed and delivered, by the Secretary of State of Delaware together with good standing certificates of such Person from the Secretary of State of Delaware, and certificates of existence and good standing with respect to the Administrative GP certified by the Cayman Islands (or appropriate agency thereof) as of a date no earlier than thirty (30) days prior to the date on which the Irrevocable Instruction is executed and delivered; and (v) an opinion of counsel to the Guarantors, the Managing GP and the Corporate GP, favorably addressing, as a matter of Delaware partnership and corporate law and New York law, as applicable, as to this Guaranty, substantially in the form delivered by such counsel as of October 27, 1997 with respect to that certain Limited Supplemental Guaranty of even date herewith; and (vi) an opinion of counsel to the Administrative GP, favorably addressing, as a matter of the laws of the Cayman Islands, (A) the Company’s Certificate organization, existence and good standing in the jurisdiction of Incorporation organization and bylaws in effect on principal place of business of the Closing DateAdministrative GP, and (B) each of the certificate evidencing matters described in Section 3(a)(iii)(B) hereof, (C) the good standing enforceability of Company as the provisions of a day within five the Irrevocable Instruction against the Administrative GP and (5D) Business Days prior to the Closing Dateirrevocability of the Irrevocable Instruction. (b) On or prior Promptly following the execution and delivery by Borrower to the Closing DateGuarantors of the "Litigation Warrants" referred to defined in and in accordance with the Series A Preferred Stock Documents and delivery by Borrowers of the Litigation Warrant Opinion (or waiver thereof by the Guarantors), each Purchaser the Guarantors shall deliver or cause to be confirm such occurrence in a writing delivered to the Company the following: Agent and shall deliver to Agent a certificate (i) this Agreement duly executed by setting forth a calculation of (and showing in reasonable detail) the Net Assets and Unpaid Capital Obligations of each Guarantor, and the Aggregate Net Capital and Aggregate Portfolio Cash Flow as of the date of such Purchaser; certification and (ii) stating that each of the representatives and warranties set forth in Section 4 hereof are true and correct as of the date thereof. Promptly following Agent's receipt of each of the items described in Section 3(a) hereof and the Guarantors written confirmation and certification referred to in the immediately preceding sentence (or waiver thereof by Agent), Agent shall confirm such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) occurrence in a writing delivered to Guarantors. Upon Agent's delivery of such confirmation and the Registration Rights Agreement duly executed by each Purchaserissuance of the Litigation L/C, and notwithstanding anything herein or any fact to the contrary, the Effectiveness Conditions shall, for all purposes of this Guaranty, be deemed to have been satisfied and the Effective Date shall be deemed to have occurred.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Existing Noteholder the following: (i) this Agreement duly executed by evidence of the Companynumber of shares of the Exchanged Shares issued to such Existing Noteholder having been issued in book-entry form to such Existing Noteholder; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in Payoff Letter duly executed by the name of such PurchaserCompany and the other parties thereto; (iii) evidence that the Registration Rights Agreement duly executed by Exchanged Shares have been approved, subject to official notice of issuance, for listing on the CompanyTrading Market; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer Company’s Secretary or Chief Executive Officer (each as defined in the Exchange Act) another authorized officer of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws bylaws, as then in effect and attached thereto, (B) the resolutions adopted by the Board of Directors authorizing the transactions contemplated hereby and (C) as to the signatures and authority of the Persons signing the Transaction Documents and related documents on behalf of the Company; (v) a certificate of the Company signed on behalf of the Company by an executive officer and dated as of the Closing Date, and certifying that the conditions in Section 2.4(a) (Bother than clause (vi) thereof) have been satisfied; and (vi) evidence that the certificate evidencing Payoff Amount (as defined in the good standing of Company as of a day within five (5Payoff Letter) Business Days prior has been received by the applicable parties to the Closing Datewhich such amount is owed. (b) On or prior to the Closing Date, each Purchaser Existing Noteholder shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchasersuch Existing Noteholders; and (ii) the Payoff Letter duly acknowledged and countersigned by such Existing Noteholders.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto; (iii) a principal amount as set forth copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on the signature page hereto an expedited basis, a certificate evidencing a number of Shares equal to each such Purchaser’s Subscription AmountAmount divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (iiiiv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 80% of the number of Shares acquired by such Purchaser pursuant hereto, with an exercise price equal to $2.90, subject to adjustment therein; (v) a certificate dated as of the Closing Date and signed by an officer of the Company certifying as to the truth and accuracy of the representations and warranties of the Company contained in this Agreement and the satisfaction of all obligations, covenants and agreements by the Company required to be performed or complied with at or prior to the Closing Date; (vi) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, certifying as to the: (w) resolutions adopted by the Company’s Board of Directors in a form reasonably acceptable to the Purchasers, (x) the Company’s Certificate of Incorporation, as effective as of the Closing Date, (y) the Company’s Bylaws as effective on the date hereof and as of the Closing Date, and (z) signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary; (vii) a recent good standing certificate regarding the Company from the office of the Secretary of State of the State of Delaware; and (viii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer to the account as specified in writing by the Company; and (iviii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription AmountNote, registered in duly executed by the name of such PurchaserCompany; (iii) the Registration Rights Agreement Agreement, duly executed by the Company; (iv) a certificate the Security Agreement, duly executed on behalf of by the Company; (v) the Subsidiary Guarantee, duly executed by the Company’s Subsidiaries; (vi) the Transfer Agent Instruction Letter, duly executed by the Company by its Principal Executive Officer or Chief Executive Officer and the Transfer Agent; (each as defined in vii) the Exchange Act) opinion of Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Company’s counsel, dated as of the Closing Date; (viii) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date; (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which such officer shall certify that the conditions set forth in Section 2.3(bCompany conducts business and is required to so qualify, as of a date within ten (10) have been fulfilled; anddays of the Closing Date; (vx) a certified copy of the Company’s articles of incorporation, as certified by the Secretary of State of California within two (2) days of the Closing Date; (xi) a certificate executed on behalf by the Secretary of the Company by its Secretary’s certificate containing and dated as of the Closing Date, as to (i) copies the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the text Purchaser, approving (A) the entering into and performance of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions issuance, offering and actions contemplated hereby and thereby, which shall be accompanied by a certificate sale of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, Securities and (B) the certificate evidencing performance of the good standing Company and each of Company its Subsidiaries of their respective obligations under the Transaction Documents contemplated therein, (ii) the Company’s articles of incorporation and (iii) the Company’s bylaws, each as of a day within five in effect at the Closing; and (5xii) Business Days prior such other documents, instruments or certificates relating to the Closing Datetransactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement Agreement, duly executed by such the Purchaser; (ii) such the Purchaser’s Subscription AmountAmount by wire transfer to the account specified in writing by the Company; (iii) Accredited Investor Questionnaire the Registration Rights Agreement, duly executed by each the Purchaser; and (iv) the Registration Rights Agreement Security Agreement, duly executed by each the Purchaser.

Deliveries. (a) On or prior to At the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingClosing: (i) Each Purchaser shall pay to Parent, on behalf of the Seller, an amount in cash equal to such Purchaser’s Aggregate Cash Payment Amount by wire transfer of immediately available funds to the account designated in writing by Parent to such Purchaser prior to the Closing. (ii) Each Purchaser shall deliver to Parent a certificate of a duly authorized executive officer of such Purchaser certifying as to the matters set forth in Section 8.01(a) and Section 8.01(b). (iii) Each Purchaser shall deliver to Parent a true and complete copy, certified by the Secretary or an Assistant Secretary of such Purchaser, of the resolutions duly and validly adopted by the Board of Directors or members of such Purchaser evidencing their approval and authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (iv) EBS Acquisition LLC and Master LLC shall each deliver to Parent a release, the form of which is attached hereto as Exhibit 2.02(b)(iv). (v) Parent shall deliver to each Purchaser a certificate of a duly authorized executive officer of Parent certifying as to the matters set forth in Section 8.02(a), Section 8.02(b) and Section 8.02(d). (vi) Parent shall deliver to each Purchaser a true and complete copy, certified by the Secretary or an Assistant Secretary of Parent, of the resolutions duly and validly adopted by the respective Board of Directors of Parent and the Seller evidencing their approval and authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (vii) Parent shall deliver to each Purchaser an affidavit of non-foreign status duly executed by the Company;Seller in a form that is in compliance with Section 1445 of the Code and the Regulations promulgated thereunder and reasonably satisfactory to the Purchasers. (iiviii) a Note with a principal amount as set forth on the signature page hereto equal Parent shall deliver to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Purchaser evidence reasonably satisfactory to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedof the resignation, (ii) an incumbency certificate dated effective as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office Closing, of each officer director of Company executing this Agreement, the Companies and of EBS Executive Incentive Plan LLC designated (directly or any other agreement, certificate indirectly) by Parent or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateSeller. (bix) On or prior Parent shall deliver to each Purchaser evidence reasonably satisfactory to the Closing DatePurchasers of a valid election by Master LLC, each Purchaser shall deliver or cause pursuant to be delivered to Section 754 of the Company the following:Code and effective as of November 16, 2006. (ix) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by Parent and the Seller shall each Purchaser; and (iv) deliver to Master LLC, EBS Acquisition LLC and the Registration Rights Agreement duly executed by each PurchaserPurchasers a release, the form of which is attached hereto as Exhibit 2.02(b)(x).

Deliveries. On the Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: (i) A certificate of each of the Loan Parties signed by an Authorized Officer, dated the Closing Date stating that the Loan Parties are in compliance with each of their representations, warranties, covenants and conditions hereunder and no Event of Default or Potential Default exists and no Material Adverse Change has occurred since the date of the last audited financial statements of ATI and its Subsidiaries delivered to the Administrative Agent. (ii) A certificate dated the Closing Date and signed by the Secretary, an Assistant Secretary, Officer or Manager, as the case may be, of each of the Loan Parties, certifying as appropriate as to: (a) On all action taken by each Loan Party in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to the continued existence and good standing of each Loan Party in each state where organized or qualified to do business. (iii) A good standing certificate for each Loan Party dated not more than sixty (60) days prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed issued by the Company; (ii) a Note with a principal amount Secretary of State or other appropriate official of each Loan Party’s jurisdiction of incorporation or formation, as set forth on the signature page hereto equal to case may be, and each Purchaserjurisdiction where the conduct of each Loan Party’s Subscription Amount, registered in business activities or the name ownership of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Companyits properties necessitates qualification; (iv) a certificate executed on behalf This Agreement and each of the Company other Loan Documents signed by an Authorized Officer. (v) A written opinion of counsel for the Loan Parties, dated the Closing Date for the benefit of the Administrative Agent and each Lender and in form and substance satisfactory to the Administrative Agent and its Principal Executive counsel. (vi) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, in form and substance satisfactory to the Administrative Agent and its counsel. (vii) A duly completed Compliance Certificate as of March 31, 2007, signed by an Authorized Officer of ATI; (viii) All material consents required to effectuate the transactions contemplated hereby; (ix) Evidence that (i) no litigation, investigation or Chief Executive Officer proceeding before or by any arbitrator or Official Body shall be continuing or threatened against any Loan Party or against the officers or directors of any Loan Party (each as defined A) in connection with the Loan Documents or any of the transactions contemplated thereby and which, in the Exchange Actreasonable opinion of Administrative Agent, is deemed material or (B) which could, in the reasonable opinion of Administrative Agent, constitute a Material Adverse Change; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to any Loan Party or the conduct of its business or inconsistent with the due consummation of the Company, dated as transactions contemplated by this Agreement shall have been issued by any Official Body; (x) A copy of the Projections; (xi) A Lien search in acceptable scope and with acceptable results (including results with respect to judgment and tax Lien searches to be provided after the Closing DateDate with respect to certain Loan Parties at certain additional (secondary) locations of such Loan Parties); (xii) Evidence that all necessary termination statements, release statements and other releases in which such officer shall certify that the conditions set forth in Section 2.3(bconnection with all Liens (other than Permitted Liens) have been fulfilledfiled or satisfactory arrangements have been made for such filing (including payoff letters, if applicable); (xiii) Evidence of the amount and nature of all contingent liabilities of the Loan Parties including tax, ERISA, employee retirement benefit and other contingent liabilities as more fully set forth on Schedule 5.1.12; and (vxiv) a certificate executed on behalf of Such other documents in connection with such transactions as the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary Administrative Agent or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datesaid counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. At the Closing : (a) On or prior Sellers will deliver to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingBuyer: (i) this Agreement certificates representing 100% of the Sellers’ Shares, duly endorsed or accompanied by duly executed by the Company;stock powers (ii) a Note with a principal amount certificate executed by each Seller representing and warranting to Buyer that, except as set forth otherwise stated in such certificate, each of the Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the signature page hereto equal to each Purchaser’s Subscription AmountClosing Date, registered in the name except that representations and warranties that are by their express provisions made as of a specific date need be true and correct only as of such Purchaserspecific date; (iii) the Registration Rights Agreement duly a certificate executed by Company representing and warranting to Buyer that, except as otherwise stated in such certificate, each of Company’s representations and warranties in this Agreement was accurate in all respects as of the Companydate of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date, except that representations and warranties that are by their express provisions made as of a specific date need be true and correct only as of such specific date; (iv) a certificate executed on behalf of good standing; (v) appropriate board resolutions and shareholder’s consents granting the Company and its officers the authority to enter into this transaction; and (vi) an attorney’s opinion in the form of APPENDIX B to this Agreement stating, among other things, that the Company is in good standing, has no material claims or litigation and is licensed and authorized to do business in the states in which it is presently conducting business. (vii) appropriate documents converting all loans to Company from shareholders or other related parties into equity, except for the debt in the amount of $125,000 loaned to Company by ▇▇▇▇ ▇▇▇▇▇▇▇, which is secured by the home of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) shareholder. It is agreed that this loan shall be converted into preferred stock of the Company, dated as and shall be redeemed from the operating cash flow of the Closing DateCompany, in which such officer without the approval of the TBeck. The preferred stock shall certify that remain part of the conditions set forth in Section 2.3(b) have been fulfilled; andoutstanding shares of the Company and will not be transferred to the Buyer. (vb) Buyer will deliver to Company: (i) written resignation of the entire board of directors of the Buyer, as well as its officers, with a consent to appoint to the board of directors of the Buyer the appointees of the Seller, which shall include one designee of TBeck on such board. (ii) a certificate executed on behalf by Buyer to the effect that, except as otherwise stated in such certificate, each of the Company by its SecretaryBuyer’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve representations and warranties in this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated is accurate in all material respects as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed if made on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (biii) On or prior to a financial statement of the Closing Date, each Purchaser shall deliver or cause to be delivered to Buyer showing no assets and no liabilities at the date of the Closing. (iv) a certificate of god standing from Buyer’s state of incorporation dated within three days of closing. (v) Appropriate board resolutions and shareholder’s consents granting the Company and its officers the following: (i) authority to enter into this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchasertransaction; and (ivvi) an attorney’s opinion in the Registration Rights form of Appendix B to this Agreement stating, among other things, that no third-party consents are necessary to consummate this transaction, that the Company is in good standing, has no material claims or litigation and is licensed and authorized to do business in the jurisdictions in which it is presently conducting business, and legally issued the Buyer’s common stock. (vii) Prior to the Closing, the Buyer shall have taken all corporate action necessary to amend and restate its Articles of Incorporation and have such Amended Articles be effective immediately following the Closing. (c) Buyer will issue and deliver to Sellers, free and clear of all liens, charges, encumbrances and restrictions of any kind (other than those imposed pursuant to the terms of this Agreement), 22,000,000 shares of the restricted Buyer Common Stock to Sellers on a pro rata basis of their holdings of Company Stock. The exact number of shares to be issued to each seller is set forth on Schedule 1, Sellers. (1) Paragraph 2.3(c) immediately above notwithstanding, Buyer shares will be issued at Closing only to Sellers who tender their Company shares at Closing with duly executed stock powers. (d) Buyer will issue and deliver to TBeck, free and clear of all liens, charges, encumbrances and restrictions of any kind (other than those imposed pursuant to the terms of this Agreement), 4,000,000 shares of the restricted Buyer Common Stock and 14,000,000 of the free trading stock of the Buyer’s Common Stock. (e) TBeck will deliver to Buyer $1,000,000 in net equity funds. Payment shall be made by each PurchaserTBeck’s forgiveness of the $506,000 loan made by TBeck to the Company prior to Closing; by payment by TBeck of $250,000 for the acquisition costs of Buyer and other expenses incurred by TBeck in connection with this Agreement, and the issuance of a promissory note that has been issued to the Company by TBeck in the original principal amount of $500,000. Such note now has a reduced principal of $244,000. In this connection, TBeck will deliver any evidence of indebtedness relating to the loan and a release from the loan in form acceptable to the Company, and shall release any claim to the 1,126,745 shares of the stock of the Company that had been held in the name of TBeck and 3 JP since the original funding.

Deliveries. (a) On or prior to the Closing Date, the Company shall execute and deliver or cause to be delivered to each Purchaser the following, each fully executed by the appropriate authorized officer or officers of the Company: (i) this Agreement duly executed by the Company(along with all Disclosure Schedules); (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserDebenture; (iii) the Registration Rights Agreement duly executed by the CompanyWarrant; (iv) a certificate executed on behalf the Security Agreement along with all Security Documents; (v) the Subordination Agreement; (vi) SBA Form 480 (Size Status Declaration), SBA Form 652 (Assurance of the Company by its Principal Executive Officer or Chief Executive Officer Compliance) and SBA Form 1031 (each as defined Portfolio Finance Report), Parts A and B, in the Exchange Actforms of Exhibit D, Exhibit E and Exhibit F, respectively, attached hereto; (vii) Approval by the Board of Directors of the Company, dated done in conformance with all applicable law and the Bylaws of the Company, certified by the Secretary of the Company as of the Closing Date, in which approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of this Agreement and the Transaction Documents, and authorizing execution, delivery, and performance thereof; (viii) A copy of the Certificate of Incorporation of the Company, as amended to date, certified by an official of the Company's jurisdiction of formation or incorporation and further certified by the Secretary of the Company not to have been altered or amended since certification by such officer shall certify that official; a Certificate of Good Standing dated within 30 days of the conditions set forth date first written above from the Secretary of State of the Company's jurisdiction of formation or incorporation; and a copy of the Bylaws of the Company, certified as true and correct by the Secretary of the Company; (ix) Payment of the origination and commitment fees, if any, referenced in Section 2.3(b) have been fulfilled2.1 hereof; and (vx) a certificate executed on behalf of the Company by its Secretary’s certificate containing (iSuch other instruments, documents or items as Purchaser may reasonably request. b) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on On the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount;Amount by wire transfer to the account as specified in writing by the Company; and (iii) Accredited Investor Questionnaire the Security Agreement, duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or The Corporation will deliver to the Agents prior to or concurrently with the Closing Datefiling of the Registration Statement, the Company shall deliver or cause to be delivered to each Purchaser the followingas applicable, unless otherwise indicated: (i) this Agreement duly executed concurrently with the filing of the Registration Statement, a “long-form” comfort letter of the Corporation’s auditors dated the date of the Registration Statement (with the requisite procedures to be completed by such auditor within two Business Days of the Companydate of such letter), in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors and officers of the Corporation, with respect to certain financial and accounting information relating to the Corporation in the Registration Statement, which letter shall be in addition to the auditors’ reports incorporated by reference in the Registration Statement; (ii) a Note with a principal amount as set forth copies of correspondence from the CSE, if any, indicating that the application for the listing for trading on the signature page hereto equal CSE of the Underlying Shares have been approved for listing subject only to each Purchaser’s Subscription Amount, registered in satisfaction by the name Corporation of such Purchasercustomary listing conditions imposed by the CSE; (iii) a certificate dated the date of the Registration Rights Agreement duly executed Statement, addressed to the Agents and signed by the Company; (iv) a certificate executed Chief Executive Officer and the Chief Financial Officer of the Corporation, certifying for and on behalf of the Company Corporation, and not in their personal capacities, after having made due inquiries, with respect to the following matters: A. the Corporation has complied in all material respects (except where already qualified by its Principal Executive Officer a materiality or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing DateMaterial Adverse Effect qualification, in which such officer shall certify that case the Corporation has complied in all respects) with all the covenants and satisfied in all material respects (except where already qualified by a materiality or Material Adverse Effect qualification, in which case the Corporation has satisfied in all respects) all the terms and conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement on its part to be complied with and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On satisfied at or prior to the Closing Datedate of the Registration Statement; B. no order, each Purchaser shall deliver ruling or cause to be delivered determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the issue of the Units, Unit Shares or Warrants or any of the Corporation’s issued securities, having been issued, and no proceeding for such purpose being, to the Company knowledge of such officers, threatened or pending; C. the following: (i) representations and warranties of the Corporation contained in this Agreement duly executed by and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement being true and correct in all material respects (or, in the case of any representation or warranty containing a materiality or Material Adverse Effect qualification, in all respects) as at the date of the Registration Statement (other than those that speak to a specific time, in which case they shall have been true and correct in all material respects at such Purchaser;time), with the same force and effect as if made on and as at such date; and D. since the initial Closing Time, there having been no material adverse change, financial or otherwise, in the assets, liabilities (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchasercontingent or otherwise), capital, business, prospects or results of operations of the Corporation and the Subsidiaries on a consolidated basis; and (iv) upon the effectiveness of the Registration Rights Agreement duly executed by each PurchaserStatement, an opinion of the United States legal counsel to the Corporation, in form and substance reasonably satisfactory to the Corporation’s transfer agent, addressed to the transfer agent that all restrictive legends can be removed from Offered Securities and the Compensation Securities.

Deliveries. At the Closing: (a) On or prior to the Closing DateSeller will deliver, the Company shall deliver or cause to be delivered delivered, the following to each Purchaser the followingBuyer: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companycertificate, dated as of the Closing Date, in which such signed by an officer shall certify of Seller certifying that the conditions set forth in Section 2.3(b) Sections 6.2 and 6.3 have been fulfilledsatisfied; (ii) duly executed resignations of all directors and officers of the Sale Entities elected or appointed by Seller or its Affiliates effective as of the Closing; (iii) copies of the consents, authorizations, approvals, notices, filings and registrations obtained or made as contemplated by Section 3.10; (iv) a certificate complying with Section 1445 of the Code and Treasury Regulations thereunder, duly executed and acknowledged, certifying that Seller is not a foreign person; (v) (A) certificates representing the Class B Interests accompanied by transfer powers with respect to the Class B Interests, duly endorsed in blank, in proper form for transfer, with appropriate transfer stamps, if any, affixed, or (B) evidence reasonably satisfactory to Buyer that the certificates representing the Class B Interests will be delivered to Buyer promptly following the payment of the Existing Back-Leverage Financing and termination of the interest rate hedging arrangements associated with the Existing Back-Leverage Financing in accordance with Section 5.12; (vi) the Payoff Agreement; (vii) counterparts of each Swap Novation Agreement, duly executed by Seller and each other party thereto that is not Buyer or an Affiliate of Buyer; (viii) a counterpart of the Transition Services Agreement, duly executed by Seller; and (ix) all such other documents, agreements, or instruments as shall, in the reasonable opinion of Buyer and its counsel, be reasonably necessary in connection with the Contemplated Transactions, or required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement. (b) Buyer will deliver, or cause to be delivered, the following to Seller: (i) the Estimated Purchase Price required by Section 2.1(b) of this Agreement; (ii) a certificate, dated as of the Closing Date, signed by an officer of Buyer certifying that the conditions set forth in Sections 7.2 and 7.3 have been satisfied; (iii) copies of the consents, authorizations, approvals, notices, filings and registrations obtained or made as contemplated by Section 4.4; (iv) counterparts of each Swap Novation Agreement, duly executed by each party thereto that is Buyer or an Affiliate of Buyer; (v) a certificate executed on behalf counterpart of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Transition Services Agreement, or any other agreement, certificate or other instrument duly executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date.by Buyer; and (bvi) On all such other documents, agreements, or instruments as shall, in the reasonable opinion of Seller and its counsel, be reasonably necessary in connection with the Contemplated Transactions, or required to be delivered by Buyer at or prior to the Closing Date, each Purchaser shall deliver or cause Date pursuant to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserAgreement.

Deliveries. (a) On or prior The Purchaser shall have delivered to the Seller at the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (ia) this Agreement duly executed A certificate, in form and substance reasonably acceptable to the Seller, dated the Closing Date and signed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf an executive officer of the Company by its Principal Executive Officer or Chief Executive Officer (each Purchaser, certifying as defined in to the Exchange Act) fulfillment of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and7.1 and Section 7.2; (vb) a A certificate in form and substance reasonably acceptable to the Seller, dated the Closing Date, executed on behalf by an executive officer of the Company Purchaser, and attested to by its Secretary’s certificate containing the Secretary or Assistant Secretary of the Purchaser, and certifying: (i) copies of the text that attached thereto is a true and complete copy of the resolutions duly adopted by which the corporate action on the part Board of Directors of the Company necessary Purchaser authorizing the execution and delivery of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Closing Date; and (ii) as to approve the incumbency of the officers of the Purchaser executing this Agreement and the other Transaction Documents certificates delivered hereunder and their signatures; (c) A certificate in form and substance reasonably acceptable to the transactions and actions contemplated hereby and therebySeller, which shall be accompanied dated the Closing Date, executed by a certificate an executive officer of the corporate secretary Parent, and attested to by the Secretary or assistant corporate secretary Assistant Secretary of Company dated the Parent, and certifying: (i) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Director of the Parent authorizing the execution and delivery of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an as to the incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company the Parent executing this Agreement, Agreement and his or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaserher signature; (iid) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserA certificate of existence for the Purchaser from the Secretary of State of the State of Delaware; and (ive) A certificate of incorporation of Parent ("extrait K-bis"). In the event that the Closing does not take place on the Transfer Date, then, prior to the first Transfer, (i) the Registration Rights Agreement duly executed Purchaser shall deliver to the Seller on the Transfer Date the certificates described in Section 7.6 hereof, which certificate shall be dated the Transfer Date, and upon the delivery of such certificates from the Purchaser to the Seller, the conditions to Closing set forth in Sections 7.1, 7.2 and 7.6 hereof shall be deemed to be satisfied, and (ii) the Seller shall deliver to the Purchaser a certificate, which certificate shall be dated the Transfer Date and signed by each an executive officer of the Seller, stating that the conditions to Closing set forth in Sections 7.3, 7.4 and 7.5 are satisfied or, to the extent not satisfied, waived, and upon the delivery of such certificate from the Seller to the Purchaser, the conditions to Closing set forth in Sections 7.3, 7.4 and 7.5 shall be deemed to be satisfied.

Deliveries. (a) On or prior The Seller shall have delivered to the Purchaser at the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (ia) this Agreement duly executed A certificate, in form and substance reasonably acceptable to the Purchaser, dated the Closing Date and signed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf an executive officer of the Company by its Principal Executive Officer or Chief Executive Officer (each Seller, certifying as defined in to the Exchange Act) fulfillment of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and6.1, Section 6.2 and Section 6.7; (vb) a A certificate in form and substance reasonably acceptable to the Purchaser, dated the Closing Date, executed on behalf by an executive officer of the Company Seller, and attested to by its Secretary’s certificate containing the Secretary or Assistant Secretary of the Seller, and certifying: (i) copies that attached thereto is a true, correct and complete copy of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws of the Seller, including all amendments thereto, as in effect on the Closing Date; (ii) that attached thereto is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Seller authorizing the execution and delivery of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Closing Date; and (Biii) as to the incumbency of the officers of the Seller executing this Agreement and the certificates delivered hereunder and their signatures; (c) A certificate evidencing in form and substance reasonably acceptable to the Purchaser, dated the Closing Date, executed by an executive officer of the Company, and attested to by the Secretary or Assistant Secretary of the Company, and certifying: (i) that 62 attached thereto is a true, correct and complete copy of the Certificate of Incorporation of the Company, including all amendments thereto, as in effect on the Closing Date; (ii) that attached thereto is a true and complete copy of the resolutions duly adopted by the Boards of Director of each Subsidiary of the Company which is a party to one or more of the International Agreements authorizing the execution and delivery of such International Agreements, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the Closing Date; (d) Certificates of good standing of the Company and each of its Subsidiaries which is a U.S. Company from the Secretaries of State of each jurisdiction listed on Schedule 3.5 in which the Company and each of its Subsidiaries which is a U.S. Company are authorized to conduct business as of a day within five foreign corporation, each dated not earlier than ten (510) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (ive) A certificate of existence for the Seller from the Secretary of State of the State of Delaware. With regard to the conditions to the Closing set forth above, if the Closing does not take place on the Transfer Date, then, prior to the first Transfer, (i) the Registration Rights Agreement duly executed Seller shall deliver to the Purchaser the certificates described in Section 6.8 above, which certificates shall be dated the Transfer Date, and, upon delivery of such certificates by each the Seller to the Purchaser, the conditions to Closing set forth in Sections 6.1, 6.2, 6.7 and 6.8 above shall be deemed to be satisfied, (ii) the Seller shall cause the Persons listed on Schedule 6.6 hereto to deliver the resignations required to be delivered by Section 6.6 hereof, and upon delivery of such resignations, the conditions to Closing set forth in Section 6.6 shall be deemed to be satisfied, and (iii) the Purchaser shall deliver to the Seller a certificate, which certificate shall be signed by dated the Transfer Date and signed by an executive officer of the Purchaser, stating that the conditions to Closing set forth in Sections 6.3, 6.4 and 6.5 are satisfied or, to the extent not satisfied, waived, and upon the delivery of such certificate from the Purchaser to the Seller the conditions to Closing set forth Sections 6.3, 6.4 and 6.5 shall be deemed to be satisfied.

Deliveries. (a) On or prior to the Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) Upon the Company’s receipt of Exchange Approval, the Commitment Shares; (iii) a Note with a principal amount as set forth on the signature page hereto Principal Amount equal to the amount subscribed for at each Purchaser’s Subscription AmountClosing, registered in the name of the Purchaser, which Note shall become convertible upon the Company’s receipt of Exchange Approval in addition to the fulfillment of the other conditions for such PurchaserNote to become convertible set forth in the Transaction Documents; (iiiiv) the Registration Rights Agreement Warrants, duly executed by the Company; (ivv) the Transfer Agent Instruction Letter, duly executed by the Company and the Transfer Agent; (vi) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date; (vii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date; (viii) a certificate executed on behalf by the Secretary of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, and dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing as to (i) copies the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the text Purchaser, approving the entering into and performance of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions issuance, offering and actions contemplated hereby and thereby, which shall be accompanied by a certificate sale of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedSecurities, (ii) an incumbency the Company’s certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant heretoincorporation, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws bylaws, each as in effect on at the Closing DateClosing; and (ix) such other documents, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior instruments or certificates relating to the Closing Datetransactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this Agreement Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each the Purchaser; and (ivii) the Registration Rights Agreement duly executed Purchaser’s Subscription Amount by each Purchaserwire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, Warrant registered in the name of such PurchaserPurchaser to purchase up to a number of shares of Common Stock equal to 100% of the shares of Common Stock that such Purchaser could convert its Preferred Shares into, with an exercise price equal to $1.00, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (iii) a certified copy of the Articles of Incorporation of the Company, as amended to date, dated within 10 days of the Closing Date; (iv) a Certificate of Good Standing of the Company, dated within 10 days of the Closing Date; (v) a Certificate of the Secretary of the Company, in customary form; (vi) a Certificate of the Chief Executive Officer (“CEO”) of the Company, in customary form; (vii) a letter on Company letterhead containing the wire instructions for the Company’s bank account to which the Subscription Amounts should be delivered; (viii) the Registration Rights Agreement duly executed by the Company; (ivix) a certificate executed on behalf certificates of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledPreferred Shares; and (vx) an agreement with the Covered Executives providing for the compensation reduction and deferral described in this agreement, as necessary; and (xi) a certificate executed on behalf copy of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying amendment to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as Series A Preferred Stock designation filed with the State of Nevada reflecting the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws Series A Agreement in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Dateaccordance with Section 4.13. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (ivii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Purchaser shall deliver or cause to be delivered to each Purchaser have received the following: (i) this Agreement duly executed a complete and accurate Closing Financial Certificate, certified as such by the Companychief executive officer of Parent, containing such supporting documentation, information and calculations as are reasonably requested by Purchaser; (ii) a Note with a principal amount as set forth on the signature page hereto equal to properly completed and executed United States Internal Revenue Service Form W-9 from each Purchaser’s Subscription Amount, registered in the name of such PurchaserSeller and Management; (iii) resignations, effective as of the Registration Rights Agreement duly executed by Closing, of all of the managers, directors and officers of the Company, in form and substance reasonably satisfactory to Purchaser; (iv) Interest transfers, in form and substance reasonably satisfactory to Purchaser, duly executed by the registered holder thereof in favor of Purchaser; (v) a certificate certificate, dated the Closing Date and executed on behalf and delivered by a director (or similar authorized person) of each of the Company by its Principal Executive Officer or Chief Executive Officer (Selling Parties, certifying that each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b7.3(a) and Section 7.3(b) have been fulfilled; andsatisfied; (vvi) a certificate certificate, dated the Closing Date and executed on behalf and delivered by a director (or similar authorized person) of each Selling Party, certifying: (A) that attached thereto are the organizational documents of the Company by its Secretary’s certificate containing (i) copies as in effect at the time of the text of Closing, (B) that attached thereto are the resolutions by which (or similar authorizing documents) of such Selling Party authorizing the corporate action on the part execution, delivery and performance of the Company necessary to approve this Agreement and the other Transaction Documents transactions contemplated by this Agreement, and all such resolutions (or similar authorizing documents) are in full force and effect and are all of the resolutions (or similar authorizing documents) adopted in connection with the transactions contemplated hereby, and actions contemplated hereby (C) the names and thereby, which shall be accompanied by a certificate signatures of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Persons who are authorized to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed sign this Agreement on behalf of Company by its corporate secretary such Selling Party; (vii) a duly executed termination or one settlement agreement with the employees listed on Schedule 7.3(c)(vii) in form and substance reasonably satisfactory to Purchaser, (A) terminating such employees’ employment with IFM GmbH, (B) setting forth that any employment relationship between IFM GmbH or any of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, Affiliates and such employees have been validly terminated and (iiiC) copies certifying that such employees are not transferring from IFM GmbH to Odyssey GmbH pursuant to the Acquired Rights Directive (2001/23/EC) and its implementation in German law pursuant to Section 613a German Civil Code or otherwise; (viii) certificates duly executed by each Business Employee employed by IFM GmbH in form and substance reasonably satisfactory to Purchaser whereby such Business Employees waive their right to object to the transfer of their employment relationships from IFM GmbH to Odyssey GmbH prior to the expiration of the objection period pursuant to Section 613a(5) of the German Civil Code; (ix) certificates duly executed by (A) the Company’s Certificate of Incorporation and bylaws in effect employees listed on the Closing Date, Schedule 7.3(c)(vii) and (B) the certificate evidencing the good standing of Company as of a day within five (5employees listed on Schedule 7.3(c)(ix) Business Days prior in form and substance reasonably satisfactory to Purchaser certifying that such employees are not transferring from IFM GmbH to Odyssey GmbH pursuant to the Closing Date.Acquired Rights Directive (2001/23/EC) and its implementation in German law pursuant to Section 613a German Civil Code or otherwise; (bx) On or prior to employment contracts, Purchaser’s standard form of Confidentiality Agreement and other reasonable and customary employment documentation, duly executed by the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:Business Employees; (ixi) this an Adoption Agreement duly executed by such Purchaserthe Sellers to that certain Voting Agreement, dated as of August 31, 2021, by and among Purchaser and the stockholders of Purchaser party thereto, as amended; (iixii) such Purchaser’s Subscription Amountcomplete and accurate copies of the Ancillary Agreements executed and delivered by the parties thereto; (iiixiii) Accredited Investor Questionnaire a Termination Agreement, duly executed by each PurchaserManagement and the Company, terminating the Intercompany Services Agreement by and between the Company and Management, dated November 25, 2019; and (ivxiv) such other documents or instruments as Purchaser reasonably requests to consummate the Registration Rights Agreement duly executed transactions contemplated by each Purchaserthis Agreement.

Deliveries. (a) On At or prior to the Closing DateClosing, the Company shall deliver deliver, or cause caused to be delivered delivered, to each Purchaser Parent the following: (i) this Agreement duly executed by evidence, reasonably satisfactory to Parent, that Company has complied in all respects with the Companyrequirements under Section 228 and 262 of the DGCL; (ii) a Note with certificate of the Secretary of Company dated the Closing Date, in form and substance reasonably satisfactory to Parent as to the Company Certificate of Incorporation and the Company’s bylaws and Company being in good standing (including attaching the Company Certificate of Incorporation and Company’s bylaws and a principal amount as set forth on certificate of good standing dated not more than five (5) business days prior to the signature page hereto equal to each Purchaser’s Subscription Amount, registered in Closing issued by the name Secretary of such PurchaserState of the State of Delaware); (iii) a certificate of the Registration Rights Agreement duly executed by Chief Executive Officer and Chief Financial Officer of Company dated the CompanyClosing Date, in form and substance reasonably satisfactory to Parent, as to (A) Company not having paid any Transaction Expenses and (B) Company having taken all necessary and appropriate steps such that all Company Securities, including Company Options, will be treated as set forth in Article II; (iv) a certificate evidence, reasonably satisfactory to Parent, as to the termination of the Related Party Agreements (and the releases with respect thereto contemplated by Section 7.9); (v) evidence, reasonably satisfactory to Parent, as to the termination of the Employee Plans in accordance with Section 7.7, without any obligations or liabilities thereunder on the part of Company; (vi) the Certificate of Merger, duly executed by Company; (vii) Stockholders’ Written Consents necessary to secure the Requisite Stockholder Approval from holders of at least ninety-five percent (95%) of the shares of Company Stock (on behalf an as converted basis), duly executed and delivered by the holders of Company Stock that are parties thereto, and the duly executed Approval Certificate; (viii) an updated Section 3.2(a) of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyDisclosure Schedule, dated current as of the Closing Date; (ix) [intentionally omitted]; (x) a certificate duly executed by Company, in form and substance reasonably satisfactory to Parent, stating that no interest in Company is a United States real property interest within the meaning of Section 897 of the Code, which such officer shall certify that certificate (and delivery thereof) will comply in all respects with the conditions requirements set forth in Treasury Regulations Section 2.3(b) have been fulfilled1.1445-2(c)(3); and (v) a certificate executed on behalf provided, however, that if Company fails to deliver such certificate, the Closing shall proceed at Parent’s option, and Parent shall be entitled to withhold such amounts required to be withheld pursuant to Section 1445 of the Company Code, as determined by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, Parent in good faith; and (iii) copies of (Axi) the legal opinion of Goulston & Storrs, P.C. in the form previously agreed upon by Parent and Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the The Company shall deliver have delivered or cause caused to be delivered to each Purchaser of the following: (i) this Agreement a certificate signed by an authorized officer of the Company dated the Closing Date, stating that the conditions specified in Section 8.2(a), Section 8.2(b) and Section 8.2(d) have been satisfied; (ii) the payoff letters in customary form relating to the repayment of the Company Indebtedness outstanding under the Company Credit Documents as of the Closing Date together with UCC-3 termination statements or similar documents evidencing the termination of, or Company’s right to terminate, all Encumbrances relating to such Company Indebtedness; (iii) a Certificate of Merger in the form required by Delaware Law, duly executed by the Company.; (iiiv) reasonable evidence that the Company has obtained the consents required under those Material Contracts identified with an asterisk on Schedule 3.12 as requiring consent to a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name “change of such Purchaser; (iii) the Registration Rights Agreement duly executed by control” of the Company; (ivv) a certificate executed on behalf resignations of the directors of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in and the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andCompany Subsidiaries; (vvi) a certificate executed on behalf copy of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation certified by the Secretary of State of Delaware and bylaws a certificate of good standing of the Company from Delaware and each jurisdiction in effect on which the Company is duly qualified to transact business, in each case dated within ten (10) days (30 days in the case of any non-U.S. jurisdiction) of the Closing Date; (vii) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing its execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party and the consummation of all transactions contemplated hereby and thereby; (Bviii) the certificate evidencing Price Certification Certificate, duly executed by the good standing President or Chief Financial Officer of Company as of a day within five (5) Business Days prior to the Closing Date.Company; (bix) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agency Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaserthe parties thereto other than Acquiror; and (ivx) a certificate, in form and substance as required by the Registration Rights Agreement duly executed by each PurchaserTreasury Regulations promulgated under Code Sections 897 and 1445 stating that the Company is not and has not been a “United States Real Property Holding Company” as such term is defined in Section 897 of the regulations thereunder.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Prospectus Supplement; (iii) a Note with a principal amount as set forth on copy of the signature page hereto equal executed treasury direction to each Purchaser’s Subscription Amountthe Transfer Agent instructing the Transfer Agent to deliver the Purchased Shares, registered in the name of the Purchaser or such Purchaser; (iii) the Registration Rights Agreement duly executed other registration information as directed by the CompanyPurchaser; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companycertificate, dated as of the Closing Date, signed by an executive officer of the Company (in which such his or her capacity as an officer shall certify that and without personal liability), certifying the conditions set forth matters in Section 2.3(bSections 2.3(b)(i) have been fulfilled; andand (ii) below; (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies secretary of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted (1) attached thereto is a true and have not been amended or rescinded, (ii) an incumbency certificate dated as complete copy of each of the Closing Date executed on behalf Company’s constating documents and all resolutions adopted by the Board of Directors of the Company by its corporate secretary or one authorizing the execution, delivery and performance of its assistant corporate secretaries certifying this Agreement and that all such documents and resolutions are in full force and effect and (2) the office incumbency of each officer of Company executing signing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, Agreement and the certificates and the documents to be delivered hereunder; (iii) copies of (Avi) the Company’s Certificate wire instructions, on Company letterhead and signed by the Chief Executive Officer or Chief Financial Officer of Incorporation and bylaws in effect on the Company; (vii) a certificate of good standing of the Company, dated within one (1) Business Day of the Closing Date, in form and substance reasonably satisfactory to the Purchaser; (Bviii) a customary opinion of the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to Company’s outside legal counsel, dated the Closing Date, relating to the Purchased Shares, in form and substance reasonably satisfactory to the Purchaser; and (ix) the Purchased Shares (subject to receipt of the Subscription Amount). (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each the Purchaser; and (ivii) the Registration Rights Agreement duly executed Subscription Amount, with respect to the Purchased Shares purchased by each the Purchaser, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On The following items or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, documents dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Buyer by the followingSeller and shall be in form and substance satisfactory to the Buyer: (i) this Agreement duly executed a true, correct and complete copy of the Contract, including the Base Contract and the Task Order (including all modifications, amendments and supplements thereto), providing for the Contract Payments and Termination Amount as set forth in the Contract Schedule, and of the notice of the cancellation ceiling relating thereto, certified as such by such Purchaserthe Seller; (ii) such Purchaser’s Subscription a completed Contract Schedule identifying the Contract, Contract Payments and Termination Schedule Amount, substantially in the form of Schedule 1, duly executed by the Seller; (iii) Accredited Investor Questionnaire an Acceptance of the Project duly executed by each Purchaserthe Government; (iv) a final report from the Independent Engineer; (v) the Instrument of Assignment substantially in the form of Exhibit A, duly executed by the Seller; (vi) a notice of assignment duly executed by the Government acknowledging the assignment of the Contract Payments to the Buyer and authorizing the grant of security in the Collateral and the right of the Buyer to cure defaults by the Seller in the performance of the Contract; (vii) certificates of insurance that comply with the requirements set forth in Section 6.3; (viii) a secretary's certificate of the Seller certifying the Seller's articles of organization, bylaws, resolutions and incumbency of the officers executing this Agreement and the Purchase Documents, duly executed by the corporate secretary or an assistant secretary of the Seller; (ix) a closing certificate of the Seller certifying the accuracy of all representations and warranties and that all conditions for the purchase of the Contract Revenues have been satisfied; (x) the Initial Financial Statements and the Pro Forma Projections; (xi) UCC-1 financing statements in form and substance satisfactory to the Buyer, duly executed by the Seller and covering, among other things, the sale of all of the Seller's right, title and interest in the Contract Payments and the security interest in the Collateral; (xii) a financing statement, judgment lien and tax lien search in such jurisdictions as the Buyer shall elect showing no Liens of record affecting the Contract Payments or the Collateral; (xiii) an opinion of counsel to the Seller, substantially in the form of Exhibit B, duly executed and delivered by counsel to the Seller; and (ivxiv) such other documents, instruments, agreements and other writings as may be reasonably requested by the Registration Rights Agreement duly executed Buyer to effectuate the transactions contemplated by each Purchaserthis Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Purchaser, unless otherwise indicated, the following: (i) this Agreement (along with all Disclosure Schedules) duly executed by the Company; (ii) a Note Debenture with a principal amount as set forth on the signature page hereto equal to each Purchaser’s the Subscription Amount, registered in the name of such Purchaser; (iii) a Warrant registered in the Registration Rights Agreement duly executed by name of Purchaser to purchase up to a such number of shares of Common Stock at the Companyexercise price as set forth in the Debenture; (iv) a certificate the Security Agreement along with all Security Documents; (v) completed and executed on behalf copies of the Company by its Principal Executive Officer or Chief Executive Officer SBA Form 480 (each as defined Size Status Declaration), SBA Form 652 (Assurance of Compliance) and SBA Form 1031 (Portfolio Finance Report), Parts A and B, in the Exchange Actforms of Exhibit D, Exhibit E and Exhibit F, respectively, attached hereto; (vi) Approval by the Board of Directors of the Company, dated done in conformance with all applicable law and the bylaws of the Company, certified by the Secretary of the Company as of the Closing Date, in which approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of this Agreement and the Transaction Documents, and authorizing execution, delivery, and performance thereof; (ix) Specimen signatures of each officer of the Company executing this Agreement and the Transaction Documents, and the officer authorized to sell the Securities under the Transaction Documents, certified by the Secretary of the Company; (x) A copy of the Articles of Incorporation of the Company, certified by an official of the Company's jurisdiction of formation or incorporation and further certified by the Secretary of Company not to have been altered or amended since certification by such officer shall certify that official; a Certificate of Good Standing dated within 30 days of the conditions set forth date first written above from the Secretary of State of the Company's jurisdiction; and a copy of the Bylaws of the Company, certified as true and correct by the Secretary of the Company; (xi) Payment of the origination and commitment fees, if any, referenced in Section 2.3(b) have been fulfilled2.1 hereof; and (vxii) a certificate executed on behalf of the Company by its Secretary’s certificate containing (iSuch other instruments, documents or items as Purchaser may reasonably request. b) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on On the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount;Amount by wire transfer to the account as specified in writing by the Company; and (iii) Accredited Investor Questionnaire the Security Agreement, duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Dateapplicable Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement This Agreement, duly executed by the Company; (ii) a Note with a principal amount as set forth on Evidence, in form and substance acceptable to the signature page hereto equal to each Purchaser’s Subscription AmountPlacement Agent, registered in of the name filing and acceptance by the Secretary of such PurchaserState of the State of Nevada of the Series B COD; (iii) the Registration Rights Agreement duly The Company’s wire transfer instructions, on Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer; (iv) a certificate executed on behalf A legal opinion from counsel to the Company, dated as of the Closing Date, addressed to the Purchasers and in form and substance reasonably satisfactory to the Purchasers, covering such matters as are customary in transactions of this nature, including the due authorization, execution and delivery of the Transaction Documents and the valid issuance of the Securities; (v) An Officer’s Certificate of an executive officer of the Company, dated as of the Closing Date, certifying that (A) the representations and warranties of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange ActTransaction Documents are true and correct as of such date (or as of an earlier date if so specified), and (B) the Company has performed all obligations required to be performed as of the Closing Date; (vi) A Certificate of the Secretary (or Assistant Secretary) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement certifying and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of attaching (A) a true, complete and correct copy of the Company’s Certificate Articles of Incorporation Incorporation, as amended and bylaws in effect on the Closing Date, and (B) a true, complete and correct copy of the certificate evidencing Company’s Bylaws, as amended and in effect on the good standing Closing Date, (C) the resolutions of the Board of Directors authorizing the execution, delivery, and performance of the Transaction Documents and the issuance of the Series B Shares, and (D) the incumbency and signatures of the officers of the Company executing the Transaction Documents; (vii) A Certificate of the Chief Financial Officer of the Company, dated as of the Closing Date, certifying as to the Company’s cash and cash equivalents, indebtedness, and any material off-balance sheet or undisclosed liabilities as of the Closing Date; (viii) A Certificate of Good Standing of the Company issued by the Secretary of State of the State of Nevada, dated as of a day within five (5) Business Days recent date prior to the Closing Date.; (ix) The Series B Preferred Stock, issued in book-entry form, duly credited to each Purchaser’s account at the Company’s transfer agent, free and clear of all liens and encumbrances, other than applicable securities law restrictions; (x) The Registration Rights Agreement, duly executed by the Company; (xi) A reservation letter from the Company and its transfer agent, confirming that a sufficient number of shares of Common Stock have been reserved for issuance upon conversion of the Series B Shares; (xii) Evidence of the filing and acceptance by the Nevada Secretary of State of the Series B COD; (xiii) The Escrow Agreement, duly executed by the Company; and (xiv) Lock-up Agreements each with a duration of sixty (60) days entered into by the Company’s (a) officers; (b) directors; and (c) owners of five percent (5%) or more of the Company’s issued and outstanding shares of Common Stock substantially in the form attached hereto as Exhibit C. (b) On or prior to the Closing Dateapplicable Closing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) To the Company, this Agreement Agreement, duly executed by such Purchaser; (ii) To the Company, the Registration Rights Agreement, duly executed by such Purchaser; (iii) To the Company, such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed , by each Purchaserwire transfer of immediately available funds in accordance with the wire instructions provided by the Company; and (iv) To the Registration Rights Agreement duly executed Company and/or the Placement Agent, such other information, certificates, or documents reasonably requested to consummate the transactions contemplated by each Purchaserthis Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit E attached hereto; (iii) a Note with a principal amount equal to 108% of such Purchaser’s Subscription Amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser (the “Initial Notes”); (iv) Common Stock Purchase Warrants registered in the name of such Purchaser, each representing the right to purchase up to a number of shares of Common Stock equal to such Purchaser’s Note principal amount divided by the Conversion Price in effect on the Initial Closing Date, having an initial per share Exercise Price equal to $1.40, subject to adjustment as provided herein and therein; (iiiv) An AIR Warrant to purchase such Purchaser’s pro rata portion of $4,000,000 of Subscription Amount of additional Notes and Warrants; (vi) the Security Agreement and documents referred to therein duly executed by the Company and Subsidiaries; (vii) the Registration Rights Agreement duly executed by the Company; (ivviii) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company), dated as of the Initial Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (vix) a certificate executed on behalf of the Company by its Secretary’s certificate Secretary containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Initial Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Initial Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Seconded Amended and Restated Certificate of Incorporation and bylaws in effect on the Initial Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Initial Closing Date. (b) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription AmountAmount by wire transfer to the Company; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser; (iv) Accredited Investor Questionnaire duly executed by each Purchaser; (v) the Security Agreement duly executed by each Purchaser and the Collateral Agent; and (vi) a certificate executed on behalf of each Purchaser by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act), dated as of the Initial Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(a) have been fulfilled by such Purchaser.

Deliveries. (a) On or prior THE COMPANY'S DELIVERIES. At the request of Investor, which Investor hereby repeats, a stock certificate shall be issued to "Visteon Corporation, a Delaware corporation." Under the terms and subject to the conditions of this Agreement, as soon as practicable after the Closing Date(but in no event ten (10) business days after the Closing) and after confirmation of receipt of the Purchase Price, the Company shall issue and deliver or cause to be delivered to each Purchaser the followingInvestor: (i) this Agreement duly executed by a certificate evidencing Investor's ownership of the CompanyShares against payment of the Purchase Price; (ii) a Note with a principal amount as set forth A Voting Agreement ("Voting Agreement") by and between the Company and certain shareholders of the Company, on the signature page hereto equal to each Purchaser’s Subscription Amountone hand, registered and Investor, on the other hand, in the name of such Purchaserform attached to this Agreement as EXHIBIT A (the "Voting Agreement"); (iii) a Compliance Certificate of the Registration Rights Agreement duly Company, executed by its President or other executive officer dated the Companydate of Closing, certifying that each of the representations and warranties made by the Company (if any) in Section 4 of this Agreement and in the Voting Agreement are true and correct in all respects when made and at the Closing, and that all covenants, agreements and conditions contained in this Agreement and in the Voting Agreement to be performed or complied with by the Company at or before the Closing (if any) have been performed or complied with in all respects; (iv) a certificate executed Secretary's Certificate attaching true and correct copies of the following documents on behalf the date of Closing: (a) the Articles of Incorporation of the Company certified by its Principal Executive Officer or Chief Executive Officer the Secretary of State of California on a date not more than ten (each as defined in 10) days before the Exchange ActClosing; (b) a good standing certificate with respect to the Company certified by the Secretary of State of California on a date not more than ten (10) days before the Closing; (c) the Bylaws of the Company; and (d) resolutions of the Board of Directors of the Company, dated as and, if necessary, the shareholders of the Closing DateCompany, in which such officer shall certify that authorizing the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf execution, delivery and performance of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents Voting Agreement, and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate including the issuance and sale of the corporate secretary or assistant corporate secretary Shares to Investor, including (without limitation) the election of Company dated as a nominee of Investor to the Board of Directors of the Closing Date certifying to Company in accordance with the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Voting Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, all in form and substance satisfactory to Investor; (iiiv) copies of (A) the Company’s Certificate of Incorporation all necessary governmental and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior third party consents to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) transactions described in this Agreement duly executed and the Voting Agreement, certified by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaserthe President or other executive officer dated the date of the Closing, in form and substance satisfactory to Investor; and (ivvi) copies of all documents and agreements executed (if any) with Sofinov Societe financiere d'innovation Inc. ("Sofinov"), Gaz de France ("GDF") and any other investor that is investing in the Registration Rights Agreement duly executed by each Purchasersame round of financing with Investor.

Deliveries. (a) On The Vendor shall have delivered or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause caused to be delivered to the Company Purchaser the followingfollowing in form and substance satisfactory to the Purchaser, acting reasonably: (a) share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record thereof; (b) certified copies of (i) the charter documents and extracts from the by-laws of the Corporation relating to the execution of documents; (ii) all resolutions of the board of directors of the Corporation approving the entering into of this Agreement and the completion of all transactions contemplated hereunder; (iii) all other instruments evidencing necessary corporate action of the Corporation with respect to such matters; and (iv) specimen signatures of the officers of the Corporation; (c) a certificate of status, compliance, good standing or like certificate with respect to each of the Corporation issued by appropriate government officials of the jurisdiction of its incorporation; (d) the certificates referred to in Subsections 6.01(1) and (2); (e) the non-competition agreements referred to in Subsection 6.01(5); (f) a favourable opinion of counsel to the Vendor and the Corporation in substantially the form set forth in Exhibit A; (g) all originals of the Corporate Records of the Corporation and access to the said Corporate Records; (h) evidence that all necessary steps and proceedings as approved by counsel for the Purchaser to permit all of the Purchased Shares to be fully and validly transferred to the Purchaser or its nominee(s) have been taken; (i) this Agreement duly executed by such Purchaserresignations effective as of the Time of Closing of each director and officer of the Corporation as the Purchaser may specify; (iij) a release in favour of the Corporation of each of the Vendor and such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaserofficers and directors of the Corporation as the Purchaser may specify in the form of the release attached hereto as Exhibit D; and (ivk) all necessary assurances, transfers, assignments and consents, including all necessary Consents, and any other instruments necessary or reasonably required to effectively carry out the Registration Rights intent of this Agreement duly executed by each and any Ancillary Agreement and to transfer the Purchased Shares to the Purchaser, free and clear of all Encumbrances.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with legal opinion of Company Counsel, in the form agreed to by the Purchasers and such counsel; (iii) a principal amount as set forth copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on the signature page hereto an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each such Purchaser’s Subscription AmountAmount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (v) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with this transaction as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Purchaser, (ii) the Certificate of Incorporation and (iii) the Registration Rights Agreement duly Amended and Restated Bylaws of the Company, each as in effect at the Closing. (vi) a certificate, executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify to the effect that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf representations and warranties of the Company by its Secretary’s certificate containing (i) copies shall be true and correct as of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement date when made and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers as though made at that such resolutions were duly adopted time (except for representations and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company warranties that speak as of a day within five (5specific date, which shall be true and correct as of such specific date) Business Days and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaser; and (iv) wire transfer of immediately available funds to the Registration Rights Agreement duly executed account specified in writing by each Purchaserthe Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Investor the following: (i) this Agreement the Transaction Agreements duly executed by the CompanyCompany and, in the case of the New Notes and the New Indenture, the Trustee; (ii) a Note with a one or more certificated New Notes in such names and denominations as the Investor may request, duly authenticated by the Trustee, in an aggregate principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser$164,746,000; (iii) a certificate in form and substance reasonably satisfactory to the Registration Rights Agreement Investor duly executed on behalf of the Company by an authorized executive officer of the Company, certifying that (A) the representations and warranties of the Company contained in Article III hereof shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) and (B) the conditions to Closing set forth in Section 2.4(b)(ii) of this Exchange Agreement have been fulfilled; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) secretary of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying (A) that attached thereto is a true and complete copy of the amended and restated bylaws of the Company as currently in effect; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board authorizing the execution, delivery and performance of the Transaction Agreements (other than the resolutions adopted pursuant to the Purchasers Section 2.3(a)(v) hereof), and that all such resolutions were duly are in full force and effect and are all the resolutions adopted and have not been amended or rescinded, (ii) an incumbency certificate dated in connection with the transactions contemplated hereby as of the Closing Date executed (other than the resolutions adopted pursuant to Section 2.3(a)(v) hereof); (C) that attached thereto is a true and complete copy of the Company’s Amended and Restated Certificate of Incorporation as currently in effect; and (D) as to the incumbency of any officer of the Company executing a Transaction Agreement on behalf of Company the Company; (v) a true and complete copy of resolutions adopted (and which remain in effect) by its corporate secretary or one the Board acknowledging that certain related parties of its assistant corporate secretaries certifying the office Investor are “directors by deputization” for purposes of each officer Rule 16(b)-3(d) under the Exchange Act; and (vi) a legal opinion letter of Company executing this AgreementCounsel, or any other agreement, certificate or other instrument executed pursuant in substantially the form of Exhibit D attached hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser the Investor shall deliver or cause to be delivered to the Company the following: (i) this Agreement the Transaction Agreements to which the Investor is a party, duly executed by such Purchaserthe Investor; (ii) such Purchaser’s Subscription Amount;the certificated Existing Notes in accordance with Section 2.2(a)(i); and (iii) Accredited Investor Questionnaire duly executed the Subscription Amount by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed account specified by each Purchaserthe Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note legal opinion of Company Counsel in form and substance reasonably satisfactory to the Purchasers; (iii) a Debenture with a principal amount as set forth on the signature page hereto equal to each such Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of certificate, dated the Company Closing Date and signed by its Principal the Chief Executive Officer or Chief Executive Financial Officer (each as defined in the Exchange Act) of the Company, dated as of (A) providing the Closing DateCompany’s wire instructions, in which such officer shall certify (B) certifying that the all conditions set forth in Section 2.3(b) 2.3 have been fulfilled; and fulfilled and (vC) a certificate executed on behalf certifying that (I) the representations and warranties of the Company contained in any Transaction Document are true and correct in all material respects (or, to the extent representations or warranties are qualified by its Secretary’s certificate containing (imateriality or Material Adverse Effect, in all respects) copies of the text of the resolutions by which the corporate action when made and on the part Closing Date (unless as of a specific date therein in which case they shall be accurate as of such date), (II) all obligations, covenants and agreements of the Company necessary required to approve be performed at or prior to the Closing Date have been performed, (III) there have been no Material Adverse Effect with respect to the Company since the date of this Agreement and (IV) no Event of Default (as defined in the other Transaction Documents Debentures) and no event or condition that constitutes an Event of Default (as defined in the transactions and actions contemplated hereby and therebyDebentures) or that upon notice, which shall be accompanied by a certificate lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the corporate secretary or assistant corporate secretary of Company dated Debentures) exists as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated would occur as a result of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect transactions to occur on the Closing Date, and ; (Bv) the certificate evidencing Security Agreement, duly executed by the good standing Company and each Subsidiary, along with all of Company as of a day within five (5) Business Days prior the Security Documents, duly executed by the parties thereto, the original Pledged Securities and corresponding blank stock powers in form and substance satisfactory to the Closing DatePurchasers; (vi) the Intercreditor Agreement, duly executed by the parties thereto; and (vii) the Registration Rights Agreement, duly executed by the parties thereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription AmountAmount by wire transfer from its current escrow arrangement to the Blocked Account; (iii) Accredited Investor Questionnaire the Security Agreement duly executed by each such Purchaser; and (iv) the Registration Rights Agreement Agreement, duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit E attached hereto; (iii) a Note with a principal amount reflecting an eight percent (8%) original issue discount for the cash portion of such Purchaser’s Subscription Amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iiiiv) Class A Warrants, Class B Warrants and Class C Warrants registered in the name of such Purchaser, each representing the right to purchase up to a number of shares of Common Stock equal to one-third (1/3) of such Purchaser’s Note principal amount divided by the Conversion Price in effect on the Closing Date, having a per share Exercise Price as set forth therein, subject to adjustment as provided herein and therein; (v) the Security Agreement and documents referred to therein duly executed by the Company and Subsidiaries; (vi) the Registration Rights Agreement duly executed by the Company; (ivvii) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (vviii) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement Agreement, duly executed by such Purchaser; (ii) such Purchaser’s Subscription AmountAmount by wire transfer to the Company; (iii) the Registration Rights Agreement duly executed by each Purchaser; (iv) Accredited Investor Questionnaire duly executed by each Purchaser; and (ivv) the Registration Rights Security Agreement duly executed by each PurchaserPurchaser and the Collateral Agent.

Deliveries. ClubCorp and Pinehurst Company shall have delivered to Purchaser: (ai) On or Certificates of the appropriate public officials to the effect that each of ClubCorp, Pinehurst Company, and the Pinehurst Entities is a validly existing entity in good standing in its state of organization and, with respect to the Pinehurst Entities, in each jurisdiction it is qualified to do business as a foreign entity, in each case dated as of a recent date prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on Certificates of the signature page hereto equal appropriate public officials to each Purchaser’s Subscription Amount, registered the effect that the Pinehurst Entities have been reorganized into limited liability companies organized in the name State of such PurchaserDelaware; (iii) Incumbency and specimen signature certificates, dated the Registration Rights Agreement duly executed Closing Date, signed by the Companyofficers of ClubCorp and Pinehurst Company who have executed this Agreement or any certificate or other agreement contemplated herein and certified by a secretary or assistant secretary of such Person; (iv) a A certificate executed on behalf of the Secretary or Assistant Secretary of each of ClubCorp and Pinehurst Company (A) setting forth all authorizations of ClubCorp and Pinehurst Company, including resolutions of ClubCorp’s and Pinehurst Company’s boards of directors and of ClubCorp’s stockholders, authorizing the execution and delivery of this Agreement and the performance by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) ClubCorp and Pinehurst Company of the transactions contemplated hereby, and (B) certifying as correct the governing documents of ClubCorp, Pinehurst Company, dated as of and the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andPinehurst Entities; (v) a certificate executed on behalf to the effect that each of the conditions specified in Sections 8.2(a)-(c) is satisfied in all respects; (vi) The Third-Party Approvals; (vii) A certificate from ClubCorp and Pinehurst Company by its Secretary’s certificate containing (i) copies setting forth their good faith determination of the text Purchase Price (the “Estimated Purchase Price Certificate”), which certificate shall have been delivered at least two (2) days prior to Closing; (viii) The Escrow Agreement, duly executed by the Stockholders’ Representative; (ix) The Centralized Services Agreement, duly executed by ClubCorp Financial Management Company, an Affiliate of ClubCorp, in the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyform attached hereto as Exhibit H, which shall be accompanied in full force and effect (the “Centralized Services Agreement”); (x) The Consulting and Shared Services Agreement, duly executed by a certificate ClubCorp USA, Inc. (“ClubCorp USA”), an Affiliate of ClubCorp, in the form attached hereto as Exhibit I, which shall be in full force and effect (the “Consulting and Shared Services Agreement”); (xi) The Associates Club Program Rules and Agreement, duly executed by Associates Club International, Inc., in the form attached hereto as Exhibit J, which shall be in full force and effect (the “Associates Club Agreement”); (xii) The Society Reciprocal Membership Agreement, duly executed by Society Management, Inc., an Affiliate of ClubCorp, in the form attached hereto as Exhibit K, which shall be in full force and effect (the “Society Reciprocal Membership Agreement”); (xiii) The Reciprocal License Agreement, duly executed by ClubCorp USA, in the form attached hereto as Exhibit L, which shall be in full force and effect (the “Reciprocal License Agreement”); (xiv) The Event Agreements, duly executed by ClubCorp USA, Inc., in the forms attached hereto as Exhibit M, which shall be in full force and effect (the “Team Championship Agreements”); (xv) The License Agreement, duly executed by ClubCorp, in the form attached hereto as Exhibit N, which shall be in full force and effect (the “Hackers License Agreement”); (xvi) Executed resignations of all of the corporate secretary incumbent officers, directors, managers or assistant corporate secretary individuals holding similar positions of Company dated the Pinehurst Entities, effective as of the Closing; (xvii) A certificate from ClubCorp and Pinehurst Company setting forth their good faith determination of the Purchase Price (the “Purchase Price Certificate”), which certificate shall have been delivered at least two (2) days prior to Closing; (xviii) Evidence of the Guaranty Releases, if any; and (xix) Such other documents or instruments as are required to be delivered by ClubCorp or Pinehurst Company at the Closing Date certifying pursuant to the Purchasers terms hereof or that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days Purchaser reasonably requests prior to the Closing Date. (b) On Date to effect the transactions contemplated hereby. All actions to be taken by ClubCorp or Pinehurst Company in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Purchaser. Purchaser may waive any condition specified in this Section 8.2 if it executes a writing so stating at or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserClosing.

Deliveries. (a) On or prior to the applicable Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Purchaser, as applicable, the following: (i) this Agreement duly executed by the CompanyCompany (unless delivered at a prior Closing); (ii) a Note with a principal amount as set forth on the signature page hereto equal to one dollar of principal amount for each $0.90 of such Purchaser’s Subscription Amount, Amount registered in the name of such Purchaser; (iii) the Registration Rights Security Agreement duly executed by the CompanyCompany and each Subsidiary (unless delivered at a prior Closing); (iv) the Guaranty (if required under the Security Agreement) duly executed by the guarantor party thereto (unless delivered at a prior Closing); (v) a legal opinion of Company Counsel, in form and substance satisfactory to counsel to Purchasers; (vi) a certificate executed on behalf of the Company by its Principal Executive Officer or and Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (vvii) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the applicable Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such the Purchaser’s Subscription Amount;Amount by wire transfer to the Company; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Security Agreement duly executed by each Purchaserthe Purchaser and the Collateral Agent (unless delivered at a prior Closing).

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) i. this Agreement duly executed by the Company; (ii) . a Note Debenture with a principal amount as set forth on the signature page hereto equal to each such Purchaser’s Subscription Debenture Principal Amount, registered in the name of such Purchaser; (iii) . [reserved]; iv. the Registration Rights Agreement duly Company’s wire instructions, on Company letterhead and executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Chief Executive Officer or Chief Executive Officer (each as defined Financial Officer; v. a legal opinion of Company Counsel, substantially in form and substance reasonably satisfactory to the Exchange Act) Purchasers; vi. a certificate, executed on behalf of the Company, dated as of the Closing Date, in which such officer shall certify that certifying the conditions set forth in Section 2.3(b) have been fulfilledresolutions adopted by the Board of Directors of the Company for the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s, certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and (v) vii. a certificate certificate, executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyChief Executive Officer or its Chief Financial Officer, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date Date, certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as fulfillment of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws conditions specified in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateSection 2.4(a). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Debenture as set forth on the signature page hereto executed by such Purchaser; ii. this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser▇▇▇▇▇▇▇▇▇; and (iv) the Registration Rights Agreement iii. a duly executed by each PurchaserInternal Revenue Service (“IRS”) Form W-9 or appropriate IRS Form W-8, as applicable.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Buyer the following: (i) this Agreement the Registration Rights Agreement, duly executed by the Company; (ii) a Note with a (in the aggregate principal amount as set forth beside such Buyer’s name on the signature page hereto equal to each Purchaser’s Subscription AmountSchedule of Buyers), registered in duly executed by the name of such PurchaserCompany; (iii) a Warrant (Series A) (exercisable for such number of Warrant Shares set forth beside such Buyer’s name on the Registration Rights Agreement Schedule of Buyers), duly executed by the Company; (iv) a certificate Warrant (Series B) (exercisable for such number of Warrant Shares set forth beside such Buyer’s name on the Schedule of Buyers), duly executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company; (v) an opinion of ▇▇▇▇▇▇ Godward Kronish LLP, the Company’s outside counsel, dated as of the Closing Date, in which such officer shall certify that substantially the conditions set forth in Section 2.3(b) have been fulfilled; andform of Exhibit D attached hereto; (vvi) a certificate executed on behalf evidencing the formation and good standing of the Company and each United States Subsidiary in such entity’s jurisdiction of formation issued by its Secretary’s certificate containing the Secretary of State (ior comparable office) copies of such jurisdiction, as of a date within ten days prior to the text of Closing Date; (vii) a certificate, executed by the resolutions by which the corporate action on the part Secretary of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Date, as to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the resolutions of the Company’s Certificate Board of Incorporation Directors authorizing and bylaws in effect on approving the Closing Datetransactions contemplated hereby, and (B) the certificate evidencing Certificate of Incorporation of the good standing Company and (C) the Bylaws, each as in effect as of the Closing, in the form attached hereto as Exhibit E; (viii) the Company Officer’s Certificate, duly executed by the Company; and (ix) a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of a day date within five (5) Business Days days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser Buyer shall deliver or cause to be delivered to the Company the following: (i) this Agreement the Registration Rights Agreement, duly executed by such PurchaserBuyer; (ii) the Buyer Officer’s Certificate, duly executed by such Purchaser’s Subscription Amount;Buyer; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) wire transfer of immediately available funds pursuant to the Registration Rights Agreement duly executed wire instructions provided by each Purchaserthe Company, the amount set forth beside such Buyer’s name on the Schedule of Buyers as the Purchase Price payable by such Buyer for the Note and the related Warrants being purchased by such Buyer.

Deliveries. (a) On The Company will have made or prior to the Closing Date, the Company shall deliver or cause caused to be delivered to made each Purchaser of the followingfollowing deliveries: (i) this Agreement duly executed by the Certificate of Merger, signed on behalf of the Company, in accordance with the DGCL and in form reasonably satisfactory to Parent; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companycertificate, dated as of the Closing Date, in which such officer shall certify that executed by the Chief Executive Officer or Chief Financial Officer of the Company for and on the Company’s behalf, confirming the satisfaction of the conditions set forth specified in Section 2.3(bSections 7.1(a) have been fulfilled; andand 7.1(b) (the “Company Closing Certificate”); (viii) a certificate certificate, dated as of the Closing Date, executed by the Secretary of the Company and in form and substance reasonably satisfactory to Parent, certifying (i) as to the authority and incumbency of persons acting on behalf of the Company by its Secretary’s certificate containing (i) copies in connection with the execution and delivery of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and any Ancillary Agreement executed and delivered by the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedCompany, (ii) an incumbency certificate dated as the resolutions of the Closing Date board of directors of the Company, authorizing the execution, delivery and performance of this Agreement and all other Ancillary Agreements required to be executed on behalf and delivered hereunder by the Company, (iii) the resolutions of the board of directors of the Company by its corporate secretary or one terminating all Company Option Plans, and (iv) that the Shareholders holding a majority of its assistant corporate secretaries certifying the office of each officer of issued and outstanding Company executing Stock have approved this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation Merger, the Merger and bylaws in effect on the Closing Date, and transactions contemplated hereby; (Biv) the certificate evidencing the good standing of Company as of a day certificates dated within five (5) days of the Effective Time for the Company and each Subsidiary issued from their respective jurisdiction of incorporation or formation, as applicable, and in each jurisdiction in which the Company is qualified to do business as a foreign corporation; (v) written resignations of all officers and directors of the Company and each Subsidiary effective as of the Effective Time; (vi) evidence reasonably satisfactory to Parent that all Encumbrances and/or security interests evidenced by financing statements currently of record to perfect a security interest in the assets of the Company or an Subsidiary in accordance with the Uniform Commercial Code, or duly recorded on title certificates of the Company or any Subsidiary’s assets pursuant to regulations of the FAA, or any interests recorded in favor of any third party at the International Registry of the Cape Town Convention, shall be released as of the Effective Time; and (vii) the Estimated Closing Balance Sheet and the Estimated Net Working Capital shall be delivered to Parent at least two (2) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. At the Closing: (a) On or prior to the Closing Date, the Company The Seller shall deliver or cause to be delivered to each Purchaser the followingPurchaser: (i) a certificate executed and delivered by the Secretary or comparable representative of Seller, the Company and each of its Subsidiaries, attesting and certifying as to (i) the organizational documents of the Company and each of its Subsidiaries, and the certificate of incorporation or comparable organizational document of the Company and each of its Subsidiaries shall also certified as of a recent date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, and (ii) copies of the resolutions of the Board of Directors of the Seller, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement duly executed and other documents on behalf of the Seller, all certified by an executive officer of the CompanySeller; (ii) a Note with a principal amount resignations, effective as set forth on of the signature page hereto equal to Closing, of each Purchaser’s Subscription Amount, registered in of the name directors and officers of such Purchaserthe Company and each of its Subsidiaries; (iii) the Registration Rights Agreement certificates representing the Shares, endorsed in blank or accompanied by duly executed by the Companyassignment documents; (iv) a certificate duly executed on behalf copy of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andTransition Services Agreement; (v) a certificate executed on behalf all books and records of the Company by and its Secretary’s certificate containing (i) Subsidiaries necessary to the operation of the Business, in any form or medium; provided, however, that Seller may maintain copies of the text of the resolutions by which the corporate action on the part books and records of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, its Subsidiaries (which shall be accompanied by remain subject to the obligations under Section 5.1(a)), and if the Seller is unable to deliver all of such physical books and records immediately upon the Closing, they shall do so as soon as reasonably practicable following the Closing and no later than seven (7) Business Days following the Closing; (vi) a certificate of good standing for the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one each of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and Subsidiaries issued not more than ten (iii10) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days days prior to the Closing Date. (b) On Date by the Secretary of State or prior to the Closing Date, comparable Governmental Entity of its jurisdiction of organization and each Purchaser shall deliver or cause to be delivered to other jurisdiction where the Company the following: (i) this Agreement duly executed by such Purchaserand each of its Subsidiaries is qualified to do business; (iivii) such Purchaser’s Subscription Amountevidence reasonably satisfactory to the Purchase of the release of all Liens held by any Person against the property of the Company or any of its Subsidiaries; (iiiviii) Accredited Investor Questionnaire all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Section 6.2(a)(viii) of the Disclosure Schedule; (ix) IRS Form 8023 executed by the Seller, making the Code Section 338(h)(10) Election for the sale and purchase of the Shares; (x) a properly completed and duly executed by each Purchaser; andstatement making the Code Section 336(e) Election for the sale and purchase of the Shares in form and substance required under Treasury Regulation Sections 1.336-2(h)(5)-(6); (ivxi) a properly executed binding agreement between the Registration Rights Agreement duly executed by each Purchaser.Seller and the Company consenting to making the Section 336(e) Election for the sale and acquisition of the Shares; (xii) a non-foreign affidavit sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Code;

Deliveries. At the Closing: (a) On or prior to the Closing Date, the Company The Seller shall deliver or cause to be delivered to each Purchaser the followingPurchaser: (i) a certificate executed and delivered by the Secretary or comparable representative of Seller, the Company and each of its Subsidiaries, attesting and certifying as to (i) the organizational documents of the Company and each of its Subsidiaries, and the certificate of incorporation or comparable organizational document of the Company and each of its Subsidiaries shall also certified as of a recent date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, and (ii) copies of the resolutions of the Board of Directors of the Seller, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement duly executed and other documents on behalf of the Seller, all certified by an executive officer of the CompanySeller; (ii) a Note with a principal amount resignations, effective as set forth on of the signature page hereto equal to Closing, of each Purchaser’s Subscription Amount, registered in of the name directors and officers of such Purchaserthe Company and each of its Subsidiaries; (iii) the Registration Rights Agreement certificates representing the Shares, endorsed in blank or accompanied by duly executed by the Companyassignment documents; (iv) a certificate duly executed on behalf copy of the Transition Services Agreement; (v) all books and records of the Company and its Subsidiaries necessary to the operation of the Business, in any form or medium; provided, however, that Seller may maintain copies of the books and records of the Company and its Subsidiaries (which shall remain subject to the obligations under Section 5.1(a)), and if the Seller is unable to deliver all of such physical books and records immediately upon the Closing, they shall do so as soon as reasonably practicable following the Closing and no later than seven (7) Business Days following the Closing; (vi) a certificate of good standing for the Company and each of its Subsidiaries issued not more than ten (10) days prior to the Closing Date by the Secretary of State or comparable Governmental Entity of its Principal Executive Officer jurisdiction of organization and each other jurisdiction where the Company and each of its Subsidiaries is qualified to do business; (vii) evidence reasonably satisfactory to the Purchase of the release of all Liens held by any Person against the property of the Company or Chief Executive Officer any of its Subsidiaries; (each viii) all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or notices to, any Governmental Authority or other Person set forth on Section 6.2(a)(viii) of the Disclosure Schedule; (ix) IRS Form 8023 executed by the Seller, making the Code Section 338(h)(10) Election for the sale and purchase of the Shares; (x) a properly completed and duly executed statement making the Code Section 336(e) Election for the sale and purchase of the Shares in form and substance required under Treasury Regulation Sections 1.336-2(h)(5)-(6); (xi) a properly executed binding agreement between the Seller and the Company consenting to making the Section 336(e) Election for the sale and acquisition of the Shares; (xii) a non-foreign affidavit sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the Seller is not a “foreign person” as defined in Section 1445 of the Exchange ActCode; (xiii) customary real property deliveries, including landlord estoppels and access agreements and subordination, non-disturbance and attornment agreements; (xiv) an employment agreement (collectively, the “Employment Agreements”), duly executed by each of ▇▇▇! ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (xv) a duly executed termination of the real property lease, by and between Kforce Services Corp., a Florida corporation, and the Company, dated as of releasing the Closing DateCompany from any and all Liability thereunder, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledform and substance reasonably acceptable to Purchaser; and (vxvi) a certificate executed on behalf assignments of the restrictive covenant agreements between Seller and/or its Affiliates and employees of the Company or its Subsidiary, duly executed by its Secretary’s certificate containing Seller. (b) The Purchaser shall deliver to the Seller: (i) copies of the text resolutions of the resolutions by which the corporate action on the part Board of Directors of the Company necessary to approve Purchaser, authorizing the execution, delivery and performance of this Agreement, and the incumbency of the persons executing this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed documents on behalf of Company the Purchaser, all certified by its corporate secretary or one of its assistant corporate secretaries certifying the office of each an executive officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) an amount equal to the Purchase Price, less any Indebtedness and Seller Transaction Expenses that have not been satisfied as of the Closing, paid by delivery of a duly executed promissory note payable on demand (the “Minute Note”) made by the Purchaser in favor of the Seller and cash for the balance, with the payment of amounts owed under the Minute Note and such Purchaser’s Subscription Amountcash balance paid by wire transfer of immediately available funds to an account designated by the Seller to the Purchaser prior to the Closing; (iii) Accredited Investor Questionnaire a duly executed by each Purchasercopy of the Transition Services Agreement; and (iv) the Registration Rights Agreement duly executed by each Purchasercopies of the Employment Agreements.

Deliveries. At the Closing and as a condition to Closing: (a) On or prior The Sole Stockholder shall have delivered to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingPurchaser: (i) this Agreement any certificates for the Shares in negotiable form free and clear of all Liens, transfer and stamp tax obligations, duly executed by the Companyendorsed in blank, or with separate stock transfer powers attached thereto and signed in blank; (ii) a Note with a principal amount as set forth on all of the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserRequired Consents; (iii) written resignations of each director and officer of the Registration Rights Agreement duly executed by Company (the Company“Written Resignations”); (iv) payoff letters relating to the Closing Indebtedness, if any; (v) the Officer’s Certificate; (vi) duly executed counterparts to the Transaction Documents by each Seller Party; (vii) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (Secretary of each as defined in the Exchange Act) of the CompanySeller Party, duly executed, dated as of the Closing Date, as to the incumbency of each officer of such Seller Party executing a Transaction Document or any document related thereto, attaching and certifying to the Charter Documents of such Seller Party, all of the resolutions adopted by the board of directors of such Seller Party authorizing the execution and delivery of the Transaction Documents and the performance by such Seller Party of its obligations thereunder, and a good standing certificate issued by the Secretary of the jurisdiction in which such officer shall certify Seller Party was incorporated; (viii) evidence reasonably satisfactory to the Purchaser that all account control agreements with respect to the conditions set forth in Section 2.3(b) Company’s bank accounts have been fulfilledterminated and that all related sweeping of such accounts will cease effective as of the Closing; and (vix) a certificate executed on behalf of such other documents, instruments, cross-receipts, certificates and Contracts as may be reasonably required by the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary Purchaser to approve this Agreement consummate and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying give effect to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateTransactions. (b) On or prior to the Closing Date, each The Purchaser shall deliver or cause to be delivered to the Company the followingSole Stockholder: (i) this Agreement duly executed by such Purchaserthe Closing Payment; (ii) such Purchaserthe Purchaser Officer’s Subscription AmountCertificate; (iii) Accredited Investor Questionnaire duly executed by each Purchasercounterparts to the Transaction Documents; and (iv) such other documents, instruments, cross-receipts, certificates and Contracts as may be reasonably required by the Registration Rights Agreement Company or the Sole Stockholder to consummate and give effect to the Transactions. (c) Each of the Key Employees shall, unless deceased or disabled prior to the Closing (i) be an employee of the Company, (ii) not have given notice of his or her intent to terminate his or her employment with the Company, and (iii) have delivered duly executed by offer letters, in each Purchaser.case in the form attached hereto as Exhibit C.

Deliveries. (a) On or prior to the Initial Closing Date, the Company shall deliver or cause to be delivered to each the Initial Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a duly executed Note with a principal amount as set forth on the signature page hereto equal to each the Initial Purchaser’s Subscription Amount, registered in the name of such the Initial Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate the Security Agreement, duly executed on behalf of by the Company and the Subsidiaries, along with all the Security Documents; (v) the Subsidiary Guarantee(s), duly executed by its Principal Executive Officer or Chief Executive Officer the Subsidiaries; (each as defined in vi) the Exchange ActAdvisory Agreement duly executed by the Company and Centrecourt; (vii) a use of proceeds statement, duly executed by the chief financial officer of the Company, dated as attesting to the use of proceeds from the issuance of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andNotes; (vviii) an executed copy of the Series A Amendment Agreement and Consent; (ix) an executed copy of the Exchange and Conversion Agreement; (x) an executed copy of the Exchange Agreement; (xi) an executed copy of each of the ▇▇▇▇▇ Subordinated Note and the Brookhaven Subordinated Note; (xii) an executed copy of the Option Cancellation Agreement; (xiii) an executed copy of the Warrant Cancellation Agreement; (xiv) a certificate executed on behalf of a Responsible Officer of the Company by its Secretary’s certificate containing certifying (iA) copies the resolutions of the text of Board authorizing the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions described therein, (B) attesting to the incumbency of the officers of the Company and actions contemplated hereby the Subsidiaries and thereby, which shall be accompanied (C) that all of the outstanding options and warrants to purchase common stock of the Company have been cancelled by the Company as of the Initial Closing Date; (xv) a certificate of the corporate secretary or assistant corporate secretary a Responsible Officer of Company dated as each of the Closing Date Company’s Subsidiaries certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate resolutions of Incorporation the board of directors or similar governing body authorizing the Transaction Documents to which it is a party and bylaws in effect on the Closing Date, transactions described therein and (B) attesting to the certificate evidencing incumbency of the good standing officers of the Subsidiaries; (xvi) a legal opinion of Company Counsel in the form of Exhibit F attached hereto; and (xvii) such other documents, agreements, papers and instruments as of a day within five (5) Business Days prior to the Closing DateInitial Purchaser may reasonably request. (b) On or prior to the Subsequent Closing Date, the Company shall deliver to each Subsequent Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a duly executed Note with a principal amount equal to such Subsequent Purchaser’s Subscription Amount, registered in the name of such Subsequent Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) the Security Agreement, duly executed by the Company and the Subsidiaries, along with all the Security Documents; (v) the Subsidiary Guarantee(s), duly executed by the Subsidiaries; c) On the Initial Closing Date and the Subsequent Closing Date, the Initial Purchaser and the Subsequent Purchasers, as the case may be, shall deliver or cause to be delivered to the Company the following: (i) : this Agreement duly executed by such Purchaser; (ii) such ; the Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer to the account of the Company; and (iv) the Registration Rights Agreement duly executed by each such Purchaser; and the Security Agreement, duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel; (iii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amounthereto, registered in the name of such Purchaser; (iiiiv) the Registration Rights Escrow Agreement duly executed by the CompanyCompany and Escrow Agent; (ivv) a certificate executed on behalf of the Company by its Principal Executive Officer or and Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that that, to the best of his knowledge, the conditions set forth in Section 2.3(b) have been fulfilled; and (vvi) a certificate executed on behalf of the Company by its SecretaryOfficer’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary Chief Financial Officer of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, and (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; ; (ii) such Purchaser’s Subscription AmountAmount by wire transfer or as otherwise permitted under the Escrow Agreement, to the Escrow Agent; (iii) Accredited Investor Questionnaire the Escrow Agreement duly executed by each such Purchaser; and (iv) each Purchaser shall execute and return all documents required by the Registration Rights Agreement duly executed Applicable Laws and the rules and policies of the TSX Venture Exchange delivery on its behalf, including the forms set out in Schedules A to D attached hereto, as applicable, to the Company as the issued and sale of the Securities by each Purchaserthe Company to the Purchaser will not be qualified by a prospectus or registration statement.

Deliveries. (a) On At or prior to the Closing DateClosing, the Company shall deliver deliver, or cause caused to be delivered delivered, to each Purchaser Parent the following: (i) this Agreement duly executed by evidence, reasonably satisfactory to Parent, that Company has complied in all respects with the Companyrequirements under Section 228 and 262 of the DGCL; (ii) a Note with a principal amount certificate of the Secretary of Company dated the Closing Date, in form and substance reasonably satisfactory to Parent as set forth on to the signature page hereto equal Company Certificate of Incorporation and the Company’s bylaws and Company being in good standing (including attaching the Company Certificate of Incorporation and the Company’s bylaws and certificate of good standing dated not more than five (5) business days prior to each Purchaser’s Subscription Amount, registered in the name Closing issued by the Secretary of such Purchaser;State of the State of Delaware) (iii) a certificate of the Registration Rights Agreement duly executed by Chief Executive Officer and Chief Financial Officer of Company dated the CompanyClosing Date, in form and substance reasonably satisfactory to Parent, as to (A) Company not having paid any Transaction Expenses and (B) Company having taken all necessary and appropriate steps such that all Company Securities, including Options, will be treated as set forth in Article II; (iv) a certificate evidence, reasonably satisfactory to Parent, as to the termination of the Employee Plans in accordance with Section 7.6, without any obligations or liabilities thereunder on the part of Company; (v) the Certificate of Merger, duly executed by Company; (vi) Stockholders’ Written Consents necessary to secure the Requisite Stockholder Approval from holders of at least eighty percent (80%) of the shares of Company Stock (on behalf an as converted basis), duly executed and delivered by the holders of Company Stock that are parties thereto, and the duly executed Approval Certificate; (vii) an updated Section 3.2(a) of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyDisclosure Schedule, dated current as of the Closing Date; (viii) a certificate duly executed by Company, in form and substance reasonably satisfactory to Parent, stating that no interest in Company is a United States real property interest within the meaning of Section 897 of the Code, which such officer shall certify that certificate (and delivery thereof) will comply in all respects with the conditions requirements set forth in Treasury Regulations Section 2.3(b) have been fulfilled1.1445-2(c)(3); and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (Aix) the legal opinion of Ropes & ▇▇▇▇ LLP in the form previously agreed upon by Parent and Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. At the Closing, subject to the terms and conditions contained herein: (a) On or prior to the Closing Date, the The Company shall deliver or cause to be delivered to each Purchaser the followingfollowing items: (i) this Agreement duly executed by counterparts to each of the Transaction Documents to which the Company, the Stockholders or the Stockholders’ Representative is party; (ii) a Note with a principal amount certificate of the Secretary of State of Delaware as set forth on to the signature page hereto equal to each Purchaser’s Subscription Amount, registered good standing as of the most recent practicable date of the Company in the name of such Purchaserjurisdiction; (iii) the Registration Rights Agreement duly executed certificate of incorporation of the Company certified as of the most recent practicable date by the CompanySecretary of State of Delaware; (iv) a certificate executed of the Secretary of the Company, given by him or her on behalf of the Company by its Principal Executive Officer and not in his or Chief Executive Officer (each her individual capacity, certifying as defined in to the Exchange Act) certificate of incorporation and the bylaws of the Company and as to the resolutions of the Company’s Board of Directors authorizing the Transaction Documents and the transactions contemplated hereby; (v) the Updated Allocation Schedule; (vi) the resignations referenced in Section 7.7; (vii) the Transaction Costs Certificate; (viii) the Allocation Certificate; (ix) the Indebtedness Certificate; (x) the Working Capital Certificate; (xi) the Voting and Support Agreements duly executed by at least 90% of Stockholders; (xii) employment agreement, dated as in form and substance satisfactory to Buyer, executed by ▇▇▇▇▇ ▇▇▇▇▇▇; (xiii) the Option Cancellation Agreements executed by each Company Option Holder; (xiv) all necessary forms and certificates complying with applicable Law, duly executed and in form and substance reasonably acceptable to Buyer, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledCode; and (xv) the additional deliverables referenced in Section 9.2. (b) Buyer shall deliver (or cause the Surviving Corporation to deliver) the following items: (i) duly executed counterparts to the Transaction Documents to which it is a party; (ii) the certificate of incorporation of Buyer and Merger Sub I certified as of the most recent practicable date by the Secretary of State of Delaware; (iii) certificates of the Secretary of State of Delaware as to the good standing as of the most recent practicable date of Buyer and Merger Sub I in such jurisdiction; (iv) certificates of the Secretary of each of Buyer and Merger Sub I, given by him on behalf of Buyer or Merger Sub I, as the case may be, and not in his individual capacity, certifying as to the certificate of incorporation and the bylaws of Buyer or Merger Sub I, as the case may be, and as to the resolutions of the Board of Directors of Buyer and the Board of Directors and stockholder of each of Merger Sub I, authorizing the Transaction Documents and the transactions contemplated hereby; (v) a certificate executed to the applicable creditors identified on the Transaction Costs Certificate, on behalf of the Stockholders, the Company or its Subsidiaries, payment of all Transaction Costs; (vi) the Merger Consideration required to be delivered at Closing in accordance with the terms of this Agreement; (vii) evidence of payment to the Escrow Agent of the Indemnification Escrow Amount and the Adjustment Escrow Amount in accordance with Section 2.4(c)(iv); (viii) evidence of payment of the Reserve Amount to an account designated by the Stockholders’ Representative; (ix) to the Company’s or its Subsidiaries’ applicable creditors, on behalf of the Company by or its Secretary’s certificate containing (i) copies Subsidiaries, payment of the text of the resolutions by which the corporate action all Indebtedness identified on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserIndebtedness Certificate; and (ivx) a certificate of Buyer and Merger Sub I to the Registration Rights Agreement duly executed by each Purchasereffect set forth in Section 9.3(c).

Deliveries. The Investor shall have received from ACTV at or ---------- prior to Closing: (a) On a copy of the Certificate of Incorporation of ACTV, including all amendments, certified by the appropriate official of ACTV's state of incorporation, together with a certificate of good standing issued by the appropriate official of ACTV's state of incorporation, both issued as of a date not more than ten days before the date of the Closing; (b) a copy of the Bylaws of ACTV, including all amendments, certified by the President, any Vice President or prior the Secretary of ACTV to be a true and complete copy as of the Closing; (c) a copy of resolutions of the Board of Directors of ACTV approving and authorizing the execution and delivery of this Agreement and the Warrant, the issuance of the Shares and the Warrant Shares and the reservation of shares for issuance upon exercise of the Warrant, certified by the President or any Vice President of ACTV to be a true and complete copy of duly adopted resolutions; (d) stock certificates in proper form representing the Shares to be issued at the Closing Date, and the Company shall deliver or cause Warrant to be delivered to issued at the Closing, in each Purchaser the following: (i) this Agreement case duly executed by the CompanyACTV; (iie) a Note with a principal amount as set forth on certificate dated the signature page hereto equal to each Purchaser’s Subscription Amount, registered date of the Closing signed by the President or any Vice President of ACTV stating that the conditions specified in the name of such Purchaserthis Section 4 are satisfied; (iiif) the Registration Rights Agreement Sub-License Agreement, duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each ACTV and ACTV Entertainment, Inc., as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledlicensor; and (vg) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this LLC Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by ACTV or a subsidiary of ACTV. ACTV will use commercially reasonable efforts to cause all the conditions stated in this Section to be satisfied at or before the date set for the Closing, except only such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited conditions as may have been waived by the Investor. The conditions stated in this Section are provided solely for the benefit of the Investor Questionnaire duly executed and may be waived only by each Purchaser; and (iv) the Registration Rights Agreement duly executed Investor. Any waiver will be effective only if stated expressly in writing by each Purchaserthe Investor.

Deliveries. (a) On or prior to the Closing Date, the Company Administrative Agent shall deliver or cause have received each of the following in form and substance satisfactory to be delivered to each Purchaser the followingAdministrative Agent: (i) A certificate of the Borrower signed by an Authorized Officer, dated the Closing Date stating that (x) all representations and warranties of the Borrower set forth in this Agreement duly executed are true and correct in all material respects (except for those representations and warranties that are qualified by the Companyreference to materiality, which shall be true and correct in all respects, and that those representations and warranties that are made herein as of a stated date are true and correct in all material respects as of such stated date), (y) no Event of Default or Potential Default exists, and (z) no Material Adverse Change has occurred since December 31, 2024; (ii) a Note with a principal amount as set forth on A certificate dated the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed Closing Date and signed by the Company; (iv) a certificate executed on behalf Secretary or an Assistant Secretary of the Company Borrower, certifying as appropriate as to: (A) all action taken by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) Borrower authorizing the execution, delivery and performance of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Loan Documents and attaching copies of such resolution or other corporate or organizational action; (B) the transactions names and actions contemplated hereby and thereby, which shall be accompanied by a certificate office of the corporate secretary or assistant corporate secretary of Company dated as of Authorized Officers authorized to sign the Closing Date certifying to the Purchasers that such resolutions were duly adopted Loan Documents and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, their true signatures; and (iiiC) copies of (A) the Company’s Certificate of Incorporation and bylaws its organizational documents as in effect on the Closing Date, and (B) to the certificate evidencing the good standing of Company extent applicable, certified as of a day within five (5) Business Days sufficiently recent date prior to the Closing Date. (b) On or prior Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the Closing Datecontinued valid existence, each Purchaser shall deliver or cause good standing and qualification to be delivered to engage in its business of the Company Borrower in the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amountstate of its organization; (iii) Accredited Investor Questionnaire This Agreement and each of the other Loan Documents duly executed by the parties thereto; (iv) Written opinion(s) of counsel for the Borrower, addressed to the Administrative Agent and all Lenders, dated the Closing Date; (v) Evidence of insurance complying with the requirements of this Agreement; (vi) A duly completed Compliance Certificate dated the Closing Date, signed by an Authorized Officer of the Borrower; (vii) A certificate of an Authorized Officer of the Borrower as to the Solvency of the Borrower after giving effect to the transactions contemplated by this Agreement; (viii) All material consents, licenses and approvals required for the delivery and performance by the Borrower of any Loan Document; (ix) Evidence that all Indebtedness not permitted under Section 9.1 [Indebtedness] shall have been paid in full and that all necessary termination statements, release statements and other releases in connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable, in form and substance reasonably satisfactory to the Administrative Agent); (x) Lien searches in acceptable scope and with acceptable results; (xi) The Statements; (xii) The Administrative Agent and each PurchaserLender shall have received, in form and substance acceptable to the Administrative Agent and each Lender such documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations and Anti-Terrorism Laws, including the USA PATRIOT Act; (xiii) earnings and financial forecasts provided to the Administrative Agent and the Lenders reasonably acceptable to the Administrative Agent; (xiv) the Administrative Agent shall be satisfied that all amounts whatsoever owing to each Exiting Lender under the Existing Credit Agreement and related documents through and including the Closing Date (whether or not then due) shall have been (or shall concurrently be) paid in full; and (ivxv) Such other documents in connection with such transactions as the Registration Rights Agreement duly executed by each PurchaserAdministrative Agent or its counsel may reasonably request.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement This Agreement, duly executed by the Company; (ii) a Note with a principal amount as set forth on A duly executed stock certificate representing the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserSeries C Preferred Shares purchased hereunder; (iii) the Registration Rights Agreement The Warrants purchased hereunder, duly executed by the Company; (iv) a certificate The Registration Rights Agreement, duly executed on behalf by the Company; (v) A legal opinion of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined Fulbright & ▇▇▇▇▇▇▇▇ L.L.P, substantially in the Exchange Actform of Exhibit C attached hereto; (vi) A certificate, executed by the Secretary of the Company, dated as of the Closing Date, certifying (i) the resolutions adopted by the Board of Directors approving the transactions contemplated by this Agreement, the Registration Rights Agreement and each of the other Transaction Documents, and the issuance of the Securities to be issued at the Closing, and that such resolutions remain in which such officer shall certify that full force and effect, (ii) the conditions set forth in Section 2.3(bcurrent versions of the Company’s certificate of incorporation and bylaws, each as amended, (iii) have been fulfilled; and (v) a certificate executed as to the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company by its Secretary’s Company, and (iv) a certificate containing (i) copies of evidencing the text of the resolutions by which the corporate action on the part formation and good standing of the Company necessary to approve this Agreement and issued by the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate Secretary of State of the corporate secretary State of Delaware, as of a date within three (3) Trading Days of the Closing Date; (vii) A certificate, executed by the President or assistant corporate secretary Chief Executive Officer of Company the Company, dated as of the Closing Date Date, certifying the matters set forth in Section 2.3(a)(i) below; and (viii) Such other documents relating to the transactions contemplated by this Agreement as the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datetheir counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement This Agreement, duly executed by such Purchaser; (ii) such The Purchaser’s Subscription AmountAmount by wire transfer to the account as specified in writing by the Company; (iii) Accredited Investor Questionnaire The Warrants, duly executed by each such Purchaser; (iv) The Registration Rights Agreement, duly executed by such Purchaser; and (ivv) the Registration Rights Agreement A fully completed and duly executed by each PurchaserSelling Securityholder Questionnaire.

Deliveries. Parent shall have made or tendered, or caused to be made or tendered, delivery to the Buyer of the following documents: (a) On or the Company Interests, accompanied by instruments of transfer duly executed and in proper form for transfer to the Buyer under applicable Law; (b) the Caribe Transfer Agreement, duly executed by ESCO Luxembourg, and the Caribe Shares; (c) resignations from each manager of the Company and Aclara International, each director of Caribe and the officers of the Company and the Company Subsidiaries set forth on Disclosure Schedule 7.4(c), which resignations shall be effective as of the Closing; (d) a certificate of good standing issued by the Secretary of State of the State of Ohio as to the good standing of the Company and a good standing certificate for Aclara International from the Secretary of State of the State of Missouri, in each case dated as of a date not earlier than ten (10) Business Days prior to the Closing Date, Closing; (e) release in the form attached as Exhibit D executed by an authorized Representative of Parent regarding the termination of any Contracts between the Company shall deliver or cause the Company Subsidiaries, on the one hand, and Parent, and any Affiliate of Parent, on the other hand, and the termination of intercompany accounts pursuant to be delivered to each Purchaser Section 2.7; (f) recordable releases of all security interests recorded against the following:Company’s or the Company Subsidiaries’ assets (including, without limitation, against any Owned Real Property); (g) (i) this Agreement duly executed a certificate signed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer Secretary or Chief Executive Officer (each as defined in the Exchange Act) Assistant Secretary of the Company, each Company Subsidiary and the Parent, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary certifying as to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate accuracy and full force and effect of Incorporation resolutions adopted by the board of directors or managers of such entity, as applicable, regarding this Agreement, the applicable Ancillary Agreements and bylaws in effect on the Closing Datetransactions contemplated hereby and attached as one or more exhibits to such certificate, and (B) the names and signatures of the officers of the Company, each Company Subsidiary and the Parent, as applicable, authorized to sign this Agreement and each Ancillary Agreement to which such entity is a party and (ii) a certificate evidencing the good standing signed by an appropriate officer of Company ESCO Luxembourg, dated as of a day within five (5) Business Days prior to the Closing Date., certifying as to similar matters with respect to the Share Transfer Agreement for the Caribe Shares; (bh) On the certificate required by an officer of Parent pursuant to Section 7.1; (i) the Employee Escrow Agreement, duly executed by Parent; (j) the Transition Services Agreement, duly executed by Parent, in the form attached as Exhibit E; (k) the Guarantee Reimbursement Agreement in the form attached as Exhibit F (the “Guarantee Reimbursement Agreement”), duly executed by Parent; (l) evidence of termination of any guarantees, pledges or other obligations of the Company and the Company Subsidiaries under the Credit Agreement dated as of May 14, 2012 among ESCO Technologies Inc., its Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, PNC Bank, National Association as Syndication Agent, and SunTrust Bank, W▇▇▇▇ Fargo Bank, National Association and Bank of America, N.A. as Co-Documentation Agents; and (m) all other documents, instruments or certificates required to be delivered by the Parent at or prior to the Closing Date, each Purchaser shall deliver or cause pursuant to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserAgreement.

Deliveries. (a) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amountan executed Note, registered in the name of such each Purchaser; (iii) the Registration Rights Security Agreement and the IP Security Agreement, each duly executed by the Company and each Subsidiary, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed by the parties thereto and all Collateral including the shares of stock in Oncolix shall be delivered to the Collateral Agent; (iv) the Warrant, duly executed by the Company; (ivv) a certificate executed on behalf legal opinion of Company Counsel in the form of Exhibit H, attached hereto; (vi) Certificates of the CEO and Secretary of the Company by its Principal Executive Officer or Chief Executive Officer certifying as to (each as defined in a) copies of the Exchange Act) Certificate of and bylaws of the Company, dated as amended and restated as of the Closing Datedate hereof, in which (b) all actions taken and consents made by the Company and its Board of Directors and shareholders, as applicable to authorize the transactions provided by the Transaction Documents, (c) the names of the directors and officers of the Company authorized to sign the Transaction Documents , together with a sample of the true signature of such officer shall certify that the Person, (d) all conditions set forth in this Section 2.3(b) 2.2 have been fulfilledmet by the Company, and (e) no event has occurred or the Company anticipates occurring that has resulted in an Event of Default or with the passage of time would result in an Event of Default; and (vvii) a certificate executed on behalf Certificates of good standing for the Company by its Secretary’s certificate containing (i) copies in the jurisdictions of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation incorporation, in the principal places in which the Company conducts business and bylaws in effect on the Closing Date, and (B) places where the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Dateowns real estate. (viii) the Irrevocable Transfer Agent Instructions duly executed by the Company and the Transfer Agent; (ix) the duly executed Lock-Up Agreements; (x) the August 2017 Transaction Documents Amendment duly executed by the Company; and (xi) the Intercreditor Agreement. b) On or prior to the each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Escrow Agent or such Purchaser’s Subscription Amount;note and warrant to be exchanged; and (iii) Accredited Investor Questionnaire the Security Agreement, duly executed by each Purchaser; andthe Collateral Agent, along with all of the Security Documents, duly executed by the parties thereto; (iv) the Registration Rights Agreement duly executed by each such Purchaser; (v) the August 2017 Transaction Documents Amendment duly executed by the August 2017 Noteholder; and (vi) the Intercreditor Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company The Administrative Agent shall deliver or cause to be delivered to have received each Purchaser of the following: (i) Executed counterparts of this Agreement Amendment, duly executed by the Company;Borrower, the Guarantors, the Administrative Agent, each Lender and each Issuing Bank and Swing Line Lender. (ii) Certified copies of the resolutions (or excerpts thereof) of each Loan Party approving this Amendment and the other Loan Documents delivered in connection here- with to which it is or is to be a Note with a principal amount party and/or authorizing the general partner, managing member or officers, as set forth applicable, to act on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name behalf of such Purchaser;limited partnership, limited liability company or corporation, as the case may be, and of all documents evidencing other necessary action (including, without limitation, all necessary general partner, man- aging member, board of directors or other similar action). (iii) A copy of a certificate of the Registration Rights Agreement Secretary of State of the jurisdiction of organi- zation or formation of each Loan Party and (if applicable) each general partner or manag- ing member of each Loan Party dated reasonably near the Amendment No. 1 Effective Date, certifying (A) as to a true and correct copy of the charter or similar Constitutive Documents of such Person and each amendment thereto on file in such Secretary’s office, (B) that (I) such amendments are the only amendments to such Person’s charter or similar Constitutive Documents on file in such Secretary’s office and (II) such Person has paid all franchise taxes to the date of such certificate and (C) such Person is duly executed by formed and in good standing or presently subsisting under the Company;laws of the State of the jurisdiction of its organization. ​ (iv) a A certificate executed on behalf of the Company by President, a Vice President, Secretary or an Assistant Secretary (or persons performing similar functions) of each Loan Party or the managing general partner, general partner or managing member, as applicable, of each Loan Party, dated the Amendment No. 1 Effective Date (the statements made in which certificate shall be true on and as of the Amendment No.1 Effective Date), certifying as to (A) the absence of any amendments to the charter or similar Constitutive Documents of such Per- son since the date of the Secretary of State’s certificate referred to in 3(a)(ii), (B) the ab- sence of any amendments to the bylaws or limited liability company agreement (or simi- lar Constitutive Documents) of each Loan Party since January 13, 2023, the date on which the Loan Parties provided the Lenders with the Secretary Certificates delivered with the Credit Agreement, or copies of such amendments, and (C) the due organization or formation and good standing or valid existence of such Person as a corporation, a lim- ited liability company or a limited partnership, as the case may be, organized or formed under the laws of the jurisdiction of its Principal Executive Officer organization or Chief Executive Officer formation, and the absence of any proceeding for the dissolution or liquidation of such Person. (v) A certificate of the Secretary or an Assistant Secretary of each Loan Party or its managing general partner, general partner or managing member, as defined in applicable, certify- ing the Exchange Actnames and true signatures of the officers or managers, as applicable, of such Per- son authorized to sign on its behalf each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. ​ (vi) A Solvency Certificate, attesting to the Solvency of the Loan Parties before and after giving effect to this Amendment, from the chief financial officer (or person per- forming similar functions) of the CompanyBorrower. (vii) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ PLLC, counsel for the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and the Lenders party hereto and dated as of the Closing Amendment No. 1 Effective Date, in substan- tially the form of the opinion pre-approved by counsel to the Administrative Agent prior to the Amendment No. 1 Effective Date. (viii) A favorable opinion of GableGotwals, New York counsel for the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and the Lenders party hereto and dated as of the Amendment No. 1 Effective Date, in substantially the form of the opinion pre-approved by counsel to the Administrative Agent prior to the Amendment No. 1 Effective Date, covering such customary matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request. ​ (ix) A certificate of the Borrower signed by a Responsible Officer, dated the Amendment No. 1 Effective Date stating that (i) each of the representations and warran- ties of the Loan Parties contained in Section 2 of this Amendment are true and accurate on and as of the Amendment No. 1 Effective Date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein) and the representations and warranties in the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 1 Effective Date after giving effect to the transactions contemplated hereby with the same effect as though such officer representations and warranties had been made on and as of the Amendment No. 1 Effective Date (except (x) that any representation and warranty that is already qualified as to materiality shall certify that be true and correct in all respects as so qualified and (y) representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), (ii) no Event of Default or Default exists or would result from this Amendment to occur on the Amendment No. 1 Effective Date, and (iii) the conditions set forth in Section 2.3(b3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated are sat- isfied as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Amendment No. 1 Effective Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.. ​

Deliveries. Contemporaneously with the execution and delivery of this Agreement: (a) On or prior to the Closing Date, the Company Seller shall deliver or cause to be have delivered to each Purchaser the followingfollowing documents: (i) this Agreement duly executed The Certificate of Formation of the Company, certified as of a recent date by the Secretary of State of the state of the Company’s organization, and a certificate of such authority dated as of a recent date as to the due formation and good standing of the Company and listing all documents of the Company on file with said authority; (ii) a Note A certificate of the Secretary of the Seller, or such other person with a principal amount similar function, dated as set forth of the date hereof certifying: (A) that attached thereto is a true and complete copy of the Limited Liability Company Agreement (the LLC Agreement”) as in effect on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name date of such Purchasercertification; (B) that the Certificate of Formation of the Company has not been amended by Seller; (C) that the LLC Agreement has not been amended by Seller; (D) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and sale and delivery of the Interests, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transaction contemplated by this Agreement; and (E) that each officer of Seller executing this Agreement and any agreement, certificate or instrument furnished pursuant hereto, was, at the respective times of such execution and delivery of such documents, duly elected or appointed, qualified and acting as such officer, and the signatures of such persons appearing on such documents are their genuine signatures or true facsimiles thereof; (iii) the Registration Rights Agreement a duly executed by power evidencing the Companytransfer of the Interests to Purchaser; (iv) a certificate executed on behalf true sale opinion of counsel to Seller in form and substance acceptable to Purchaser with respect to the transfer of the Company by its Principal Executive Officer or Chief Executive Officer Interests; (each v) such transfer documents and instruments as defined in the Exchange Act) may be necessary to comply with Section 9.02 of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledLLC Agreement; and (vvi) a certificate executed on behalf an Indemnification Agreement in form and substance acceptable to Purchaser with respect to the transfer of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Property to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedCompany, (ii) an incumbency certificate dated as a form of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior which is attached to the Closing DateProperty Transfer Agreement. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be have delivered to Seller the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserPurchase Price as provided in Section 1.02 hereof.

Deliveries. (a) On or prior to the Closing Date, the Company shall execute and deliver or cause to be delivered to each Purchaser Purchasers the following, each fully executed by the appropriate authorized officer or officers of the Company or DIA, as applicable: (i) this Agreement duly executed by the Company(along with all Disclosure Schedules); (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserDebentures; (iii) the Registration Rights Agreement duly executed by the CompanyWarrants; (iv) a certificate executed on behalf the Security Agreement and the DIA Security Agreement along with all Security Documents; (v) SBA Form 480 (Size Status Declaration), SBA Form 652 (Assurance of the Company by its Principal Executive Officer or Chief Executive Officer Compliance) and SBA Form 1031 (each as defined Portfolio Finance Report), Parts A and B, in the Exchange Actforms of Exhibit D, Exhibit E and Exhibit F, respectively, attached hereto; (vi) Approval by the Board of Directors of the Company, dated done in conformance with all applicable law and the Bylaws of the Company, certified by the Secretary of the Company as of the Closing Date, approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of this Agreement and the Transaction Documents, and authorizing execution, delivery, and performance thereof; (vii) Approval by the Board of Directors of the DIA, done in which such officer shall certify that conformance with all applicable law and the conditions set forth in Section 2.3(bBylaws of DIA, certified by the Secretary of DIA as of the Closing Date, approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of the DIA Security Agreement, and authorizing execution, delivery, and performance thereof; (viii) A copy of the Articles of Incorporation of the Company, as amended to date, certified by an official of the Company’s jurisdiction of formation or incorporation and further certified by the Secretary of the Company not to have been fulfilledaltered or amended since certification by such official; a Certificate of Good Standing dated within 30 days of the date first written above from the Secretary of State of the Company’s jurisdiction of formation or incorporation; and a copy of the Bylaws of the Company, certified as true and correct by the Secretary of the Company; and (vix) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the Such other Transaction Documents and the transactions and actions contemplated hereby and therebyinstruments, which shall be accompanied by a certificate of the corporate secretary documents or assistant corporate secretary of Company dated items as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datemay reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such each Purchaser; (ii) such Purchaser’s Subscription Amount;the sum of $800,000 (less the fees and expenses payable pursuant to Section 6.1) by wire transfer to the account as specified in writing by the Company; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Security Agreement and the DIA Security Agreement, duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this Agreement duly executed by the Company; (ii) a Note Security Agreement providing the Purchasers with a lien on all of the assets of the Company, duly executed by the Company; (iii) a Note registered in the name of the Purchaser with such principal amount as set forth on Schedule 1; (iv) a Warrant registered in the signature page hereto equal to each Purchaser’s Subscription Amountname of the Purchaser for such number of Warrant Shares as set forth on Schedule 1; (v) the Commitment Shares, registered in the name of such Purchaserthe Purchaser as set forth on Schedule 1; (iiivi) the Registration Rights Agreement duly executed by the Company; (ivvii) the Company shall have delivered to the Purchasers a certificate, in the form acceptable to the Purchasers and its counsel, executed by the secretary of the Company dated as of the Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors in a form acceptable to the Purchaser, (ii) Articles of Incorporation or other organizational document of each of the Company, and (iii) the Bylaws or other organizational document of the Company, each as in effect at the Closing; (viii) a certificate executed on behalf for each Subsidiary of the Company Company, in the form acceptable to the Purchasers and its counsel, executed by its Principal Executive Officer the secretary of such Subsidiary dated as of the Closing Date, as to (i) the resolutions as adopted by the Subsidiary’s board of directors or other governing body relating to the transactions contemplated by this Agreement in a form acceptable to the Purchasers, (ii) Certificate of Incorporation or other similar organizational document of such Subsidiary, and (iii) the Bylaws or other similar organizational document of such Subsidiary, each as in effect at the Closing; (ix) a certificate, duly executed by the Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in confirming compliance with Section 2.3(b2.3(a)(i) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated below and as of to such other matters as may be reasonably requested by the Closing Date executed on behalf of Company by Purchaser and its corporate secretary or one of its assistant corporate secretaries certifying counsel in the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and form acceptable to the Purchasers; (iiix) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate certificates evidencing the good standing of the Company and each Subsidiary in such entity’s jurisdiction of incorporation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a day date within five (5) Business Days prior to days of the Closing Date; (xi) an opinion of counsel to the Company, in such form as reasonably acceptable to the Purchaser; (xii) a Subsidiary Guaranty Agreement for each Subsidiary of the Company; (xiii) a fully executed “pay-off” letter and/or waiver, if required, from each of FirstFire Global Opportunities Fund LLC, EMA Financial LLC, Labrys Fund LP, and Eagle Equities LLC, demonstrating that all principal amount of and all accrued but unpaid interest thereon has been paid in full and such other executed documents reasonably requested by the Purchasers demonstrating that all Liens and security interests in any assets of the Company and/or any Subsidiary securing such indebtedness have been terminated including, but not limited to, the filing of any Lien termination and/or release documents with any applicable secretary of state including a UCC-3 termination statement (whether such is required to be signed or not); (xiv) an executed waiver from Investors Bank pursuant to the PPP Loan, in such form as reasonably acceptable to the Purchaser; (xv) an executed Escrow Agreement from the Company and the Escrow Agent; (xvi) an executed resignation letter of M▇▇▇▇ ▇▇▇▇▇▇▇, in such form as reasonably acceptable to the Purchaser; and (xvii) such other documents, instruments, opinions or certificates relating to the transactions contemplated by this Agreement as the Purchasers or its counsel may reasonably request. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such the Purchaser; (ii) such Purchaser’s Subscription Amount;the Purchase Price subject to the closing by wire transfer; and (iii) Accredited Investor Questionnaire the Security Agreement and Intellectual Property Security Agreement duly executed by each the Purchaser; (iv) the Subsidiary Guaranty Agreement duly executed by the Purchaser; and (ivv) the Registration Rights Agreement duly executed by each the Purchaser.

Deliveries. (a) On or prior to the Facility Closing Date, the Company shall deliver or cause is delivering to be delivered to each Purchaser ▇▇▇▇▇▇▇ with this signed Agreement the following: (a) a Certificate of the Secretary or an Assistant Secretary of the Company certifying (i) this Agreement duly executed by as to copies of the CompanyCertificate of Incorporation of the Company attached to such Certificate and that there have been no changes to such Certificate of Incorporation other than as attached, (ii) as to the By-Laws of the Company as in effect on the Facility Closing Date (copies of which shall be attached), (iii) as to resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of each Note Document to which the Company is a party (copies of which shall be attached), (iv) as to the names and true signatures of the incumbent officers of the Company authorized to sign the Note Documents to which the Company is or is to be a party, and (v) that no dissolution or liquidation proceedings as to the Company have been commenced or are contemplated; (b) an Officer’s Certificate certifying (i) that the representations and warranties by the Company in ARTICLE 4 are true, complete and correct in all material respects as of the Facility Closing Date and that the Company and each Restricted Subsidiary has performed and complied, in all material respects, with all agreements and conditions required to be complied with or performed by it on or before the Facility Closing Date under each Note Document to which the Company is a party; (ii) that as of the Facility Closing Date, the Company on a Note with a principal amount consolidated basis is Solvent and the Company individually is Solvent; and (iii) that true, complete and correct copies of each Private Placement Document and Principal Bank Facility Document in effect as set forth on of the signature page hereto equal Facility Closing Date has been delivered to each Purchaser’s Subscription Amount, registered in the name of such Purchaser▇▇▇▇▇▇▇; (iiic) corporate good standing certificates dated as of a recent date as to the Registration Rights Agreement duly executed by Company from the CompanySecretary of State of the State of Delaware; (ivd) a certificate executed on behalf favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Company and the Restricted Subsidiaries (or such other counsel designated by its Principal Executive Officer or Chief Executive Officer (each as defined the Company and acceptable to ▇▇▇▇▇▇▇), satisfactory to ▇▇▇▇▇▇▇ and substantially in the Exchange Actform of Exhibit 1.2(d) and as to such other matters as ▇▇▇▇▇▇▇ may reasonably request. The Company hereby directs such counsel to deliver said opinion, agrees that the issuance and sale of any Notes will constitute a confirmation of that direction, and understands and agrees that ▇▇▇▇▇▇▇ will and is hereby authorized to rely on such opinion; and (e) a favorable opinion of General Counsel of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered counsel to the Company and the following: (iRestricted Subsidiaries, satisfactory to ▇▇▇▇▇▇▇ and substantially in the form of Exhibit 1.2(e) this Agreement duly executed by and as to such Purchaser; (ii) other matters as ▇▇▇▇▇▇▇ may reasonably request. The Company hereby directs such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) counsel to deliver said opinion, agrees that the Registration Rights Agreement duly executed by each Purchaserissuance and sale of any Notes will constitute a confirmation of that direction, and understands and agrees that ▇▇▇▇▇▇▇ will and is hereby authorized to rely on such opinions.

Deliveries. (a) On or prior to the each Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) with respect to the First Tranche Closing only, this Agreement Agreement, duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription AmountNote, registered in the name of such the Purchaser; (iii) with respect to the Registration Rights Agreement First Tranche Closing only, the Security Agreement, duly executed by the Company; (iv) a certificate executed on behalf in the case of the Company First Tranche Closing, the Registration Rights Agreement, duly executed by its Principal Executive Officer or Chief Executive Officer the Company; (each as defined v) in the Exchange Actcase of the First Tranche Closing, the Lockup Agreement which has been duly executed by the parties thereto; (vi) in the case of the First Tranche Closing, the Call Option Agreement which has been duly executed by each of Tabula Rasa and Launchpad; (vii) in the case of the First Tranche Closing, One Million Three Hundred Thousand (1,300,000) of the Company, dated as Structuring Shares or such other amount which complies with the Beneficial Ownership Limitation (delivered via DWAC transfer to the account of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledPurchaser); and (vviii) a certificate executed on behalf duly certified copy of a resolution or resolutions of the board of directors of the Company by its Secretary’s certificate containing (i) copies of relating to the text of the resolutions by which the corporate action on the part authority of the Company necessary to approve this Agreement execute and deliver and perform its obligations under the Transaction Documents and all other instruments, agreements, certificates and other documents provided for or contemplated by the said Transaction Documents and the transactions manner in which and actions contemplated hereby by whom the foregoing documents are to be executed and therebydelivered, which shall be accompanied certified by a certificate senior officer of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Daterelevant entity. (b) On or prior to the each Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) with respect to the First Tranche Closing only, this Agreement duly executed by such the Purchaser; (ii) such the Purchaser’s Subscription AmountAmount by wire transfer in accordance with the wire instructions specified on Exhibit C; (iii) Accredited Investor Questionnaire in the case of the First Tranche Closing, the Registration Rights Agreement duly executed by each the Purchaser; and (iv) in the Registration Rights case of the First Tranche Closing, the Call Option Agreement which has been duly executed by each the Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser The Sellers shall deliver or cause to be delivered to the Company Purchaser the followingfollowing in form and substance satisfactory to the Purchaser, acting reasonably: (i) this Agreement certificates representing the Purchased Interest duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by such Purchaserthe holders of record; (ii) such Purchaser’s Subscription Amountcertified copies of (i) the Organizational Documents of each Purchased Company, (ii) all resolutions or actions of the shareholders, the board of directors, the members or the managers, as the case may be, of each Seller and the Company approving the entering into and completion of the transaction contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of the directors, officers or other governing persons, as applicable, of each Seller and the Company authorized to sign this Agreement and the Ancillary Agreements, together with their specimen signatures; (iii) Accredited Investor Questionnaire duly executed a certificate of status, compliance, good standing or like certificate with respect to each Seller and each Purchased Company issued by each Purchaser; appropriate government officials of their respective jurisdictions of formation and, in all cases, by the appropriate government officials of Florida; (iv) the Registration Rights certificates referred to in Section 6.1(a) and Section 6.1(a); (v) a non-competition agreement in favor of the Purchaser, duly executed as of the date of this Agreement (but the effectiveness of which is contingent upon the Closing) by each person named in Schedule 6.1(h)(v) and such other Persons as the Purchaser may reasonably request, substantially in the form of the agreement attached to Schedule 6.1(h)(v); (vi) an employment agreement duly executed by each of [Redacted - Personal Information—Deliveries], which among other things would terminate their respective existing employment agreements with the Company (including their respective rights to receive compensation for terminating their employment agreements because of a diminution of such employee or independent contractor’s authority, duties or reporting structure), together with non-competition agreements in favor of the Purchaser; (vii) the services agreement between [Redacted—Personal Information - Deliveries] and Imaging Center of West Palm Beach LLC shall have been terminated at Closing and any employment agreement between any Purchased Company and [Redacted—Personal Information - Deliveries] shall have been terminated and [Redacted—Personal Information—Deliveries] shall have entered into a medical director services agreement with Imaging Center of West Palm Beach LLC for providing professional radiology services in form and substance satisfactory to the Parties, acting reasonably; (viii) agreements terminating, without any further liability to any party, the management and other intercompany or shared services agreements referred to in Section 6.1(h)(viii) of the Disclosure Letter among the parties to such agreements effective as at the Closing; (ix) a duly executed resignation effective as at the Closing of each Person listed in Schedule 6.1(h)(ix) from the offices set forth on such schedule; (x) a lock-up agreement duly executed by each Person that will receive Consideration Shares under the terms of this Agreement, substantially in the form of the agreement in Schedule 6.1(h)(x); (xi) the Escrow Agreement executed by the Sellers’ Representative; (xii) the repayment and cancellation of all existing shareholder loans or Indebtedness between the Company and any Seller or Principal; (xiii) confirmations of discharge of Liens and/or payoff letters from all earnout recipients and holders of Indebtedness listed in Section 3.1(o) (Title to the Assets) of the Disclosure Letter; (xiv) a duly executed funds flow direction which conforms with the principles set forth in Schedule 6.1(h)(xiv); and (xv) subscription agreements, duly executed by each Person receiving Consideration Shares, in the form of the agreement in Schedule 6.1(h)(xv) (the “Subscription Agreements”).

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by a written evidence, to the Company;Purchaser’s reasonable satisfaction, from the Company Transfer Agent, evidencing (i) the issuance of the Issued Shares and (ii) that such Issued Shares are held on the official registry of the Company with the Purchaser as a record holder thereof. (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) Secretary of the Company, dated as of the Closing Date, in which such officer shall certify that (a) certifying the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of resolutions adopted by the Company Board of Directors or a duly authorized committee thereof approving the transactions contemplated by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Issued Shares, (b) attaching a certified true copy of the Closing Date certifying to shareholders’ resolutions approving the Purchasers that such resolutions were duly adopted allotment and have not been amended or rescindedissue of the Issued Shares, (iic) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries attaching and certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing DateOrganizational Documents, and (Bd) the certificate evidencing certifying the good standing of the Company under the laws of Singapore and that there are no Proceedings for the dissolution or liquidation of the Company or any of the Subsidiaries, and (e) certifying as of a day within five (5) Business Days prior to the Closing Datesignatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iii) the certificate referred to in Section6.1(g); (iv) a receipt acknowledging the Company’s receipt of the original share certificates representing the Consideration Shares held by the Purchaser; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Tag-Along Agreement, duly executed by the Major Shareholder; (vii) the Joint Venture Termination Agreement, duly executed by the Company MEMC Shareholders; (viii) a Waiver and Release duly executed by MKC for the director of MKC nominated or appointed by the Purchaser who tender his resignations pursuant to Section 2.3(b)(iii), together with a certified copy of the resolutions of the general meeting of shareholders of MKC duly adopted in accordance with Section 5.6 that authorize and approve the execution, delivery and performance of each such Waiver and Release; and (ix) all other documents required to be entered into by the Company pursuant hereto or reasonably requested by the Purchaser to consummate the transactions contemplated by the Transaction Documents. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaserthe original share certificates representing the Consideration Shares; (ii) such Purchaser’s Subscription Amountthe certificate referred to in Section 6.2(e); (iii) Accredited Investor Questionnaire the original letter of resignation of the director of MKC nominated by the Purchaser as are reasonably requested by the Company in writing no later than ten (10) Business Days prior to the Closing Date, executed in form and substance reasonably acceptable to the Purchaser and the Company; (iv) a receipt acknowledging the Purchaser’s receipt of the original share certificates representing the Issued Shares; (v) the Registration Rights Agreement, the Tag-Along Agreement and the Joint Venture Termination Agreement, each duly executed by each the Purchaser; and (ivvi) all other documents required to be entered into by the Registration Rights Agreement duly executed Purchaser pursuant hereto or reasonably requested by each Purchaserthe Company to consummate the transactions contemplated by the Transaction Documents.

Deliveries. (a) On or prior to the Initial Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with legal opinion of Company Counsel and Special Swiss Company Counsel, each in a principal amount as set forth on form acceptable to the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Initial Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (viv) a certificate executed on behalf of the Company by its Secretarysecretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Initial Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Initial Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate current Articles of Incorporation Association and bylaws in effect on the Initial Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Initial Closing Date, and (C) the resolutions adopted by the Company’s board of directors and shareholders, each in their relevant capacity, approving the Offering and Transaction Documents. (b) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Initial Closing Subscription Amount;Amount transferred and paid to the Company in accordance with the wire instructions set forth in Exhibit B, half (½) upon the execution of this Agreement and half (½) prior to the Initial Closing Date; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a legal opinion of Company Counsel, in the form of Exhibit D attached hereto; (iii) Notes (in the principal amounts as such Purchaser shall request) representing such principal amount as set forth of the Notes that such Purchaser is purchasing hereunder at the Closing, duly executed on behalf of the signature page hereto equal to each Purchaser’s Subscription Amount, Company and registered in the name of such Purchaser; (iiiiv) the Subsidiary Guarantees duly executed by each of the Subsidiary Guarantors; (v) a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares required to be delivered to such Purchaser on the Closing Date in connection with the Additional Interest (as such term is defined in the Notes) and registered in the name of such Purchaser; (vi) the Registration Rights Agreement duly executed by the Company; (ivvii) a certificate executed on behalf evidencing the incorporation and good standing of the Company and each Subsidiary in such entity’s state or other jurisdiction of incorporation or organization issued by its Principal Executive Officer the Secretary of State (or Chief Executive Officer (each as defined in the Exchange Actother applicable authority) of such state or jurisdiction of incorporation or organization as of a date within thirty (30) days of the CompanyClosing Date; (viii) a secretary’s certificate, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary certifying as to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Resolutions (as defined in Section 2.3(b)(iv) below), (B) the Fourth Amended and Restated Certificate of Incorporation and bylaws in effect on of the Company, certified as of a date within ten (10) days of the Closing Date, and (BC) the certificate evidencing bylaws of the good standing Company, each as in effect as of Company the Closing Date, (D) the organizational documents of each Subsidiary, certified as of a day date within five ten (510) Business Days days of the Closing Date by the applicable governmental authority of the applicable jurisdiction, except that, with respect to Hollywood Software, Inc., such certification may be dated prior to the date that is ten (10) days prior to the Closing DateDate and a certification made as of a current date will be provided promptly upon receipt by the Company from the Secretary of State of the State of California, and (E) the by-laws, limited partnership agreement or limited liability company agreement of each Subsidiary, as the case may be; and (viii) such other documents relating to the transactions contemplated by this Agreement as such Purchaser or its counsel may reasonably request; and (ix) such other documents relating to the transactions contemplated by the Transaction Documents as such Purchaser or its counsel may reasonably request. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer to the account as specified in writing by the Company; and (iviii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to At the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingClosing: (i) this Agreement duly executed by the Company; Liberty IDTel shall deliver to IDT Parent (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (ivi) a certificate from Liberty IDTel dated the Closing Date, executed on behalf by an executive officer of Liberty IDTel stating that, to the Company best knowledge of such executive officer, the representations and warranties of Liberty IDTel set forth in Article 3 of this Agreement are, if specifically qualified by its Principal Executive Officer or Chief Executive Officer (materiality, true and correct and, if not so qualified, true and correct in all material respects, in each as defined in the Exchange Act) of the Company, dated case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date, (ii) a certificate of the secretary of Liberty IDTel, dated the Closing Date, certifying that all necessary corporate action required to be taken in which connection with the execution, delivery and performance of this Agreement has been taken, (iii) a certificate of good standing of Liberty IDTel from the Delaware Secretary of State, as of a date not more than 3 days prior to the Closing Date and (iv) the certificate described in Section 2.03(b) hereof. (ii) Liberty IDTel shall deliver all stock certificates representing the Preferred Shares, accompanied by duly executed instruments of transfer in the name of IDT Parent. (iii) IDT Parent shall deliver to Liberty IDTel (i) a certificate from IDT Parent, dated the Closing Date, executed by an executive officer of IDT Parent stating that, to the best knowledge of such officer shall certify that executive officer, the conditions representations and warranties of IDT Parent set forth in Article 4 and Article 6 of this Agreement are, if specifically qualified by materiality, true and correct and, if not so qualified, true and correct in all material respects, in each case as of the Closing Date, except to the extent such representations and warranties are expressly made as of only an earlier date, (ii) a certificate of the secretary of IDT Parent, dated the Closing Date, certifying that all necessary corporate action required to be taken in connection with the execution, delivery and performance of this Agreement and the Registration Rights Agreement (as defined below) has been taken, (iii) a certificate of good standing of IDT Parent from the Delaware Secretary of State, as of a date not more than 3 days prior to the Closing Date and (iv) the certificate described in Section 2.3(b2.02(d) have been fulfilled; andhereof. (iv) IDT Parent shall deliver a duly executed stock certificate representing the Consideration Shares, executed in proper form and registered in the name of Liberty IDTel, Inc. (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement IDT Parent and the other Transaction Documents Liberty IDTel shall execute and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) exchange the Registration Rights Agreement duly executed by each Purchaseramong IDT Parent and Liberty Media Corporation, Liberty IDTel, Microwave Holdings, L.L.C. and Liberty TP Management, Inc., in the form attached hereto as Annex A (the “Registration Rights Agreement”).

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) i. a Note with a in the principal amount as set forth on the signature page hereto equal to each the Purchaser’s Subscription Amount, registered in the name of such the Purchaser; (iii) the Registration Rights ii. a Security Agreement duly executed by the Company; iii. a copy of Co-Sale Agreement, duly executed by the parties thereto; and iv. an Officer’s Certificate attesting that (ivi) a certificate executed on behalf of the Company has performed in all material respects its obligations required to be performed by its Principal Executive Officer it under this Agreement at or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of prior to the Closing Date, in which such officer shall certify that the conditions including those set forth in Section 2.3(b2.4(b), and has obtained all consents and approvals required for the consummation of the transactions contemplated hereby; and (ii) have been fulfilled; and (v) a certificate executed on behalf the representations and warranties of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve contained in this Agreement and in any certificate or other writing delivered by the other Transaction Documents Company pursuant hereto are true and the transactions correct at and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted as if made at and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this i. the Purchaser’s delivery of the Subscription Amount to the Company; ii. the Security Agreement duly executed by such the Purchaser; iii. a copy of the Co-Sale Agreement; iv. an Investor Questionnaire (in the form attached hereto as Exhibit B duly executed by the Purchaser. v. an Officer’s Certificate attesting that (i) the Purchaser has performed in all material respects its obligations required to be performed by it under this Agreement at or prior to the Closing Date, including those set forth in Section 2.4(a), and has obtained all consents and approvals required for the consummation of the transactions contemplated hereby; and (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed the representations and warranties of the Purchaser contained in this Agreement and in any certificate or other writing delivered by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserPurchaser pursuant hereto are true and correct at and as of the Closing Date as if made at and as of the Closing Date.

Deliveries. The Purchaser shall have tendered to the Seller, at or prior to the Closing, and against the deliveries referred to in Section 8.5, the following: (a) On in accordance with Sections 2.5 and 2.6 hereof, the Purchase Price; (b) the executed Assignment and Assumption Agreement; (c) the executed Escrow Agreement; (d) the executed Consulting and Noncompetition Agreement; (e) the certificate of incorporation of the Purchaser, as amended to the Closing Date, certified by the Secretary of State of its jurisdiction of incorporation; (f) the by-laws of the Purchaser, as amended to the Closing Date, certified as of the Closing Date by its Secretary or Assistant Secretary; (g) a good standing certificate, dated not earlier than five days prior to the Closing Date, of the Company shall deliver appropriate Governmental Authority of the Purchaser's jurisdiction of incorporation or cause organization, as to be delivered to each the good standing of the Purchaser in such jurisdiction; (h) resolutions, certified as of the following:Closing Date by the Secretary or Assistant Secretary of the Purchaser, adopted by its Board of Directors, authorizing the execution and delivery by such Purchaser of this Agreement and the other Acquisition Documents, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby; (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf certificates of the Company by its Principal Executive Officer President or Chief Executive Officer (each as defined in the Exchange Act) Vice President of the Company, dated as of the Closing Date, in which such officer shall certify that Purchaser to evidence compliance with the conditions set forth in Section 2.3(bSections 9.1 through 9.3 and 9.6 hereof and any other certificates to evidence compliance with the conditions set forth in this Article IX as may be reasonably requested by the Seller or its counsel; (j) have been fulfilledsuch other agreements, undertakings and instruments of assumption, in form and substance reasonably satisfactory to the Seller, as shall be effective to cause the Assumed Liabilities to be binding on the Purchaser and such other documents or certificates as shall be reasonably requested by the Seller or its counsel; and (vk) a certificate executed on behalf the opinion of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby▇▇▇▇▇▇▇▇ & ▇'▇▇▇▇, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying LLP, counsel to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedPurchaser, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior addressed to the Closing DateSeller, substantially in the form of Exhibit G hereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note legal opinion of Company Counsel, substantially in the form of Exhibit D attached hereto; (iii) a Debenture with a principal amount as set forth on the signature page hereto equal to each such Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of certificate, dated the Company Closing Date and signed by its Principal the Chief Executive Officer or Chief Executive Financial Officer (each as defined in the Exchange Act) of the Company, dated as of (A) providing the Closing DateCompany’s wire instructions, in which such officer shall certify (B) certifying that the all conditions set forth in Section 2.3(b) 2.3 have been fulfilled; and fulfilled and (vC) a certificate executed on behalf certifying that (I) the representations and warranties of the Company contained in any Transaction Document are true and correct in all material respects (or, to the extent representations or warranties are qualified by its Secretary’s certificate containing (imateriality or Material Adverse Effect, in all respects) copies of the text of the resolutions by which the corporate action when made and on the part Closing Date (unless as of a specific date therein in which case they shall be accurate as of such date), (II) all obligations, covenants and agreements of the Company necessary required to approve be performed at or prior to the Closing Date have been performed, (III) there have been no Material Adverse Effect with respect to the Company since the date of this Agreement and (IV) no Event of Default (as defined in the other Transaction Documents Debentures) and no event or condition that constitutes an Event of Default (as defined in the transactions and actions contemplated hereby and therebyDebentures) or that upon notice, which shall be accompanied by a certificate lapse of time or both would, unless cured or waived, become an Event of Default (as defined in the corporate secretary or assistant corporate secretary of Company dated Debentures) exists as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated would occur as a result of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect transactions to occur on the Closing Date, and ; (Bv) the certificate evidencing Security Agreement, duly executed by the good standing Company and each Subsidiary, along with all of Company as of a day within five (5) Business Days prior the Security Documents, duly executed by the parties thereto, the original Pledged Securities and corresponding blank stock powers in form and substance satisfactory to the Closing DatePurchasers; (vi) the Intercreditor Agreement, duly executed by the parties thereto; and (vii) the Registration Rights Agreement, duly executed by the parties thereto. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription AmountAmount by wire transfer from its current escrow arrangement to the Blocked Account; (iii) Accredited Investor Questionnaire the Security Agreement duly executed by each such Purchaser; and (iv) the Registration Rights Agreement Agreement, duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser of the Purchasers the following: (i) this Agreement duly executed by the CompanyCompany with the schedules, exhibits or appendices thereto, as applicable, current as of the Closing Date; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, Purchased Shares registered in the name of each Purchaser in the amount set forth on such Purchaser’s signature page; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf Warrant Certificate representing a Warrant to purchase a number of Warrant Shares equal to 100% of the Company Purchased Shares purchased by its Principal Executive Officer or such Purchaser hereunder; (v) a certificate of the Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that that, to the best of his knowledge, the conditions set forth in Section 2.3(b) have been fulfilled; and (vvi) a certificate executed on behalf of the Company by its Secretaryan officer’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary Chief Financial Officer of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, and (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each such Purchaser; (iii) such Purchaser’s Subscription Amount by wire transfer of immediately available funds to the Company; and (iv) all documents that such Purchaser is required to execute and deliver to the Company under Applicable Laws and the rules and policies of the TSX Venture Exchange, including the forms set out in Schedules A to D attached hereto, as applicable, as the issue and sale of the Securities by the Company to the Purchasers will not be qualified by a prospectus or registration statement.

Deliveries. At the Closing and as a condition to Closing: (a) On or prior to the Closing Date, the Company The Sellers shall deliver or cause to be have delivered to each Purchaser the followingPurchaser: (i) a duly executed counterpart to the Escrow Agreement by the Sellers’ Representative; (ii) a certificate of the Secretary of the Company, duly executed and dated the Closing Date, as to the incumbency of each officer of the Company executing a Transaction Document or any document related thereto, attaching and certifying the Organizational Documents of the Company, all of the resolutions adopted by the board of directors of the Company and the Sellers relating to this Agreement Agreement, the Transactions or any document related thereto, and a good standing certificate for the Company issued by the Secretary of State of California; (iii) all certificates evidencing the Shares in negotiable form free and clear of all Liens, transfer and stamp Tax obligations, duly endorsed in blank for transfer to, or accompanied by duly executed stock transfer powers executed in favor of, Purchaser; (iv) spousal consent, if applicable, with respect to the sale of the Shares hereunder for any Seller who is a resident of a state that recognizes such Shares as community property under applicable state statutes, via a counterpart signature to this Agreement; (v) resignations, in form and substance reasonably satisfactory to Purchaser, of each director and each officer of the Company, which resignations shall be effective as of the Closing; (vi) payoff letters, in form and substance reasonably satisfactory to Purchaser, evidencing the discharge or payment in full of any Debt Amount outstanding as of the Closing Date (the “Payoff Letters”), in each case duly executed by each holder of such Debt Amount as reflected in such Payoff Letter and in the Estimated Closing Payment Calculation Statement, which Payoff Letters shall also provide for termination of the underlying credit facility or other Contract, Lien terminations and other instruments of discharge to fully and finally release any Liens related to such Debt Amount; (vii) executed questionnaires from each Seller confirming his status as an Accredited Investor; (viii) the Estimated Closing Payment Calculation Statement in accordance with Section ‎2.2; (ix) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations duly executed by each of the Sellers; an IRS Form W-9 duly executed by each of the Sellers; and any other Tax certifications or documents requested by Purchaser or its Affiliates with respect to the transactions contemplated by this Agreement; (x) all corporate books and records and other property of the Company in the possession of the Sellers or any Affiliate thereof (other than the Company); (xi) the additional deliverables referenced in Section ‎8.1; and (xii) such other documents, instruments, certificates and Contracts as may be reasonably required by Purchaser to consummate and give effect to the Transactions. (b) Purchaser shall deliver to the Sellers: (i) the Estimated Closing Payment; provided, however, the Stock Consideration shall be recorded in book-entry form in the name of the Sellers with Parent’s transfer agent, American Stock Transfer & Trust Company; (ii) a Note with a principal amount as set forth on duly executed counterparts to the signature page hereto equal to each Purchaser’s Subscription Amount, registered in Escrow Agreement by Purchaser and the name of such Purchaser;Escrow Agent; and (iii) the Registration Rights Agreement duly executed such other documents, instruments, certificates and Contracts as may be reasonably required by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary Sellers to approve this Agreement consummate and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying give effect to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateTransactions. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this Agreement duly executed by the CompanyCompany with the schedules and exhibits thereto; (ii) a Note with certificate evidencing a principal amount as set forth on number of Shares being purchased by such Purchaser at the signature page hereto equal to each Purchaser’s Subscription AmountClosing, registered in the name of such Purchaser; (iii) as applicable, a separate certificate evidencing a number of Shares being received by the applicable Purchaser in connection with the exchange of their Surrendered Securities; (iv) Warrants registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to one hundred percent (100%) of such Purchaser’s Conversion Shares (assuming the Shares calculated pursuant to clause (iii) above are fully converted at the Closing), with an initial exercise price equal to the IPO Warrant Exercise Price, subject to adjustment therein; (v) a legal opinion of Company Counsel in customary form satisfactory to the Purchasers and G&M; (vi) the Escrow Agreement duly executed by the Company, the Escrow Agent and the Placement Agent; (vii) the Registration Rights Agreement duly executed by the Company; (ivviii) The Company shall have delivered a certificate certificate, executed on behalf of the Company by its Principal Chief Executive Officer or its Chief Executive Officer (each as defined in the Exchange Act) of the CompanyFinancial Officer, dated as of the Closing Date, in which such officer shall certify that certifying to the fulfillment of the conditions set forth specified in Section Sections 2.3(b) have been fulfilled; and); (vix) The Company shall have delivered a certificate certificate, executed on behalf of the Company by its Secretary’s certificate containing (i) copies , dated as of the text of Closing Date, certifying the resolutions adopted by which the corporate action on the part Board of Directors of the Company necessary to approve approving the transactions contemplated by this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Securities, certifying the current versions of the Closing Date Articles of Incorporation and Bylaws of the Company and certifying as to the Purchasers that such resolutions were duly adopted signatures and have not been amended or rescinded, (ii) an incumbency certificate dated as authority of persons signing the Closing Date executed Transaction Documents and related documents on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate ; and (x) Waivers and consents from all applicable existing noteholders and stockholders of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateCompany. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser, to the Company; (ii) such Purchaser’s cash Subscription AmountAmount by wire transfer or as otherwise permitted under the Escrow Agreement, to the Escrow Agent; (iii) Accredited Investor Questionnaire duly executed by each as applicable, such Purchaser; and’s Surrendered Securities to be exchanged for Shares, to the Company; (iv) the Registration Rights Agreement duly executed by each such Purchaser, to the Company.

Deliveries. (a) On or prior to the Closing Date, the Company The following agreements and documents shall deliver or cause to be have been delivered to each Purchaser the followingParent, and (where applicable) shall be in full force and effect: (i) a certificate, executed on behalf of Company by an executive officer of Company, confirming that the conditions set forth in paragraphs (a), (b), (d), (f) and (g) of this Section 9.2 have been satisfied in all material respects; (ii) a certificate, executed on behalf of Company by the Secretary or any Assistant Secretary of Company, to the effect that the Board of Directors and shareholders of the Company have taken all actions necessary to authorize the execution, delivery and performance of this Agreement duly executed and the consummation of the Contemplated Transactions by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by minute books, any stock transfer books and any corporate seal of the Company and its Subsidiaries which are in the Company's possession; (iv) a certificate executed on behalf the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel for the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in and the Exchange Act) of the CompanyShareholders, dated as of the Closing Date, in form and substance satisfactory to counsel for Parent and Sub; (v) termination letters relating to the Recapitalization Documents and the severance benefits contained in the Employment Agreements between the Company on one hand and ▇▇▇▇▇▇▇ Spain and ▇▇▇▇▇▇ Spain, on the other; (vi) the E&Y Pooling Letter and the letter from KPMG, addressed to Parent dated as of a date within two business days before Closing to the effect that, based upon discussions with officials responsible for financial and accounting matters, and information to be furnished to KPMG through such date, KPMG concurs with Parent management's conclusion that, as of such date, no conditions exist which such officer shall certify that would preclude Parent from accounting for the conditions set forth merger with the Company as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations, if the Merger is closed and consummated in Section 2.3(baccordance with this Agreement (the "KPMG Pooling Letter"); (vii) have been fulfilledthe Non-Competition Agreements, executed by each of ▇▇▇▇▇▇▇ Spain, ▇▇▇▇▇▇ Spain, and ▇▇▇▇▇ Spain and the Employment and Non- Competition Agreement executed by ▇▇▇▇▇ Spain; (viii) the Articles of Merger and the related officers' certificate required by Pennsylvania Law executed by the Company; (ix) the written resignations of all officers and directors of Company, effective as of the Closing; (x) Affiliate Agreements executed by each of the Company's Pooling Affiliates; and (vxi) such other documents and items as are contemplated by this Agreement or as Parent may reasonably request, including, with respect to Company and each of its Subsidiaries, certificates of existence, subsistence or good standing, as applicable, from their respective states of incorporation and certificates of qualification to do business for each other state in which such a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Dateis required. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing DateClosing, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaserthe Purchaser in the Principal Amount of $400,000; (iii) the Registration Rights Agreement duly executed by Commitment Shares registered in the Companyname of the Purchaser; (iv) a certificate executed on behalf of Reserved; (v) the Company shall have provided the Purchaser with the Company’s wire instructions, on Company letterhead and executed by its Principal the Chief Executive Officer or Chief Executive Officer Financial Officer; (each vi) Irrevocable Transfer Agent Instructions, signed by the Company and the Transfer Agent, for the Purchaser with respect to (x) the Commitment Shares and (ii) the Conversion Shares to be issued to the Purchaser upon any conversion the Purchaser’s Note; (vii) an officer’s certificate certifying that the representations and warranties of the Company in this Agreement are true and correct as defined of the Closing as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied, and complied in all material respects with the Exchange Actcovenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing and no Event of Default has occurred; (viii) a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within 10 days of the Closing; (ix) a certified copy of the Certificate of Incorporation (or such equivalent organizational document) of the Company, dated within 10 days of the Closing; (x) an officer’s certificate, in the form reasonably acceptable to the Purchaser, executed by an officer of the Company and dated as of the Closing DateClosing, as to (i) the resolutions adopted by the Company’s board of directors authorizing the transactions contemplated hereby in which such officer shall certify that a form reasonably acceptable to the conditions set forth Purchaser, and (ii) the Certificate of Incorporation of the Company as in Section 2.3(beffect at the Closing; (xi) have been fulfilleda letter from the Transfer Agent certifying the number of shares of Common Stock outstanding immediately prior to the Closing; (xii) a flow of funds memorandum in form and substance mutually agreed to by the Company and the Purchaser (a “Flow of Funds Memorandum”) duly executed by the Company; and (vxiii) a certificate executed on behalf of such other documents, instruments, or certificates relating to the Company transactions contemplated by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and as the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary Purchaser or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Datecounsel may reasonably request. (b) On or prior to the Closing DateClosing, each the Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such the Purchaser; (ii) such the Purchaser’s Subscription Amount;Amount by wire transfer to the account specified in writing by the Company; and (iii) Accredited Investor Questionnaire a Flow of Funds Memorandum duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note legal opinion of Company Counsel, in substantially the form of Exhibit D attached hereto; (iii) a Debenture with a principal amount as set forth on the signature page hereto equal to each such Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iiiiv) a Warrant registered in the Registration Rights Agreement duly executed name of such Purchaser to purchase up to a number of shares of Common Stock equal to 15% of such Purchaser’s Subscription Amount divided by the Companyinitial Conversion Price, with an exercise price equal to $0.60, subject to adjustment therein; (ivv) a an officer’s certificate executed on behalf of from the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyOfficer, dated as of the Closing Date, in certifying and setting forth (i) the names, signatures and positions of the Persons authorized to execute this Agreement and any other Transaction Documents to which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and Company is a party, (vii) a certificate executed on behalf copy of the resolutions of the Company by its Secretary’s certificate containing authorizing the execution, delivery and performance of this Agreement, and (iiii) copies of certifying that the text of the resolutions by which the corporate action on the part representations and warranties of the Company necessary to approve this Agreement are true and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated correct as of the Closing Date certifying and that the Company has satisfied all of the conditions to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, Closing; and (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (Avi) the Registration Rights Agreement Amendment duly executed by the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer to the account as specified in writing by the Company; and (iviii) the Registration Rights Agreement Amendment duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser The Sellers shall deliver or cause to be delivered to the Company Purchaser the followingfollowing in form and substance satisfactory to the Purchaser, acting reasonably: (i) this Agreement certificates representing the Purchased Interest duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by such Purchaserthe holders of record; (ii) such Purchaser’s Subscription Amountcertified copies of (i) the Organizational Documents of each Purchased Company, (ii) all resolutions or actions of the shareholders, the board of directors, the members or the managers, as the case may be, of each Seller and the Company approving the entering into and completion of the transaction contemplated by this Agreement and the Ancillary Agreements, and (iii) a list of the directors, officers or other governing persons, as applicable, of each Seller and the Company authorized to sign this Agreement and the Ancillary Agreements, together with their specimen signatures; (iii) Accredited Investor Questionnaire duly executed a certificate of status, compliance, good standing or like certificate with respect to each Seller and each Purchased Company issued by each Purchaser; appropriate government officials of their respective jurisdictions of formation and, in all cases, by the appropriate government officials of Georgia; (iv) the Registration Rights certificates referred to in Section 6.1(a) and Section 6.1(b); (v) a non-competition agreement in favor of the Purchaser, duly executed as of the date of this Agreement (but the effectiveness of which is contingent upon the Closing) by each person named in Schedule 6.1(i)(v) and such other Persons as the Purchaser may reasonably request, substantially in the form of the agreement attached to Schedule 6.1(i)(v); (vi) an employment agreement duly executed by each of [Redacted - Personal Information - Deliveries] which among other things would terminate their respective existing employment agreements with the Company (including their respective rights to receive compensation for terminating their employment agreements because of a diminution of such employee or independent contractor’s authority, duties or reporting structure), together with non-competition agreements in favor of the Purchaser; (vii) agreements terminating, without any further liability to any party, the management and other intercompany or shared services agreements referred to in Section 6.1(i)(vii) of the Disclosure Letter among the parties to such agreements effective as at the Closing; (viii) a duly executed resignation effective as at the Closing of each Person listed in Schedule 6.1(i)(viii) from the offices set forth on such schedule; (ix) a lock-up agreement duly executed by each Person that will receive Consideration Shares under the terms of this Agreement, substantially in the form of the agreement in Schedule 6.1(i)(ix) ; (x) the Escrow Agreement executed by the Sellers’ Representative; (xi) the repayment and cancellation of all existing shareholder loans or Indebtedness between the Company and any Seller or Principal; (xii) confirmations of discharge of Liens and/or payoff letters from all earnout recipients and holders of Indebtedness listed in Section 3.1(o) (Title to the Assets) of the Disclosure Letter; (xiii) a duly executed funds flow direction which conforms with the principles set forth in Schedule 6.1(i)(xiii); and (xiv) subscription agreements, duly executed by each Person receiving Consideration Shares, in the form of the agreement in Schedule 6.1(i)(xiv) (the “Subscription Agreements”).

Deliveries. At the Closing, subject to the terms and conditions contained herein: (a) On or prior The Shareholders shall cause HoldCo to, and HoldCo shall, deliver to Buyer the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingfollowing items: (i) this Agreement duly Duly executed by counterparts to each of the CompanyTransaction Documents to which any Seller Party or the Company is party; (ii) a Note with a principal amount The Organizational Documents of the Company and HoldCo as set forth on of the signature page hereto equal to each Purchaser’s Subscription Amount, registered in most recent practicable date certified by the name Texas Department of such PurchaserBanking; (iii) A Franchise Tax Account Status from the Registration Rights Agreement duly Texas Comptroller evidencing the Company’s “active” right to transact business in Texas. (iv) A certificate of the Secretary of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to the Organizational Documents of the Company and as to the resolutions of the Company’s board of directors and the Shareholders authorizing the Transaction Documents and the transactions contemplated hereby; (v) An officer’s certificate of the Company in accordance with Section 10.2(c); (vi) The resignations referenced in Section 8.3; (vii) The Required Consents; (viii) All documents and instruments related to or used to consummate the Reorganization; (ix) Evidence satisfactory to Buyer that all Company Options have been exercised in full or cancelled without Liability to Buyer, the Company or any of their Affiliates prior to the Reorganization Effective Time; (x) The joinder agreement referenced in Section 2.2; and (xi) Evidence satisfactory to Buyer that the Company has obtained “tail” directors and officers and errors and omissions liability insurance policies as set forth in Section 8.6. (b) Buyer shall deliver the following items: (i) Duly executed counterparts to the Transaction Documents to which it is a party; (ii) The certificate of incorporation of Buyer certified as of the most recent practicable date by the CompanySecretary of State of Delaware; (iii) A certificate of the Secretary of State of Delaware as to the good standing as of the most recent practicable date of Buyer in such jurisdiction; (iv) a A certificate executed of the Secretary of Buyer, given by him or her on behalf of Buyer and not in his or her individual capacity, certifying as to the Company by its Principal Executive Officer or Chief Executive Officer (each certificate of incorporation and the bylaws of Buyer and as defined in to the Exchange Act) resolutions of the Company, dated as board of directors of Buyer authorizing the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a hereby; (v) An officer’s certificate of the corporate secretary or assistant corporate secretary of Company dated as Buyer in accordance with Section 10.3(c); (vi) The Closing Date Merger Consideration in accordance with Section 3.7(a); (vii) Duly executed counterparts to each of the Closing Date certifying Employment Agreements; (viii) Duly executed counterparts to each of the Non-Compete Agreements; and (ix) A duly executed counterpart to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Bozeman Non-Compete Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (bc) On or prior to the Closing Date, each Purchaser The Shareholders’ Representative shall deliver or cause to be delivered to the Company the followingfollowing items: (i) this Agreement duly Duly executed by such Purchaser;counterparts to each of the Transaction Documents to which the Shareholders’ Representative is party; and (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed A certificate of the Shareholders’ Representative, given by each Purchaser; and (iv) him or her, in his or her capacity as the Registration Rights Agreement duly executed by each PurchaserShareholders’ Representative and not in his or her individual capacity, certifying as to the matters set forth in Section 10.2(d).

Deliveries. (a) On or prior to the Closing Date, the Company shall execute and deliver or cause to be delivered to each Purchaser the following, each fully executed by the appropriate authorized officer or officers of the Company: (i) this Agreement duly executed by the Company(along with all Disclosure Schedules); (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserDebenture; (iii) the Registration Rights Agreement duly executed by the CompanyWarrant; (iv) a certificate executed on behalf the Security Agreement along with all Security Documents; (v) SBA Form 480 (Size Status Declaration), SBA Form 652 (Assurance of the Company by its Principal Executive Officer or Chief Executive Officer Compliance) and SBA Form 1031 (each as defined Portfolio Finance Report), Parts A and B, in the Exchange Actforms of Exhibit D, Exhibit E and Exhibit F, respectively, attached hereto; (vi) Approval by the Board of Directors of the Company, dated done in conformance with all applicable law and the bylaws of the Company, certified by the Secretary of the Company as of the Closing Date, in which approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of this Agreement and the Transaction Documents, and authorizing execution, delivery, and performance thereof; (vii) A copy of the Articles of Incorporation of the Company, certified by an official of the Company's jurisdiction of formation or incorporation and further certified by the Secretary of Company not to have been altered or amended since certification by such officer shall certify that official; a Certificate of Good Standing dated within 30 days of the conditions set forth date first written above from the Secretary of State of the Company's jurisdiction; and a copy of the Bylaws of the Company, certified as true and correct by the Secretary of the Company; (viii) Payment of the origination and commitment fees, if any, referenced in Section 2.3(b) have been fulfilled2.1 hereof; and (vix) a certificate executed on behalf of the Company by its Secretary’s certificate containing (iSuch other instruments, documents or items as Purchaser may reasonably request. b) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on On the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s 's Subscription Amount;Amount by wire transfer to the account as specified in writing by the Company; and (iii) Accredited Investor Questionnaire the Security Agreement, duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On The Agent shall have received, at or prior to the Closing Date, time of the Company shall deliver or cause to be delivered to each Purchaser making of the above-mentioned initial Accommodation under the Term Facility the following, each dated such day (or another day satisfactory to the Agent), in form, scope and substance satisfactory to the Agent and its counsel, each acting reasonably: (a) copies, certified by a senior officer of the Borrower, of: (i) the constating documents and the by-laws of each of the Borrower and the Guarantors; (ii) the resolutions of the board of directors, or any duly authorized committee thereof, of each of the Borrower and the Guarantors approving the entering into of this Agreement and each Ancillary Agreement to which the Borrower or the Guarantors are a party; and (iii) all other instruments evidencing necessary corporate action of each of the Borrower and the Guarantors and of required Authorizations, if any, with respect to such matters (which condition was met at Closing and which condition need not be met by the Guarantors only in connection with the entering into and execution of this Agreement); (b) certificates of a senior officer of each of the Borrower and the Guarantors certifying the names and true signatures of its officers authorized to sign this Agreement and the Ancillary Agreements to which the Borrower or the Guarantors are a party (which condition was met at Closing and which condition need not be met by the Guarantors only in connection with the entering into and execution of this Agreement); (c) a certificate of status, compliance, good standing or like certificate with respect to each of the Borrower and the Guarantors issued by appropriate government officials of the jurisdiction of its incorporation and, to the extent such certificates are issued, of each jurisdiction in which it carries on business (which condition was met at Closing and which condition need not be met by the Guarantors only in connection with the entering into and execution of this Agreement); (d) a sworn declaration of a senior officer of the Borrower confirming (i) that the Borrower and each of its Subsidiaries is in compliance with all Environmental Laws (including Environmental Permits) or Environmental Orders in Canada and in other applicable foreign jurisdictions with environmental jurisdiction over the Borrower or any of its Subsidiaries and (ii) that the Borrower and its Subsidiaries shall have, all Environmental Permits which were or are required, as the case may be, in order to carry on their respective businesses and operations under such Environmental Laws, except where, in the case of both (i) and (ii) above, non-compliance therewith or failure to obtain same would not have had nor does have, individually or in the aggregate, a Material Adverse Effect (which condition was met at Closing); (e) a sworn declaration of a senior officer of the Borrower confirming no violation of, and compliance with, all applicable Laws and Authorizations by the Borrower and its Subsidiaries which, if breached, would have a Material Adverse Effect (which condition was met at Closing); (f) a sworn declaration of a senior officer of the Borrower confirming no violation of, and compliance with, all agreements (except where the violation or non-compliance would not singly or in aggregate have a Material Adverse Effect) and that all applicable consents and waivers required to consummate the Acquisition and the transactions contemplated thereby have been obtained (except where the failure to obtain such consents and waivers would not singly or in aggregate have a Material Adverse Effect) (which condition was met at Closing); (g) copies, certified by a senior officer of the Borrower, of all material documentation relating to the Acquisition, and all applicable consents, waivers, agreements, instruments, certificates, legal opinions and other documents relating to the Acquisition which are requested by the Agent, acting reasonably (which condition was met at Closing); (h) any certificates of officers of the Borrower or public officials, and any consents, acknowledgments, estoppel certificates, waivers, priority agreements and intercreditor agreements which are necessary or desirable in the opinion of the Agent, acting reasonably, in relation to the Credit Facilities (including to establish or confirm the rights or priorities of the Agent or any of the Lenders under any of the Credit Documents); (i) the Guarantees duly executed by each of the Guarantors and the Security Documents duly executed by the CompanyBorrower and by each of the Guarantors pursuant to ARTICLE 8 (which condition was met at Closing) and a confirmation by each Guarantor in respect of such Guarantees; (iij) a Note with a principal amount as set forth on confirmation from its counsel that the signature page hereto equal Liens constituted by the Security Documents have been registered, filed and recorded in all jurisdictions where such registration, filing or recording is necessary or of advantage to each Purchaser’s Subscription Amountthe creation, registered in the name perfection, preservation or protection of such PurchaserLiens; (iiik) evidence of the Registration Rights Agreement duly executed by the Companyinsurance policies required pursuant to SECTION 7.1(4) (which condition was met at Closing); (ivl) a certificate executed on behalf legal opinion under the Laws of such jurisdictions as may be requested by the Agent or its counsel, each acting reasonably, subject to customary assumptions, qualifications, exclusions and limitations as are acceptable to the Agent and its counsel, each acting reasonably, of counsel to the Borrower and each of the Company by its Principal Executive Officer or Chief Executive Officer (Guarantors as to the due authorization, execution, delivery, legality, validity, binding nature and enforceability of this Agreement and each as defined in the Exchange Act) of the CompanyAncillary Agreements to which the Borrower or any Guarantor is a party, dated as the valid creation, the due perfection, protection and preservation and, in such jurisdictions where such opinions are customary, the applicable priority or ranking of the Liens constituted by the Security Documents, and such other matters as counsel to the Agent may reasonably request (which condition was met at Closing Date, and which condition need not be met by the Guarantors only in which such officer shall certify that connection with the conditions set forth in Section 2.3(b) have been fulfilledentering into and execution of this Agreement); and (vm) a certificate executed on behalf of such other certificates and documentation as the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary Agent may reasonably request to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying give effect to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as certificate of the Chief Executive Officer or Chief Financial Officer of the Company certifying the closing conditions set forth in Section 2.3(b) have been satisfied; (iii) a certificate, executed on behalf of the signature page hereto equal Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, certifying the current versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to each the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iv) a legal opinion of Company Counsel, in form reasonably satisfactory to the Purchasers addressed to the Purchasers; (v) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or in book entry form, at the Purchaser’s Subscription Amountelection (unless a Purchaser indicates otherwise, Shares shall be delivered in book entry form), evidencing such number of Shares set forth next to such Purchaser’s name on Exhibit A hereto, registered in the name of such Purchaser; (iiivi) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (vii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer to the account specified in writing by the Company; and (iviii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing DateDate (except as noted), the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth certificate evidencing 2,500 shares of Series F Preferred Stock or evidence of such issuance on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in books and records of the name of such PurchaserCompany maintained by the Transfer Agent; (iii) the Amended and Restated Registration Rights Agreement Agreement, duly executed by the Company; (iv) a certificate the Side Letter, duly executed on behalf of by the Company; (v) the Transfer Agent Instruction Letter, duly executed by the Company by its Principal Executive Officer or Chief Executive Officer and the Transfer Agent; (each as defined in the Exchange Actvi) of a legal opinion from Cozen ▇’▇▇▇▇▇▇, the Company’s counsel, dated as of the Closing Date, addressed to the Purchaser in a form reasonably acceptable to the Purchaser; (vii) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within sixty (60) days of the Closing Date, provided that in the event the date as of which such certificate was issued is more than ten (10) days prior to the Closing Date, the Company shall also deliver or cause to be delivered a memorandum stating that such Secretary of State (or comparable office) has confirmed that the Company or the Subsidiary, as applicable, confirmed that such entity is in good standing as of the date within ten (10) days of the Closing Date; (viii) a certificate evidencing the Company’s and each Subsidiary’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction, if any, in which the Company and each Subsidiary conducts business and is required to so qualify, as of a date within sixty (60) days of the Closing Date, provided that in the event the date as of which such officer certificate was issued is more than ten (10) days prior to the Closing Date, the Company shall certify also deliver or cause to be delivered a memorandum stating that such Secretary of State (or comparable office) has confirmed that the conditions set forth Company or the Subsidiary, as applicable, confirmed that such entity is in Section 2.3(bgood standing as of the date within ten (10) have been fulfilled; anddays of the Closing Date; (vix) a certified copy of the Company’s certificate of incorporation, as certified by the Department of State of New York within two (2) days of the Closing Date; (x) a certificate executed on behalf by the Secretary of the Company by its Secretary’s certificate containing and dated as of the Closing Date, as to (i) copies the resolutions, as adopted by the Board of Directors in a form reasonably acceptable to the text Purchaser, approving (A) the entering into and performance of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions issuance, offering and actions contemplated hereby and thereby, which shall be accompanied by a certificate sale of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing DateSecurities, and (B) the certificate evidencing the good standing performance of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company and each of its Subsidiaries of their respective obligations under the following: (i) this Agreement duly executed by such Purchaser; Transaction Documents contemplated therein, (ii) such Purchaserthe Company’s Subscription Amount; and each Subsidiary’s certificate of incorporation (or the functional equivalent), and (iii) Accredited Investor Questionnaire duly executed by the Company’s and each Purchaser; and Subsidiary’s bylaws (iv) or the Registration Rights Agreement duly executed by functional equivalent), each Purchaser.as in effect at the Closing;

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, Pre-Funded Warrant registered in the name of such Purchaser; (iii) the Officer’s Certificate; (iv) the Registration Rights Agreement duly executed by the Company; (ivv) a certificate Certificate, executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companyan Officer, dated as of the Closing Date, in which such officer shall certify that certifying the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and Agreement, the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate issuance of the corporate secretary or assistant corporate secretary Securities, certifying the current versions of the Certificate of Incorporation and Memorandum and Articles of Association of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) an opinion letter from ▇▇▇▇▇ & Case LLP, the Company’s counsel, and an opinion letter from ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (BVI) LLP, the Company’s BVI counsel, each dated as of the Closing Date certifying Date, and each in customary form and substance to be reasonably agreed upon with the Placement Agent and addressing such legal matters as the Placement Agent and the Company reasonably agree. The Placement Agent shall be entitled to rely on, to be protected in acting upon and, as applicable, be the third-party beneficiary of any opinion delivered to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing in connection with this Agreement, Agreement or any other agreement, certificate or other instrument executed pursuant hereto, and Transaction Documents; (iiivii) copies of the Lock-Up Agreements; and (Aviii) the Company’s Certificate of Incorporation wire instructions, on Company letterhead and bylaws in effect on executed by the Closing DateChief Executive Officer or Chief Financial Officer, and which shall be provided at least one (B) the certificate evidencing the good standing of Company as of a day within five (51) Business Days Day prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each such ▇▇▇▇▇▇▇▇▇; and (iii) such Purchaser’s Subscription Amount.

Deliveries. (a) On Simultaneously with or prior to the Closing DateClosing, the Company shall deliver or cause to be delivered to each the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Nevada; (iii) a Note with a principal amount as stock certificate relating to that number of shares of Preferred Stock set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaserhereto; (iiiiv) the Registration Investors Rights Agreement duly executed by the Company; (ivv) a certificate executed on behalf of the Company signed by its Principal Executive Officer or Chief Executive Officer and dated as of the Closing Date, stating that the conditions in Sections 2.3(b)(i) and (each as defined in the Exchange Actii) have been satisfied; (vi) a certificate of the Company’s Secretary, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate articles of Incorporation incorporation and bylaws bylaws, as then in effect on the Closing Dateand attached thereto, and (B) the certificate evidencing resolutions adopted by the good standing Company’s Board of Company Directors and any committee thereof authorizing the transactions contemplated hereby and attached thereto, and (C) as of a day within five (5) Business Days prior to the Closing Date.signatures and authority of the Persons signing the Transaction Documents and related documents on behalf of the Company; (vii) documents evidencing that any applicable regulatory or governmental consents or approvals for the transactions contemplated by the Transaction Documents have been obtained; and (b) On Simultaneously with or prior to the Closing DateClosing, each the Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) this Agreement duly executed by such the Purchaser; (ii) such Purchaser’s Subscription Amountthe Warrants for the Warrant Shares; (iii) Accredited Investor Questionnaire duly executed by each Purchaserthe Subscription Amount; and (iv) the Registration Investors Rights Agreement duly executed by each the Purchaser.

Deliveries. (a) On or prior to the a Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount certificate registered in the name of each Purchaser (or evidence of book entry issuance) representing the Common Shares purchased by such Purchaser as set forth on Schedule 1, duly executed by the signature page hereto equal to each Purchaser’s Subscription AmountCompany; (iii) a Warrant, registered in the name of such Purchasereach Purchaser as set forth on Schedule 1, duly executed by the Company; (iiiiv) the Registration Rights Agreement duly executed by the Company; (ivv) a certificate executed on behalf by the secretary of the Company dated as of the Closing Date, as to the resolutions as adopted by its Principal Executive Officer or the Company’s Board of Directors relating to the transactions contemplated by this Agreement; (vi) a certificate executed by the Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in confirming compliance with Section 2.3(b2.3 (b)(i) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and below; (iiivii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the a certificate evidencing the good standing of the Company in Nevada as of a day date within five 60 days of any Closing Date; and (5viii) Business Days prior such other documents, instruments, opinions or certificates relating to the Closing Datetransactions contemplated by this Agreement as the Purchasers or their counsel may reasonably request. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Accredited Investor Questionnaire attached as Exhibit E to the Term Sheet completed and executed by such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed the portion of the Purchase Price specified opposite its name on Schedule 1 hereto, by each Purchaserwire transfer; provided, that it is understood and agreed that the Purchase Price shall be delivered as set forth in Section 2.4 hereof; and (iv) the Registration Rights Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (v) if applicable, a certificate duly executed by an officer of the Placement Agent in the form reasonably acceptable to the Company to the effect that the Placement Agent has verified that each PurchaserPurchaser meets the definition of accredited investor in accordance with the requirements of Rule 506(b) of the Securities Act.