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of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate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 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 Xxxxxxxxx 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 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 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 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 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 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 DateDate (except as otherwise agreed by the Purchaser), 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 the Notes with a principal an aggregate Principal Amount equal to the amount as set forth opposite such Purchaser’s name in column (2) on the signature page hereto equal to each Purchaser’s Subscription AmountSchedule of Purchasers attached hereto, registered in the name of such the Purchaser; (iii) the Registration Rights Agreement Security Agreement, duly executed by the Company (and for all Closings after the first Closing, additional Purchasers shall merely sign a signature page and be an additional party to the Security Agreement); (iv) the Intellectual Property Security Agreement, duly executed by the Company (and for all Closings after the first Closing, additional Purchasers shall merely sign a signature page and be an additional party to the Intellectual Property Security Agreement); (v) the Subsidiary Guarantee, duly executed by the Company’s Subsidiaries (and for all Closings after the first Closing, additional Purchasers shall merely sign a signature page and be an additional party to the Subsidiary Guarantee); (ivvi) a certificate executed on behalf [Reserved]; (vii) the opinion of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of Xxxxxx Xxxxxxxx Xxxxxxxxxx & Xxxxx, LLP, the Company’s counsel, dated as of the Closing Date; (viii) [Reserved]; (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 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 Purchasers, 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 sale of the Securities and (B) the performance of the Company of its obligations under the Transaction Documents contemplated hereby therein, (ii) referencing links to the Company’s amended and therebyrestated certificate of incorporation, which shall be accompanied by as amended, (iii) referencing links to the Company’s amended and restated by-laws, each as in effect at the Closing and (iv) attaching a certificate of incumbency; (xi) a certificate executed by the corporate secretary or assistant corporate secretary Secretary of Company the each Guarantor and dated as of the Closing Date certifying Date, as to (i) the resolutions, as adopted by the board of directors of such Guarantor in a form reasonably acceptable to the Purchasers that such resolutions were duly adopted and have not been amended or rescindedPurchasers, (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 approving (A) the Company’s Certificate entering into and performance of Incorporation and bylaws in effect on the Closing Date, Transaction Documents to which it is a party and (B) the performance of Guarantor of its obligations under the Transaction Documents to which it is a party contemplated therein, (ii) referencing links to Guarantor’s constating documents and (iii) attaching a certificate evidencing the good standing of Company as of a day within five incumbency; and (5xii) Business Days prior such other documents, instruments or certificates relating to the Closing Datetransactions contemplated by this Agreement 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 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 Security Agreement, duly executed by each the Purchaser; and (iv) the Registration Rights Agreement Intellectual Property Security Agreement, duly executed by each the 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. 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. (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 Xxxxxx and Xxx Xxxxxxxxx (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: Xxxxx Xxxxxx; Shirith Kasher and Avi Xxxxxxxx; (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 Xxxxx Xxxxxxxxx.

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. (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. (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 or prior to the Closing DateDate (except as otherwise agreed by the Purchaser), 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 the Notes with a principal an aggregate Principal Amount equal to the amount as set forth opposite such Purchaser’s name in column (2) on the signature page hereto equal to each Purchaser’s Subscription AmountSchedule of Purchasers attached hereto, registered in the name of such the Purchaser; (iii) the Registration Rights Agreement Security Agreement, duly executed by the Company (and for all Closings after the first Closing, additional Purchasers shall merely sign a signature page and be an additional party to the Security Agreement); (iv) the Intellectual Property Security Agreement, duly executed by the Company (and for all Closings after the first Closing, additional Purchasers shall merely sign a signature page and be an additional party to the Intellectual Property Security Agreement); (v) the Subsidiary Guarantee, duly executed by the Company’s Subsidiaries (and for all Closings after the first Closing, additional Purchasers shall merely sign a signature page and be an additional party to the Subsidiary Guarantee); (ivvi) a certificate executed on behalf 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 by its Principal Executive Officer or Chief Executive Officer conducts business and is required to so qualify, as of a date within ten (each as defined in the Exchange Act10) of the Company, dated as days 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 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 the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary as such 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 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 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 Security Agreement, duly executed by each the Purchaser; and (iv) the Registration Rights Agreement Intellectual Property Security Agreement, 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 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 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 XXX 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 XXX 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 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 6.1 Items to be delivered to each Purchaser TRBT and/or the followingShareholders prior to or at Closing by the Company: (ia) this Agreement duly executed by Articles of Incorporation and amendments thereto, By-laws and amendments thereto, and a certificate of good standing in the Company’s state of incorporation; (b) all applicable schedules hereto; (c) all minutes and resolutions of board of director and shareholder meetings in possession of the Company; (iid) 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 Purchasershareholder list; (iiie) the Registration Rights Agreement duly executed by all financial statements and all tax returns in possession of the Company; (ivf) a certificate executed on behalf resolution from the Company’s Board appointing the designees of the Shareholders to the Company’s Board of Directors; (g) resolution from the Company’s Board, and if applicable, shareholder resolutions approving this transaction and authorizing the issuances of the shares hereto; (h) letters of resignation from the Company’s current officers and directors and acknowledgement that any employment agreements with TKAT are cancelled and terminated effective upon Closing and after the appointments described herein; (i) certificates representing shares of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined Shares issued in the Exchange Actdenominations as set forth opposite the name of the Shareholders and/or its designees on Schedule A to this Agreement; (j) of an opinion from counsel to 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 fulfilleda form deemed acceptable by TRBT and its counsel; and (vk) 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 document reasonably requested by the Shareholders that it deems necessary for the consummation 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 Datethis transaction. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause 6.2 Items to be delivered to the Company prior to or at Closing by TRBT and the followingShareholders: (ia) this Agreement duly executed TRBT shall deliver or assign to the Company the TRBT proof of payment of capital by such Purchaserthe respective capital contributors/shareholders listed on Schedule A issued by TRBT, and execute and deliver the applicable documents of conveyance and assignment of title; (iib) such Purchaser’s Subscription Amounta resolution that grants authority to the person or entity executing this Agreement on behalf of TRBT to enter into the agreement and bind TRBT to the terms and conditions of this Agreement; (iiic) Accredited Investor Questionnaire duly executed an agreement from each Shareholder surrendering his or her shares agreeing to a restriction on the transfer of the Exchange Stock as described in Section 2 hereof (“Offshore Restricted Securities Agreement”); (d) a copy of a consent of TRBT’s Board of Shareholders authorizing TRBT to take the necessary steps toward Closing the transaction described by each Purchaserthis Agreement in the form set forth in Schedule B; (e) Certificates of Good Standing for TRBT by Gong An (Public Security) of Taiyuan; (f) an opinion by counsel to TRBT, dated the Closing Date, in a form deemed acceptable by the Company and its counsel; and (ivg) such other documents, instruments or certificates as shall be reasonably requested by the Registration Rights Agreement duly executed by each PurchaserCompany or its counsel.

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, Xxxxxxx & Xxxxxxx 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 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 shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement its duly executed signature page to each of the other Transaction Documents to which it is a party; (ii) one or more stock certificates, evidencing the Shares; (iii) a Warrant, duly executed by the Company; (ii) a Note with a principal amount as , registered in the name of the Purchaser to purchase up to the number of Warrant Shares set forth on the signature page hereto hereto, with an exercise price equal to each Purchaser’s Subscription Amount, registered in $[*] (such Warrant certificate may be delivered within three trading days of the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the CompanyClosing Date; (iv) a certificate executed on behalf the opinion of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company’s General Counsel, 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; andform previously provided; (v) a certificate executed on behalf copy of the Company by its Secretary’s certificate containing (i) copies of Irrevocable Transfer Agent Instructions, in the text of form acceptable to 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 therebyPurchasers, which instructions shall be accompanied have been delivered to and acknowledged in writing 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 transfer agent; (Bvi) the a certificate evidencing the good standing of the Company issued by the Secretary of State of Delaware as of a day date within five ten (510) Business Days days of the Closing Date; (vii) a certificate, in the form acceptable to the Purchaser, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company’s board of directors in a form reasonably acceptable to the Purchaser; and (viii) a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately 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 its duly executed by such Purchasersignature page to each of the other Transaction Documents to which it is a party; (ii) such the Purchaser’s Net Subscription Amount;Amount by wire transfer to the account as specified in writing by the Company; and (iii) Accredited Investor Questionnaire duly executed a fully completed Purchaser Questionnaire, in the form attached hereto as Exhibit C, for the Company’s use in preparing the Registration Statement to be filed by each Purchaser; and (iv) the Company under the Registration Rights Agreement duly executed by each Purchaser(such Purchaser Questionnaire may be delivered within two Trading Days of the 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) 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 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 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 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. (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. 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 Xxxxxxx Xxxxx 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. 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 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. 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 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 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 the date hereof, the Company and each of the Investors shall deliver or prior cause to be delivered to the other, this Agreement, together with all exhibits and schedules attached thereto, duly executed by an authorized representative. (b) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Investor the following: (i) this Agreement duly executed a certificate evidencing the number of Shares equal to such Investor’s Investment Amount divided by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription AmountPer Unit Purchase Price, registered in the name of such Purchaser;Investor as set forth on Schedule 1; and (ii) a warrant, registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock equal to 50% of the number of Shares issuable to such Investor pursuant to Section 2.2(i) and (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of 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 certifying the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf incumbency and authority of the officers or authorized signatories 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 who execute this Agreement and the other Transaction Documents and the transactions truth, correctness and actions contemplated hereby and thereby, completeness of the following exhibits which shall be accompanied attached thereto: (i) a copy of resolutions duly adopted by a certificate the Board of Directors of the corporate secretary or assistant corporate secretary Company, in full force and effect at the time this Agreement is entered into, authorizing the execution of Company dated as this Agreement and the other Transaction Documents and the consummation of the Closing Date certifying to the Purchasers that such resolutions were duly adopted transactions contemplated herein and have not been amended or rescindedtherein, (ii) an incumbency certificate dated as a copy of the Certificate of Incorporation of the Company, as amended through the Closing Date executed on behalf Date, and as filed with and accepted and certified by an appropriate official of Company by its corporate secretary or one the Company’s jurisdiction 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 a copy of (A) the By-Laws of 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 amended through the Closing Date. (bc) On or prior to the Closing Date, each Purchaser Investor 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 (ivcheck or wire transfer) the Registration Rights Agreement duly executed by each Purchaseraggregate amount of the Investor’s Investment Amount in payment for the Shares and Warrants in accordance with the instructions set forth on Schedule 2 hereof.

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 to the applicable Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the Initial Closing, this Agreement duly executed by the Company; (ii) as to the Initial Closing, copies of lock-up/leak-out agreements in a Note with a principal amount form acceptable to the Placement Agents from each executive officer or director of the Company, each 10% stockholder of the Company and each of Cavalry Fund I LP, Eleven 11 Management LLC and Keystone Capital Partners LLC (and any of their respective affiliates that own capital stock of the Company); (iii) reserved; (iv) as set forth on to each Closing, book entry evidence from the signature page hereto Transfer Agent of the issuance of the number of shares of Preferred Stock equal to each such Purchaser’s Subscription AmountAmount divided by the Stated Value, registered in the name of such PurchaserPurchaser and, as to the Initial closing, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Nevada; (iiiv) as to each Closing, a Warrant registered in the name of such Purchaser exercisable for a number of shares of Common Stock equal to 50% of such Purchaser’s Conversion Shares, with an Exercise Price equal to $0.06 per share, subject to adjustment as specified therein; (vi) as to the Initial Closing, the Registration Rights Agreement duly executed by the Company; (ivix) as to the Initial Closing, 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 (vx) as to the Initial Closing, 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 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 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 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) to the Company, such Purchaser’s Subscription AmountAmount by wire transfer; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by such Pxxxxxxxx; and (iv) a completed Investor Questionnaire 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 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 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 Section 6.1(i); (iv) a receipt acknowledging the Company’s receipt of the Purchase Price; (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Tag-Along Agreement, duly executed by the Major Shareholder; and (vii) 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 certificate referred to in Section 6.2(f); (ii) such Purchaser’s Subscription Amountthe payment of the Purchase Price by wire transfer of same-day funds, as evidenced by an MT103 SWIFT message (or an equivalent thereof); (iii) Accredited Investor Questionnaire the Registration Rights Agreement, duly executed by each the Purchaser; (iv) the Tag-Along Agreement, duly executed by the Purchaser; (v) the lock up agreement in the form attached hereto as Exhibit D, duly executed by 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 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 Security Agreement duly executed by the Company; (iv) the 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 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 (vvi) 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; (iv) the Security Agreement duly executed by each Purchaser and the Collateral Agent; and (ivv) 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) the Original SPA or this Agreement Agreement, as applicable, duly executed by the Company; (ii) a Note duly executed by the Company and registered in the name of each such Purchaser in the Principal Amount of $400,000 and, with a principal amount as set forth on respect to the signature page hereto equal to each Initial Purchaser’s Subscription Amount, at the Second Closing the Amended and Restated Initial Purchaser Note; (iii) the Commitment Shares registered in the name of such Purchaser; (iiiiv) the Registration Rights Original Security Agreement or the Security Agreement, as applicable, duly executed by the Company; (ivv) a certificate executed on behalf of the Company shall have provided each 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; (vi) Irrevocable Transfer Agent Instructions, signed by the Company and the Transfer Agent, for each Purchaser with respect to (x) the Commitment Shares and (ii) the Conversion Shares to be issued to such Purchaser upon any conversion of such 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 Purchasers, 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 Purchasers, 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 Purchasers (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 the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary as each 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 Dateapplicable Closing, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) the Original SPA and this Agreement Agreement, as applicable, duly executed by such Purchaser; (ii) such 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 such Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser, 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) 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 $1.20 for each $1.00 of Subscription Amount paid by each Purchaser’s Subscription Amount, registered in the name of such Purchaser, as set forth on the signature pages hereto; (iiiiv) Warrants 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 Subscription 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 Registration Rights Escrow Agreement duly executed by the CompanyCompany and Escrow Agent; (ivvi) the Lockup Agreement signed by each of the holders of the Company’s securities identified on Schedule 2.2(a)(vii); (vii) 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 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 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 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 and the Escrow Agreement each 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 (except that the payment of the due diligence described on Schedule 3.1(s) will be deemed to have been received by the Company upon the occurrence of the first Closing and the Escrow Agent is instructed to deem such amount to have been paid and delivered to the Company; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and. (ivc) Anything to the Registration Rights Agreement duly executed by each Purchasercontrary herein notwithstanding, any Purchaser may elect to bypass the escrow arrangement described herein and arrange for its Closing directly with the Company without employing the Escrow Agent as an intermediary.

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) 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; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to issue the Shares into book entry; (iv) a certificate executed on behalf customary opinion of the Company by its Principal Executive Officer or Chief Executive Officer DLA Piper LLP (each US), as defined in the Exchange Act) of counsel for the Company, to the Purchaser, dated as of the Closing Date, in which such officer shall certify a form and substance reasonably acceptable to the Purchaser; (v) a certificate of the Secretary of State of Delaware certifying that the Company is duly incorporated under the laws of the State of Delaware and is in good standing and has a legal corporate existence so far as the records of the Secretary of State of Delaware show; (vi) a certificate of a duly authorized officer of the Company certifying that all conditions set forth precedent to the Purchaser’s obligations in Section 2.3(b) connection with Closing 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 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 Second Amended and bylaws in effect on the Closing DateRestated By-Laws, and (B) the certificate evidencing Company’s Amended and Restated Certificate of Incorporation, as amended and (C) the good standing resolutions of Company as the Board of a day within five (5) Business Days prior to Directors approving the Closing DateTransaction Documents and the transactions contemplated hereby. (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 Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each the Purchaser; and (iii) a cash amount equal to the Subscription Amount by wire transfer to the account as specified in writing by the Company. (c) If the Purchaser provides the cash amount set forth in Section 2.2(b)(iii) prior to the Closing Date and the Closing Date does not occur within one (1) Business Day following the receipt of such cash amount (the “Outside Date”), the Company shall return the full cash amount to the Purchaser within one (1) Business Day following the Outside Date. The Company acknowledges that any cash amount received from the Purchaser prior to the Closing Date is property of the Purchaser and is being held in trust by the Company for the Purchaser until the occurrence of the Closing on the 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) a Note copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent; (iii) a legal opinion of Company Counsel in a form reasonably acceptable to the Placement Agent with respect to the exemption from registration under the Securities Act applicable to the transactions contemplated by this Agreement; (iv) a principal amount certificate evidencing (or reasonable evidence of issuance by book entry, as set forth on the signature page hereto applicable, of) such aggregate number of shares of Preferred Stock equal to each such Purchaser’s Subscription AmountAmount divided by the Stated Value, registered in the name of such PurchaserPurchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iiiv) a Warrant registered in the Registration Rights Agreement name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Conversion Shares, with an exercise price equal to $11.50, subject to adjustment therein; (vi) a certificate 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, certifying that each and every representation and warranty of the Company shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date 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 officer specific date) and the Company shall certify have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (i) a certificate duly executed by the Chief Executive Officer of the Target, dated as of the Closing Date, in a form reasonably acceptable to such Purchaser, certifying that each and every representation and warranty of the Target shall be true and correct in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of the date when made and as of the Closing Date 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 Target shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions set forth required to be performed, satisfied or complied with by the Target at or prior to the Closing Date; (ii) a certificate executed by the Secretary of the Company, in Section 2.3(ba form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) have been fulfilledthe resolutions with respect to the transactions contemplated hereby and pursuant to the Merger Agreement as adopted by the Company’s board of directors, (ii) the certificate of incorporation of the Company and (iii) the bylaws of the Company, each as in effect at the Closing; (iii) a certificate executed by the Secretary of the Target, in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date, as to (i) the resolutions with respect to the transactions contemplated hereby and pursuant to the Merger Agreement as adopted by the Target’s board of directors, (ii) the certificate of formation of the Target and (iii) the bylaws of the Target, each as in effect at the Closing; (iv) a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing; and (v) a certificate the Registration Rights Agreement duly 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 or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserPxxxxxxxx; and (ivii) 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 This Agreement, duly executed by the Company; (ii) a Note with a principal amount as set forth on An undertaking to provide duly executed stock certificates representing the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name Common Shares purchased hereunder within ten (10) days of such PurchaserClosing; (iii) the Registration Rights Agreement The Warrants purchased hereunder, duly executed by the Company; (iv) The Registration Rights Agreement, duly executed by the Company; (v) The Company, each executive officer of the Company, each member of the Board of Directors and each five percent (5%) or greater stockholder shall enter into a “lock up” agreement in substantially the form attached hereto as Exhibit C attached hereto; (vi) A legal opinion of Xxxxxxx, Street and Deinard, Professional Association, substantially in the form of Exhibit D attached hereto; (vii) A copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent; (viii) A certificate, executed by the Secretary of the Company, dated as of the Closing Date: (a) certifying the resolutions adopted by the Board of Directors approving the Transaction Documents, the issuance of the Securities to be issued at the Closing, and that such resolutions remain in full force and effect, (b) certifying the current versions of the Company’s certificate executed of incorporation and bylaws, each as amended, (c) certifying the signatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company, and (d) evidencing the formation and good standing of the Company issued by its Principal Executive Officer the Secretary of State of the State of Delaware, as of a date within five (5) Trading Days of the Closing Date, and a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by each state where the Company is qualified to do business as a foreign corporation, as of a date within five (5) Trading Days of the Closing Date; (ix) A certificate, executed by the President 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 certifying the conditions matters set forth in Section 2.3(b2.3(b)(i) have been fulfilledbelow; and (vx) a certificate executed on behalf of Such other documents 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 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 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; and (iv) the The Registration Rights Agreement Agreement, duly executed by each such Purchaser.; and (v) a fully completed and duly executed Selling Securityholder Questionnaire, substantially in the form attached hereto as Exhibit F.

Deliveries. (a) On Sellers shall have delivered or prior to the Closing Date, the Company shall deliver or cause caused to be delivered to each Purchaser of the following: (i) this Agreement duly executed a certificate signed by Sellers dated the CompanyClosing Date, stating that the conditions specified in Section 7.2(a) and Section 7.2(b) have been satisfied; (ii) a Note with a principal amount as set forth on resignations of the signature page hereto equal to each Purchaser’s Subscription Amountofficers, registered directors or similar governing individuals of the Companies (other than any officers, directors or other such individuals identified by Purchaser in the name of such Purchaserwriting); (iii) a certificate of good standing of each Seller and each Company (other than the Registration Rights Agreement duly executed by Partnership) from the CompanySecretary of State of Delaware dated within ten (10) days of the Closing Date; (iv) a certificate executed on behalf certified copies of the Company by its Principal Executive Officer or Chief Executive Officer (partnership agreement, certificate of formation and limited liability company agreement, as applicable, of 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; andCompanies; (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) certified copies of the text resolutions duly adopted by each Seller’s board of directors (or similar governing body) and the shareholders of each of the resolutions by which the corporate action on the part Corporations authorizing its execution, delivery and performance of the Company necessary to approve this Agreement and the other Transaction Documents agreements contemplated hereby to which it is a party and the consummation of all 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, ; (iivi) an incumbency certificate opinion of Sellers’ counsel, 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 Purchasermatters described in Exhibit E attached hereto; (iivii) such Purchaser’s Subscription Amounta payoff demand letter for the outstanding amount of the Bank Facility on the Closing Date stating that, upon payment of the amounts specified therein in accordance with the instructions specified therein, all Encumbrances securing the amounts payable thereunder shall be released; (iiiviii) Accredited Investor Questionnaire duly [intentionally omitted]; (ix) [intentionally omitted]; (x) executed counterparts of an amendment to the Xxxxx Employment Agreement of the type described in Section 6.12, signed by each PurchaserXxxxx Xxxxx; (xi) executed counterparts of the ABRY Indemnification Letter; and (ivxii) the Registration Rights Agreement duly executed by each PurchaserEstimated Closing Certificate.

Deliveries. (a) On or prior Parent and Merger Sub shall have delivered the following to Holdings and the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingCompany: (i) copies of resolutions duly adopted by the Board of Directors of Parent and resolutions duly adopted by the sole member of Merger Sub authorizing and approving the consummation of the transactions contemplated hereby, Parent’s and Merger Sub’s execution and delivery of this Agreement duly executed and Parent’s and Merger Sub’s execution and delivery of the other documents described herein, certified as true, complete and in full force and effect as of Closing by the Companyappropriate officers of Merger Sub; (ii) a Note with a principal amount as set forth copy of each of Parent’s and Merger Sub’s certificate of incorporation or formation (or similar organizational document), including all amendments to date, certified on or within ten (10) days prior to the signature page hereto equal to each Purchaser’s Subscription Amount, registered in Closing Date by the name Secretary of such PurchaserState of the State (or other appropriate Governmental Authority) of its jurisdiction of organization; (iii) a certificate of the Registration Rights Agreement duly executed by secretary of each of Parent and Merger Sub, dated the CompanyClosing Date, in form and substance reasonably satisfactory to Holdings, as to (i) no amendments to the certificate of incorporation or formation (or similar organizational document) of Parent or Merger Sub since the date specified in the certificate of incorporation or formation delivered pursuant to Section 7.01(f)(ii) and (ii) a true and correct copy of the current bylaws or operating agreement (or similar organizational document) of Parent and Merger Sub; (iv) a certificate executed on behalf one or more certificates of incumbency of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in respective officers of Merger Sub and the Exchange Act) of Parent, executing this Agreement and the Companyother documents described herein, 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 status 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 Merger Sub and the Parent from the Secretary of State of the State (or other appropriate Governmental Authority) of its jurisdiction of organization, dated a day date within five ten (510) Business Days 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 PurchaserClosing; and (ivvi) such other documents and instruments as may be reasonably necessary to consummate the Registration Rights Agreement duly executed 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 the 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 certificate dated as set forth 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 its covenants and agreements hereunder; (iv) 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 Purchaser, (x) the Company’s Articles of Incorporation, as amended, as effective on the signature page hereto date hereof and as of the Closing Date, (y) the Company’s Amended and Restated 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; (v) a recent good standing certificate regarding the Company from the office of the Secretary of State of the State of Pennsylvania; (vi) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing the number of shares of Common Stock equal to each Purchaser’s Subscription Amountthe Purchase Price divided by the Per Share Purchase Price, registered in the name of such the Purchaser;; and (iiivii) 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 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 Subscription Amount; (iii) Accredited Investor Questionnaire duly executed the Purchase Price by each Purchaserwire transfer to the account as specified in writing by the Company; and (iviii) the Registration Rights Agreement 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 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 & Xxxxxxxx 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. (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) a Note with a principal amount as set forth on One or more certificates evidencing the signature page hereto equal to each Purchaser’s Subscription AmountShares, duly authorized, issued, fully paid and non-assessable, registered in the name of such the Purchaser; (iii) Certificates evidencing the Registration Warrants, registered in the name of the Purchaser. (iv) the Investor Rights Agreement 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 A certificate executed on behalf of the Secretary of the Company by its (the “Secretary’s certificate containing (i) copies Certificate”), in form and substance satisfactory to the Purchaser, certifying as follows: i. that a true copy of the text Bylaws 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 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 is attached to the Secretary’s Certificate; ii. that attached thereto are true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of the Transaction Documents, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated hereby including, but not limited to, the authorization and issuance of the Shares and Warrants; and expressing the determination of the Company’s board of directors to exempt the transactions contemplated hereby from the application of Section 203 of the Delaware General Corporation Law; iii. the names and true signatures of the officers of the Company signing this Agreement and all other documents to be delivered in connection with this Agreement; iv. such other matters as required by this Agreement; and v. such other matters as the Purchaser may reasonably request. (vi) a legal opinion of Company Counsel, in form and substance satisfactory to the Purchaser. b) On the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company Counsel the following: (i) this Agreement duly executed by such Purchaser;; and (ii) such Purchaser’s 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 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 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. (a) On or prior to No later than the Closing DateDate (or such later date as Agent shall specify in its sole discretion), Agent shall have received each of the Company shall deliver or cause following (which, in the case of instruments and documents, must (unless otherwise stated below) be originals, duly executed, and in form and substance satisfactory to be delivered to each Purchaser the following:Agent): (i) this This Agreement, the Notes and the Environmental Indemnity and Reimbursement Agreement duly executed by an Authorized Officer of the CompanyCompany or PEI, as applicable; (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 PurchaserA Delegation Form; (iii) the Registration Rights Agreement duly executed (A) all resolutions and other corporate or other organizational action taken by the CompanyCompany and PEI in connection with this Agreement and the other Loan Documents; (B) the names and titles of the Authorized Officers authorized to sign the Loan Documents and their true signatures; and (C) copies of the Organizational Documents of the Company and PEI 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 the Company and PEI in each state where organized or qualified to do business; (iv) a certificate A security agreement duly executed on behalf by an Authorized Officer of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in granting to Agent, for the Exchange Act) benefit of the Lending Parties, a first priority Lien, subject only to Permitted Liens, on all Personal Property Collateral of the Company, whether now owned or hereafter acquired, and a UCC-1 Financing Statement; (v) Evidence, including a Lien search in acceptable scope from a provider satisfactory to Agent, that the security interests in and Liens on the Collateral are valid, enforceable, and properly perfected in a manner acceptable to Agent and prior to all other Liens (other than Permitted Liens); (vi) An executed landlord’s waiver or other lien waiver agreement from the lessor, warehouse operator, or other applicable Person for each Collateral location as required under or in connection with any security agreement; (vii) Mortgages or deeds of trust in recordable form and duly executed by an Authorized Officer of the Company, in a face amount of no less than $192,000,000, granting to Lender a first priority Lien (subject only to Permitted Liens) on the Real Property Collateral; (viii) A commitment to issue an ALTA lender’s title insurance policy, in a form and from a title insurance company acceptable to Agent, in a face amount of no less than $96,000,000, insuring Lender’s first priority Lien on the Real Property Collateral, with only such exceptions as may be approved by Agent, together with such endorsements as Agent may require (the “Title Policy”); (ix) An appraisal of the Real Property Collateral which indicates that the Real Property Collateral has an appraised value of $150,000,000 or more and which is otherwise satisfactory to Agent; (x) Surveys of the Real Property Collateral satisfactory to Agent, with identification of each item with the corresponding exception number from the Title Policy, together with a certificate of the surveyor or other Person acceptable to Agent that the Real Property Collateral is or is not, as the case may be, in a special flood hazard area for purposes of the National Flood Insurance Program; (xi) Evidence that the Company has taken all actions required under the Flood Laws or requested by Agent to assist in ensuring that Lender is in compliance with the Flood Laws applicable to the Collateral, including, but not limited to, providing Agent with the address or GPS coordinates of each structure on any real property that will be subject to mortgages or deeds of trust, and to the extent required under Section 6.6, obtaining flood insurance for such property, structures and contents prior to such property, structures and contents becoming Collateral; (xii) A written opinion of counsel for the Company, dated no later than the Closing Date, in form and substance and from counsel reasonably satisfactory to Agent; (xiii) Evidence that adequate insurance, including flood insurance on any Real Property Collateral, if applicable, required to be maintained under this Agreement or any other Loan Document is in full force and effect, with additional insured, mortgagee and lender loss payable special endorsements attached thereto in form and substance satisfactory to Agent and counsel (retained, engaged or employed by Agent) naming Agent, for the benefit of the Lending Parties, as additional insured, mortgagee and lender loss payee; (xiv) Evidence of filing of all Official Body consents, approvals and filings, and all material third party consents and approvals required to effectuate the transactions contemplated hereby; (xv) Phase I environmental assessments of the Real Property Collateral performed by an environmental assessment firm satisfactory to Agent or other environmental assessments and due diligence satisfactory to Agent; (xvi) Evidence of compliance with Section 6.2 and a favorable determination of eligibility of the Company to borrow from Lender; (xvii) A pro forma balance sheet of the Company as of the Closing Date which gives effect to the transactions contemplated by this Agreement, together with a duly completed Compliance Certificate as of the Closing Date, in which such officer each case, certified by the Chief Executive Officer, President, Chief Financial Officer, Controller or comparable Authorized Officer of the Company as having been prepared in good faith and fairly presenting in all material respects the financial position of the Company as of the date thereof. Such pro forma balance sheet and Compliance Certificate shall certify that the conditions set forth in Section 2.3(bWorking Capital of the Consolidated Group is not less than $20,000,000 as of the Closing Date; (xviii) have been fulfilledA payoff letter from Citibank, N.A. confirming the amount required to pay off all Indebtedness owing to such lender by the Company and confirming the discharge, release and termination of all Liens on the property of the Company upon receipt of such payoff amount; (xix) A copy of the Risk Management Policy of the Company; and (vxx) a certificate executed on behalf All other Loan Documents and due diligence materials as Agent or its counsel may request in connection with this Agreement or any 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 therebyforegoing documents, 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 Agreementinstruments, 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 Dateagreements. (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 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 Closing DateDate (except as otherwise indicated), 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 legal opinion of Company US Counsel and Company Israel Counsel, substantially in the form of Exhibit C attached hereto, which shall include an opinion from Company US Counsel that, for purposes of Rule 144, the holding period of the Ordinary Shares issuable upon conversion of the Preferred Shares shall be deemed to have commenced on the signature page hereto Closing Date; (iii) a copy of the Company’s Preferred Shares Registry evidencing a number of Shares equal to each the Purchaser’s Subscription Amount, divided by the Per Preferred Share Purchase Price, registered in the name of such the 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 fulfilledLock-Up Agreements; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of shall have provided 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) Purchaser with the Company’s Certificate of Incorporation wire instructions, on Company letterhead and bylaws in effect on executed by 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 DateChief Executive Officer or Chief Financial Officer. (b) On or prior to the Closing DateDate (except as otherwise indicated), 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 the Purchaser’s applicable Subscription AmountAmount by wire transfer to the account specified in writing by the Company; (iii) Accredited Investor Questionnaire duly the Purchaser shall have provided the Company with the full details required by the Company (in accordance with the Company’s instructions) in order for the Company to be able to include the Purchaser in its Preferred Shares Registry; (iv) the Purchaser shall have provided the Company with an executed undertaking to the Israeli National Technological Innovation Authority (formerly the Israeli Office of the Chief Scientist), as required by each Purchaserthe provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984; and (iv) Alpha shall have provided the Registration Rights Agreement duly Company with the full details of the Board Nominees. All actions to be taken and all documents to be executed and delivered by each Purchaserany party hereto at the Closing shall be deemed to have been taken and executed and delivered simultaneously, and no action shall be deemed taken nor any document executed or delivered until all have been taken, executed and delivered.

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 Pxxxxxxxx; 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.

Deliveries. Operator shall have delivered, or caused to be delivered, the following to Royal Gold: (aA) On or prior to a certificate of Operator dated as of the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by an authorized senior officer of Operator, certifying that the Companyconditions set forth in Section 6(b)(i) (Representations and Warranties) and Section 6(b)(ii) (Covenants) of the Amended and Restated Master Agreement have been duly satisfied; (iiB) a Note evidence by the relevant notary public that this Agreement has been executed by Operator and recorded into the Notary’s registry (repertorio) and authorized copies of the due registration and certificates evidencing the due registration of the mortgages and grant of prohibition under this Agreement from the Mining Registry evidencing that no Liens have been made with a principal amount respect to the Subject Properties, other than those in favor of Royal Gold or as set forth on Schedule 3(h) of the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserAmended and Restated Master Agreement; (iiiC) the Registration Rights Agreement duly executed by the Company[Intentionally deleted]; (ivD) a certificate duly executed on behalf Registration Rights Agreement; (E) a legal opinion of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyCxxxx y Cia., counsel to Operator, dated as of the Closing Date, in which such officer shall certify that the conditions form attached as Exhibit F to the Amended and Restated Master Agreement; (F) certified copies of resolutions of the directors and shareholders of Operator approving the Transactions contemplated by the Amended and Restated Master Agreement and the execution and delivery of the Amended and Restated Master Agreement and all documents, instruments and agreements required to be executed and delivered by Operator pursuant to the Amended and Restated Master Agreement and the performance by Operator of its rights and obligations thereunder; (G) copies of the Metal Sales Contracts satisfying the requirements set forth in Section 2.3(b6(b)(viii) have been fulfilledof the Amended and Restated Master Agreement; (H) [Intentionally Deleted]; 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; (iiI) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed other transfers, assignments and other documentation in form and substance agreed to by each Purchaser; and (iv) the Registration Rights Agreement duly executed Parties, acting reasonably, required to carry out the Transactions contemplated by each Purchaserthe Amended and Restated Master Agreement.

Deliveries. (a) On At the Closing, Buyer shall deliver to Seller's: (i) The Purchase Price pursuant to Section 1.4 hereof; (ii) Certified copies of the resolutions of the Board of Directors of Buyer authorizing Buyer to execute and deliver this Agreement, any agreement or document contemplated hereby, and to consummate the transactions contemplated hereby and thereby; (iii) A certificate of an executive officer of Buyer, dated the Closing Date, certifying that: (A) all representations and warranties made by Buyer in Article III hereof were true and correct when made, and are true and correct on the Closing Date, except for changes permitted or contemplated by this Agreement and except that representations which are specifically made as of a specified date shall be true and correct as of such earlier date; and (B) all covenants, agreements and conditions contained in this Agreement to be performed or complied with by Buyer on or prior to the Closing DateDate have been performed or complied with; and (iv) A duly executed Employment Agreement, in substantially the Company form attached as Exhibit B-1 hereto. (b) At the Closing, Seller's shall deliver or cause to be delivered to each Purchaser the followingBuyer: (i) this Agreement duly Certificates for the Stock accompanied by executed by the Companyassignment documents or endorsed in blank; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered Possession of all assets used in the name of such PurchaserBusiness, except for Excluded Assets; (iii) All contracts, leases, agreements or other documents, books, financial and accounting records of CompPro not previously delivered or not located on the Registration Rights Agreement duly executed by premises of CompPro, to the Companyextent such items are used in the Business, and are not Excluded Assets; (iv) a A duly executed Employment Agreement, in substantially the form attached as Exhibit B-1 hereto; (v) 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 CompanySeller's, 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 certifying that: (i) copies of the text of the resolutions all representations and warranties made by which the corporate action Seller's in Article II hereof were true and correct when made, and are true and correct on the part of the Company necessary to approve Closing Date except for changes permitted or contemplated by this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, except that representations which are specifically made as of a specified date shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated true and correct as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted earlier date; and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed all covenants, agreements and conditions contained in this Agreement to be performed or complied with by Seller's 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 Date have been performed or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchasercomplied with; (iivi) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed All documents required by each PurchaserArticle IV hereof; and (ivvii) the Registration Rights Agreement duly executed All other documents required 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 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(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(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) 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)(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(h)(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(h)(ix); (x) the Escrow Agreement executed by the Sellers’ Representative; (xi) the repayment and cancellation of all existing Seller and Recipient notes 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(h)(xiii); (xiv) subscription agreements, duly executed by each Person receiving Consideration Shares, in the form of the agreement in Schedule 6.1(h)(xiv) (the “Subscription Agreements”); (xv) a copy of the fairness opinion letter prepared by the independent financial advisor to the ESOP Trustee to the effect that as of the date of such opinion, the consideration to be received by the ESOP for its shares of Company Stock pursuant to this Agreement is not less than the fair market value of such shares (the “Fairness Opinion”); and (xvi) the redemption and cancellation agreements referred to in Section 5.14.

Deliveries. (a) On or prior to At the Closing DateClosing, the Company SNRV shall deliver or cause to be have delivered to each Purchaser the followingFOKI: (i) this Agreement duly executed certificates, dated the Closing Date, signed on behalf of each of SNRV and Merger Sub by the CompanyPresident of each of SNRV and Merger, certifying as to the fulfillment of the conditions specified in subsections (a), (b) and (c) of this Section 7.03; (ii) a Note with a principal amount as the consents set forth on in Section 3.04 of the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserSNRV Disclosure Schedule; (iii) true, correct and complete copies of (1) the Registration Rights Agreement duly executed certificate of incorporation or other charter document, as amended to date, of each of SNRV and Merger Sub, certified as of a recent date by the Company; Secretary of State or other appropriate official of the state or other jurisdiction of incorporation of such company, (iv2) the by-laws or other similar organizational document of each of SNRV and Merger Sub, and (3) resolutions duly and validly adopted by the Board of Directors of each of SNRV and Merger Sub evidencing the authorization of the execution and delivery of this Agreement, the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, in each case, accompanied by 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 CompanySNRV and Merger Sub, dated as of the Closing Date, in which such officer shall certify stating that the conditions set forth in Section 2.3(b) no amendments have been fulfilledmade thereto from the date thereof through the Closing Date; and (viv) a certificate executed on behalf good standing certificates for SNRV and Merger Sub from the Secretary of State or other appropriate official of their respective states or other jurisdiction of incorporation and from the Secretary of State or other appropriate official of each other jurisdiction in which the operation 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 business in such jurisdiction requires SNRV to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyqualify to do business as a foreign corporation, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company in each case 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 recent date prior to the Closing Date. (bv) On or Cashiers funds in the amount of $1,000,000 to be distributed prorata as a dividend to the holders of FOKI common stock immediately prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed closing through an Escrow Agent designated 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 PurchaserFOKI.

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 At the Closing, Purchaser will deliver to the Company the Purchase Amount by wire transfer of immediately available funds to a bank account designated by the Company. Purchaser will also deliver to Company at the Closing: (A) a duly executed cross receipt in form and substance reasonably satisfactory to each party (the “Cross Receipt”); and (B) a certificate in form and substance reasonably satisfactory to the Company duly executed by an authorized executive officer of Purchaser certifying that the Company;conditions to Closing set forth in Section 5(b) of this Agreement have been fulfilled. (ii) At the Closing, the Company will instruct the transfer agent for the shares of Common Stock (the “Transfer Agent”) to register the issuance of the Shares to the Purchaser via book-entry or, upon the request of the Purchaser, the Company will instruct the Transfer Agent to deliver stock certificates to the Purchaser representing the Shares. The Company will also deliver to Purchaser at the Closing: (A) 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; Cross Receipt; (ivB) a certificate in form and substance reasonably satisfactory to Purchaser and duly executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) an authorized executive officer of the Company, dated as of the Closing Date, in which such officer shall certify certifying that the conditions to Closing set forth in Section 2.3(b5(a) of this Agreement have been fulfilled; and (vC) a certificate executed on behalf legal opinion of the Company by its SecretaryCompany’s certificate containing counsel in form and substance reasonably satisfactory to Purchaser; and (iD) 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 that attached thereto is a true and complete copy of all resolutions adopted by the Purchasers Board of Directors of the Company 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 by the Transaction Agreements 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 The Company shall deliver have delivered or cause caused to be delivered to each Purchaser of the following: (i) this Agreement duly executed a certificate of the Company, signed on the Company’s behalf by the chief executive officer, chief operating officer or president, or a vice-president, of the Company, in his capacity as such, dated the Closing Date, stating that the conditions specified in Sections 8.2(a) and Section 8.2(b) have been satisfied; (ii) a Note payoff letters in customary form relating to the repayment of the Indebtedness outstanding under the Company Credit Documents and any currency, interest rate or hedging Contract that supports the Company Credit Documents, in each case, as of the Closing Date together with a principal amount as set forth on UCC-3 termination statements or similar documents evidencing the signature page hereto equal termination of, or Company’s right to each Purchaser’s Subscription Amountterminate, registered in the name of all Encumbrances relating to such PurchaserIndebtedness; (iii) resignations of the Registration Rights Agreement duly executed directors of the Company and the Company Subsidiaries (other than any directors identified by the CompanyParent in writing); (iv) a certificate executed on behalf of good standing of the Company by its Principal Executive Officer or Chief Executive Officer from Delaware dated within ten (each as defined in the Exchange Act10) of the Company, dated as days 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) certified copies of the text resolutions duly adopted by the Company’s board of the resolutions by which the corporate action on the part directors authorizing its execution, delivery and performance of the Company necessary to approve this Agreement and the other Transaction Documents agreements contemplated hereby to which it is a party and the consummation of all 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 (Avi) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and Estimate Statement; (Bvii) 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 Escrow Agreement duly executed by such Purchaserthe parties thereto other than Parent; (iiviii) such Purchaser’s Subscription AmountAn affidavit of the Company, in a form reasonably satisfactory to Parent, to the effect that the Company is not a United States real property holding corporation within the meaning of Section 897(c) of the Code; (iiiix) Accredited Investor Questionnaire duly executed Certificates representing all the Warrants and all shares of Company Stock owned of record by the Company Holders (other than the Non-Signatory Holders) which shall collectively be entitled to receive not less than 95% of the Merger Consideration (collectively with each Purchaserother and the record owners of the Warrants, the “Signatory Company Holders”); and (ivx) the Registration Rights Agreement duly executed by and delivered Joinder Agreements from each PurchaserSignatory Company Holder (other than the Major Stockholders) with respect to all Equity Securities of which it is the record owner.

Deliveries. (a) On or prior to the Closing Date, the Company Purchaser shall deliver or cause to be have delivered to each Purchaser the followingClubCorp and Pinehurst Company: (i) this Agreement duly executed by Certificates of the Companyappropriate public officials to the effect that Purchaser is a validly existing entity in good standing in its state of organization; (ii) a Note with a principal amount as set forth on Incumbency and specimen signature certificates, dated the signature page hereto equal to each Closing Date, signed by the officers of Purchaser and certified by Purchaser’s Subscription Amount, registered in the name of such PurchaserSecretary or Assistant Secretary (or similar officers); (iii) A certificate of the Registration Rights Secretary or Assistant Secretary of Purchaser (A) setting forth all authorizations of Purchaser authorizing the execution and delivery of this Agreement duly executed and the performance by Purchaser of the Companytransactions contemplated hereby, and (B) certifying as correct the governing documents of Purchaser; (iv) a A certificate to the effect that each of the conditions specified in Sections 8.3(a)-(b) is satisfied in all respects; (v) The Escrow Agreement, duly executed by Purchaser; (vi) The Centralized Services Agreement, duly executed by one of the Pinehurst Entities on behalf of the Company Purchaser; (vii) The Consulting and Shared Services Agreement, duly executed by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) one of the CompanyPinehurst Entities on behalf of Purchaser; (viii) The Associates Club Agreement, dated as duly executed by Purchaser; (ix) The Society Reciprocal Membership Agreement, duly executed by Purchaser; (x) The Reciprocal License Agreement, duly executed by Purchaser; (xi) The Team Championship Agreements, duly executed by Purchaser; (xii) The Hackers License Agreement, duly executed by Purchaser; (xiii) a Certificate of Non-Foreign Status that satisfies Section 1445 of the Closing Date, in which such officer shall certify that Code and the conditions set forth in Section 2.3(b) have been fulfilledaccompanying Treasury Regulations; and (vxiv) a certificate executed on behalf of the Company Such other documents or instruments as are required to be delivered 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 Purchaser 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 ClubCorp reasonably requests prior to the Closing DateDate to effect the transactions contemplated hereby. (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 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 2.3(b)(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 or prior to the Closing Date, the Company shall agrees to deliver or cause to be delivered to each Purchaser the following:following (which may be waived, in whole or in part, but only in writing signed by Purchaser): (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on Shares registered in the signature page hereto name of Purchaser equal to each Purchaser’s Subscription AmountAmount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by Company shall have provided Purchaser with the Company’s wire instructions; (iv) the Chief Financial Officer shall have delivered to Purchaser a certificate executed on behalf certifying that the representations and warranties of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated contained herein are true and correct 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 DateClosing. (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:following (which may be waived, in whole or in part, but only in writing signed by the Company): (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) Purchaser’s Subscription Amount (less the Registration Rights amount of the Deposit), which shall be delivered to the Company on or prior to the Closing Date. (c) On the date of this Agreement, Purchaser has paid a non-refundable cash deposit of $100,000 to the Company (the “Deposit”). Following payment of the Deposit, Purchaser shall have no further rights to the Deposit, and the Company may use the Deposit for any purpose in its sole discretion. Notwithstanding the foregoing, (i) in the event that the Company breaches this Agreement duly executed prior to the Closing, and Purchaser is not in breach hereof at such time, the Company will promptly return the Deposit to Purchaser, and (ii) upon consummation of the sale of the Shares to Purchaser at the Closing, the Subscription Amount payable at the Closing shall be adjusted downward by each Purchaserthe full amount of the Deposit.

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 substantially the form of Exhibit B attached hereto; (iii) a principal amount as set forth copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on the signature page hereto an expedited basis, a certificate evidencing a number of Company Shares equal to each such Purchaser’s Company Subscription AmountAmount divided by the Per Share 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 40% of the Shares to be purchased by such Purchaser, with an exercise price equal to $3.15, subject to adjustment therein; (v) the Registration Rights 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, to the effect that, to the Knowledge of the Company and such officers, the conditions set forth in which Section 2.3(b)(i), (ii), (iii), (iv), (v) and (vi) have been satisfied; and (vii) a certificate signed by the Secretary of the Company, dated as of the Closing Date, as to: (i) a copy, certified by the Secretary of the Company, of the resolutions of the Board of Directors of the Company evidencing approval of the Transaction Documents and consummation of the transactions contemplated therein and other matters contemplated hereby; (ii) a copy, certified by the Secretary of the Company, of the By-laws of the Company; (iii) certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement; (iv) certifying the names, titles and signatures of the officers of the Company authorized to sign this Agreement and the other documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officer officers; and (v) a copy, certified by the Secretary of the Company and certified by the Secretary of State of Delaware, of the Certificate of Incorporation of the Company as in effect on the Closing Date. (b) On or prior to the Closing Date, each Selling Stockholder shall certify that deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed the Selling Stockholder; (ii) one or more stock certificates representing, in the aggregate, the Selling Stockholder Shares being sold by the Selling Stockholder accompanied by an irrevocable stock power duly executed in blank; (iii) a certificate signed by the Selling Stockholder, dated as of the Closing Date, to the effect that, to the Knowledge of the Selling Stockholder, the conditions set forth in Section 2.3(b) (vi), (vii) and (viii) have been fulfilledsatisfied; 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. (bc) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company and the Selling Stockholders 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 the Selling Stockholders; and (iviii) 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 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 or prior to the applicable Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this Agreement each duly executed by the Company; (ii) a Note with a principal amount as set forth on written confirmation (including via email) from the signature page hereto Transfer Agent that it has issued book entry positions in Shares of the Series C Preferred Stock equal to each such Purchaser’s Subscription Amount, portion of the Purchase Price divided by the Per Share Purchase Price registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) 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 2.3(b) have been fulfilled; and); (viv) 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 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 Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Closing Date, and Company; and (Bv) the certificate evidencing Escrow Agreement duly executed by 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 applicable Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement and the Escrow Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount;completed and duly executed Investor Questionnaire; and (iii) Accredited Investor Questionnaire duly executed such Purchaser’s Subscription Amount by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed accounts previously 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 with a principal amount as evidence in book-entry form of the number of shares of Preferred Stock set forth on opposite the signature page hereto equal name of such Purchaser under the heading “Number of Preferred Stock to each Purchaser’s Subscription Amountbe Purchased” in the Schedule of Purchasers, registered in the name of such Purchaser; (iii) evidence of the Registration Rights Agreement duly executed by filing and acceptance of the Company;Certificate of Designations from the Secretary of State of Delaware; and (iv) a certificate executed on behalf signed by the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that (A) the representations and warranties of the Company in Section 2.1 hereof are true and correct as of the date of this Agreement, and as of and as if made on the Closing Date, (B) all obligations, covenants and agreements to be performed or complied with by its Principal Executive Officer the Company at or Chief Executive Officer prior to the Closing have been performed or complied with by it, and (each as defined C) all of the conditions set forth in Section 1.3(a) and Section 1.3(b) have been satisfied, in form and substance reasonably acceptable to the Exchange ActPurchasers; (v) a certificate of the Secretary of the Company, dated as of the Closing Date, in which such officer shall certify that certifying as to (A) the conditions set forth in Section 2.3(bCharter, including evidence of the filing and acceptance of the Certificate of Designations from the Secretary of State of Delaware, (B) have been fulfilledthe Company’s bylaws, (C) resolutions of the Board of Directors (or an authorized committee thereof) approving this Agreement and the transactions contemplated hereby; and (D) a good standing certificate for the Company, issued by the Secretary of State of the State of Delaware, dated not more than five (5) business days prior to the Closing Date; 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 (Avi) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and wire instructions at least one (B1) the certificate evidencing the good standing of Company as of a business 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;Xxxxxxxxx; and (ii) the Purchase Price attributable to such PurchaserPurchaser by wire transfer to the account specified in the Company’s Subscription Amount;wire instructions delivered pursuant to Section 1.4(a)(iv). (iii) Accredited Investor Questionnaire (A) in the case of each Purchaser other than Artal International S.C.A. (“Artal”), Braidwell Partners Master Fund LP (“Braidwell”) and Citadel CEMF Investments LTD. (“Citadel”), a duly executed by each Purchaser; and executed, valid, accurate and properly completed Internal Revenue Service Form W-9 certifying as to a complete exemption from backup withholding and (ivB) in the Registration Rights Agreement case of Artal, Braidwell and Citadel, a duly executed by each Purchaserexecuted, valid, accurate and properly completed Internal Revenue Service Form W-8.

Deliveries. (a) On or prior to the applicable 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 of $55,000 for each Purchaser’s $50,000 of Subscription Amount, Amount paid by each Purchaser registered in the name of such Purchaser; (iii) Warrants in the Registration Rights Agreement form of Exhibit B hereto registered in the names of such Purchaser to purchase up to a number of Common Shares equal to 50% of such Purchaser’s principal Note amount divided by the Exercise Price in effect on the Closing Date with a per share Exercise Price of $0.20, subject to adjustment as provided therein; (iv) the Pledge Agreements duly executed by the Company; (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 the conditions set forth in Section 2.3(b) have been fulfilled; and (vvi) 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 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.; 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 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 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 of Exhibit B attached hereto; (iii) a principal amount as set forth copy of the irrevocable instructions to the Company's 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 's Subscription AmountAmount divided by the Per Share 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 5% of the Shares to be purchased by such Purchaser, with an exercise price equal to $2.25, subject to adjustment therein; (v) the Registration Rights 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 to the effect that, to the knowledge of the Company and such officer shall certify that officers, the conditions set forth in Section 2.3(b2.2(b) have been fulfilled; andsatisfied; (vvii) a certificate executed on behalf signed by the Secretary of the Company, dated as of the Closing Date, as to: (i) a copy, certified by the Secretary of the Company, of the resolutions of the Board of Directors of the Company evidencing approval of this Transaction Documents and consummation of the transactions contemplated therein and other matters contemplated hereby; (ii) a copy, certified by its Secretary’s certificate containing the Secretary of the Company, of the By-laws of the Company; (iiii) certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to this Agreement; (iv) certifying the text names, titles and signatures of the resolutions by which the corporate action on the part officers of the Company necessary authorized to approve sign this Agreement and the other Transaction Documents documents or certificates to be delivered pursuant to this Agreement by the Company or any of its officers, together with the true signatures of such officers; and (v) a copy, certified by the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate Secretary of the corporate secretary or assistant corporate secretary Company and certified by the Secretary of Company dated as State of Delaware, 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 Company as 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 set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) and the Registration Rights Agreement duly executed by the Company; (ii) the opinion of Libertas Law Group, Inc., the Company’s counsel, dated as of the Closing Date, in the form acceptable to such Purchaser; (iii) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Delaware as of a date within ten (10) days of the Closing Date; (iv) a certificate executed on behalf certified copy of the Company Certificate of Incorporation as certified by its Principal Executive Officer or the Delaware Secretary of State within ten (10) days of the Closing Date; (v) a letter from the Company’s transfer agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing; (vi) 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 certifying that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf each and every representation and warranty 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 originally 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 to be performed, satisfied or complied with by the Company at or prior to the Closing Date; (vii) a copy of the irrevocable instructions to the Transfer Agent, duly executed by the Company, instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (viii) a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire transfer instructions of the Company; and (ix) a Warrant, duly executed by the Company, registered in the name of such Purchaser to purchase up to that number of shares of Common Stock equal to one-half (1/2) of every Share issued to such Purchaser in accordance with this Agreement, with an exercise price equal to $0.60, subject to adjustment therein. (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 and the Registration Rights 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 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 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 each Purchaser or such other registration information as directed by 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, 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; (viii) a customary opinion of the Company’s outside legal counsel, dated the Closing Date, relating to the Purchased Shares, in form and substance reasonably satisfactory to the Purchasers; and (Bix) the certificate evidencing Purchased Shares (subject to receipt of the good standing of Company as of a day within five (5) Business Days prior to the Closing DateSubscription Amount). (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;; and (ii) the Subscription Amount, with respect to the Purchased Shares purchased by such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) , which shall be made available for “Delivery Versus Payment” settlement with the Registration Rights Agreement duly executed by each PurchaserCompany or its designee.

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 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. (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 Cayman legal opinion of Xxxxxxx Xxxx & Xxxxxxx (Cayman) Limited in a form reasonably agreed between the CompanyParties hereto; (ii) a Note with a principal amount as set forth on certificate evidencing the signature page hereto equal to each Purchaser’s Subscription Amount, Shares registered in the name of such Purchaserthe Purchaser and an updated Register of Members of the Company; (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 the conditions set forth in Section 2.3(b(a) 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 certifying the resolutions adopted by which the corporate action on Board of Directors or a duly authorized committee thereof approving 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 a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Shares, (b) attaching and certifying copies of the Closing Date Company’s Organizational Documents, (c) certifying the valid existence of the Company under the laws of the Cayman Islands and that there are no Proceedings for the dissolution or liquidation of the Company or any of the Subsidiaries, and (d) 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 Company; (iii) copies of (Aiv) the Company’s Certificate of Incorporation and bylaws compliance certificate referred to in effect on Section 5.1(h); and (v) all other documents required to be entered into by the Closing Date, and (B) Company pursuant hereto to consummate the certificate evidencing transactions contemplated by the good standing of Company as of a day within five (5) Business Days prior to the Closing DateTransaction Documents. (b) On or prior to the Closing First Payment Date, each the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed the payment of US$15,000,000 by such Purchaserwire transfer of immediately available funds in United States dollars (or an equivalent amount in a different currency as agreed by the Parties and permitted by the applicable Laws) to the Company; (ii) such Purchaser’s Subscription Amount;its Organizational Documents and all resolutions by the Purchaser authorizing its consummation of the transactions contemplated by the Transaction Documents; and (iii) Accredited Investor Questionnaire duly executed all other documents required to be entered into by each Purchaserthe Purchaser pursuant hereto to consummate the transactions contemplated by the Transaction Documents. (c) On or prior to the Second Payment Date, the Purchaser shall deliver or cause to be delivered to the Company the following: (i) the payment of US$10,750,000 by wire transfer of immediately available funds in United States dollars (or an equivalent amount in a different currency as agreed by the Parties and permitted by the applicable Laws) to the Company; (ii) its Organizational Documents and all resolutions by the Purchaser authorizing its consummation of the transactions contemplated by the Transaction Documents; and (iviii) all other documents required to be entered into by the Registration Rights Agreement duly executed Purchaser pursuant hereto to consummate the transactions contemplated by each Purchaserthe Transaction Documents.

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) the Lock-Up Agreements; (iv) a principal amount as set forth copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares (or, at the signature page hereto election of a Purchaser, the issuance of such Shares in book-entry form) equal to each such Purchaser’s Subscription AmountAmount divided by the Per Share Purchase Price, registered in the name of such Purchaser; each book entry for the Shares shall contain a notation and each certificate evidencing the Shares shall be stamped or otherwise imprinted with a legend substantially in the form referred to in Section 4.4(b); (iiiv) the Registration Rights Agreement duly executed by the Company; (ivvi) the signed Escrow Agreement; (vii) the Company’s wire instructions to the Escrow Agent, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (viii) 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 CompanyOfficer, 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 issuance of the Shares, certifying the current versions of the Company’s certificate of incorporation and bylaws, certifying as to the signatures and authority of persons signing this Agreement, the Registration Rights Agreement and related documents on behalf of the Company, and certifying as to the fulfillment of the following: (y) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless any such representation is made as of a specific date therein in which case they shall be accurate as of such officer shall certify date) and (z) that the conditions set forth Company has obtained any and all consents, permits, approvals, registrations and waivers necessary or material for consummation of the issuance and sale of the Shares to the Purchasers on the Closing Date and the entry into the Registration Rights Agreement, as contemplated by this Agreement, all of which are in Section 2.3(b) have been fulfilledfull force and effect; 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 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 Second Amendment 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 Forebearance Agreement, or any other agreementby and between Unique Fabricating NA, certificate or other instrument executed pursuant heretoInc. and Unique-Intasco Canada, Inc. and (iii) copies certain of (A) their affiliates and Citizens Bank, National Association, as Administrative Agent, for the Company’s Certificate of Incorporation Lenders under that certain Amended 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 DateRestated Credit Agreement. (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) to the escrow agent under the Escrow Agreement (or to the Company, as applicable), 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 Date, the Company shall deliver or cause to be delivered to each the Purchaser (or as otherwise specified) the following: (i) this This Agreement duly executed by the Company; (ii) a Note with a principal amount Resolutions of the Company’s board of directors as set forth on it existed immediately before the signature page hereto equal Closing approving this Agreement and the transactions contemplated hereby, the Transaction Documents, and (subject to each Purchaser’s Subscription Amountthe completion of the Closing) the acceptance of resignations of certain directors, registered appointment of new directors to fill such vacancies, appointment of executive officers of the Company to serve following the Closing, issuance of the Callable Warrants and surrender of the outstanding stock options, and such other resolutions as may be appropriate in the name of such Purchaser;circumstances; PurchaseAgrSecurities(TerexEnergyCorp) 3 (iii) The Certificate for the Registration Rights Agreement Shares, 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 Resignations in the Exchange Act) form 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 fulfilledExhibit 2 executed by Messrs. Oxxxxxx and van Houweninge; and (v) a A certificate executed on behalf signed by the President of the Company by its Secretary’s certificate containing (i) copies as to the accuracy and completeness of the text of the resolutions by which the corporate action on the part representations and warranties 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 set forth 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 3.1 hereof. (b) On or prior to the Closing Date, each the Purchaser shall deliver or cause to be delivered to the Company Company, to each director of the Company, and the Company’s counsel the following: (i) this This Agreement duly executed by such the Purchaser; (ii) Resolutions of the Company’s board of directors (the “New Board”) as it will exist immediately after the effectiveness of the resolutions set forth in Paragraph 2.2(a)(ii) above ratifying such Purchaser’s Subscription Amount;resolutions, accepting their appointment to the Board of Directors of the Company, appointing officers of the Company, and taking such other actions as they then determine to be advisable, executed by the four members of the Board of Directors constituting the New Board. (iii) Accredited Investor Questionnaire The following documents authorized by the New Board and duly executed by each Purchaserthe Company (by its President appointed by the New Board), to be effective immediately following the Closing pursuant to authorization both by the existing Board of Directors of the Company and the New Board and Mx. Xxxxxxx: · The Settlement Agreement and Mutual Release; andand · The Callable Warrant; and · Resignation as a director in the form of Exhibit 2 (iv) The following documents duly authorized by the Registration Rights New Board and executed by the Company (by its President appointed by the New Board), to be effective immediately following the Closing pursuant to authorization both by the existing Board of Directors of the Company and the New Board) and Mr. van Houweninge: · The Settlement Agreement and Mutual Release; · The Callable Warrant ; and · Resignation as a director in the form of Exhibit 2 PurchaseAgrSecurities(TerexEnergyCorp) 4 (v) The following documents duly executed by each Purchaserthe Company (by its President immediately following the Closing, to be effective immediately following the Closing) and Mx. Xxxxxxxxxx: · The Callable Warrant ; and · Consent to resign as an officer and continue as a director of the Company in the form of Exhibit 3. (vi) The following documents duly executed by the Company (by its President immediately following the Closing, to be effective immediately following the Closing) and Mx. Xxxxxxx: · The Callable Warrant; and · Consent to continue as a director of the Company in the form of Exhibit 4. (vii) The Subscription Amount by wire transfer to the following account of the Company: · Beneficiary Name: Rancher Energy Corp · Bank Routing number: 100000000 · Account number: 3665748089 · Bank name and address: First Bank, N.A. 10000 X. Xxxxxx Xxx. Xxxxxxxx, XX 00000 (viii) a certificate signed by the President of the Purchaser as to the accuracy and completeness of the representations and warranties of the Purchaser set forth in Section 3.2 hereof and its agreement to perform the post-Closing Date covenants set forth in Article IV.

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. (a) On At the Closing, Seller has delivered, or prior to the Closing Date, the Company shall deliver or cause caused to be delivered delivered, to each Purchaser the following:(and, as applicable, has executed): (i) this Agreement stock certificates representing the Stock, duly executed by the Companyendorsed in blank, and with all necessary stock transfer stamps, if any, attached; (ii) a Note with a principal amount as set forth on the signature page hereto equal resignations or evidence of removal pursuant to duly authorized and approved corporate action, each in form reasonably satisfactory to Purchaser’s Subscription Amount, registered in the name of such of the directors and officers of the Company and the Subsidiaries as shall have been requested by Purchaser, effective as of the Closing Date, which resignations shall include a statement that neither the Company nor any Subsidiary is indebted or obligated to the resigning party in any way whatsoever; (iii) certificates as to the Registration Rights Agreement duly executed by good standing of the CompanyCompany and the Subsidiaries from the appropriate officials of the jurisdictions in which the Company and the Subsidiaries are incorporated all dated within thirty (30) days of the Closing; (iv) a certificate executed on behalf certified copy of resolutions adopted by the Company Seller's Board of Directors, and a copy of resolutions adopted by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company's Board of Directors, dated as each authorizing the execution, delivery and performance of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andthis Agreement; (v) a certificate executed on behalf copy of the Company's Articles of Incorporation, as amended, certified by the Office of the Secretary of State of the State of Michigan, and a copy of the By-Laws of the Company by its Secretary’s certificate containing as in the Seller's possession; (ivi) copies a copy of the text certificate of incorporation, as amended, of each of the resolutions Subsidiaries certified by the office of the Secretary of State of the state of its incorporation (or other applicable governing body), and a copy of the By-Laws of each such Subsidiary as in the Seller's possession; (vii) an Assignment and Assumption Agreement (the "Lease Assignments") in a form specified by the respective Landlords for the assignment by Seller to the Purchaser of each Lease listed on Exhibit 4(a)(vii) (the "Leases"), which Lease Assignments shall be duly executed by Seller; provided, however, that all such Lease Assignments shall provide that any security deposits held by the corporate action Landlords on account of such Leases shall be promptly returned to the part Seller; (viii) all Consents set forth on Schedule 6(m); (ix) that certain Release in the form attached hereto as Exhibit 4(a)(ix); (x) an opinion or opinions from either or both of Seller's Counsel, Hopkxxx & Xuttxx xxx Honigman, Miller, Schwxxxx xxx Cohn, xx the form or forms attached hereto as Exhibit 4(a)(x); (xi) a release of its security interest in the Stock and an acknowledgement that it has no security interest in the assets of the Company necessary to approve this Agreement and the other Transaction Documents and Subsidiaries duly executed by 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 Bank in form reasonably satisfactory 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.Purchaser; (bxii) On or prior to the Closing Date, each Purchaser shall deliver or cause that certain Trademark Assignment and Assumption Agreement attached hereto as Exhibit 4(a)(xii); (xiii) that certain Employment Agreement Termination Agreement attached hereto as Exhibit 4(a)(xiii); (xiv) that certain Termination Agreement attached hereto as Exhibit 4(a)(xiv); (xv) all other documents and instruments required to be delivered to Purchaser by Seller and the Company pursuant to the following: (i) provisions of this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserAgreement; and (ivxvi) the Registration Rights Agreement duly executed by minute book and stock records of each Purchaserof the Company, SBMC and UANS as in the possession of the Seller.

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. (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 Share 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 50% of such Purchaser’s Shares, with an exercise price equal to $0.72 subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Date); (v) the Registration Rights Agreement duly executed by the Company; (ivvi) a Lock-Up Agreement, substantially in the form attached hereto as Exhibit D, executed by each person listed on Exhibit E hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date; (vii) a certificate executed on behalf of the Company by its Principal Chief Executive Officer or Chief Executive Financial Officer (each as defined in the Exchange Act) of the Company, 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 2.3(bSections 2.3(b)(i) have been fulfilledand (ii); and (vviii) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies Secretary of the text Company, dated as of the Closing Date, certifying the resolutions adopted by which the corporate action on Board of Directors or any duly authorized committee thereof approving 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 a certificate issuance of the corporate secretary or assistant corporate secretary of Company dated as Securities and 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 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 DateBylaws. (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 a Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Agent and the Purchasers the following: (i) this Agreement and the Registration Rights Agreement duly executed by the Company; (ii) a 2022 Note registered in the name of each Purchaser with a such principal amount as set forth on Schedule 1, duly executed by the signature page hereto equal to each Purchaser’s Subscription AmountCompany; (iii) a Class A Warrant and a Class B Warrant, registered in the name of such Purchaser; (iii) the Registration Rights Agreement each Purchaser as set forth on Schedule 1, duly executed by the Company; (iv) a certificate Subsidiary Guaranty Agreement for each Subsidiary of the Company; (v) a certificate, in the form acceptable to the Purchasers and their 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 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 the Company, and (iii) the Bylaws or other similar organizational document of the Company; (vi) a certificate for each Subsidiary of the Company, in the form acceptable to the Purchasers and their counsel, executed by 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 on the Closing Date; (vii) 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(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 below and as of to such other matters as may be reasonably requested by the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying Purchasers and their 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; (iiiviii) 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 Company 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 15 days, with respect to the Company and 60 days with respect to any Company Subsidiary, of any Closing Date; and (ix) such other documents, instruments, opinions or certificates relating to the transactions 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 and the Registration Rights Agreement duly executed by such Purchaser; (ii) the Accredited Investor Questionnaire attached as Annex A to the Memorandum 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 each Purchaser.

Deliveries. (a) On or prior to the Initial 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 Certificate of Designation which has been executed in a Note form acceptable for filing with the Secretary of State of the State of Nevada; (iii) a principal amount as set forth on legal opinion of Company Counsel, substantially in the signature page hereto equal form of Exhibit E attached hereto; (iv) a certificate evidencing the number of shares of Series B-3 Preferred determined pursuant to each Purchaser’s Subscription AmountSection 2.1(a) herein, registered in the name of such Purchaser; (iiiv) the Warrant exercisable to purchase the number of Warrant Shares determined pursuant to Section 2.1(a), registered in the name of the Purchaser; (vi) the Lock Up Agreement duly executed by Company; 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 Initial 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 Initial Subscription AmountAmount by wire transfer to the Company; (iii) Accredited Investor Questionnaire the Lock Up Agreement duly executed by each the Purchaser; and (iv) the Registration Rights Agreement duly executed by each the Purchaser. (c) On or prior to each Subsequent Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) certificate from an officer of the Company that all conditions and obligations under this Agreement have been satisfied and the each of its representations and warranties remain true and accurate in all material respects as of the Subsequent Closing Date and shall be deemed to be given as of such date; (ii) a certificate evidencing the number of shares of Series B-3 Preferred to be purchased at the Subsequent Closing determined pursuant to Section 2.1(b) herein, registered in the name of Purchaser; (iii) a Warrant exercisable to purchase the number of Warrant Shares determined pursuant to Section 2.1(b), registered in the name of the Purchaser; and (iv) an executed amendment to Schedule 2.1(a). (d) On or prior to each Subsequent Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following: (i) the applicable Subsequent Subscription Amount; (ii) an executed amendment to Schedule 2.1(a); and (iii) an executed consent approving the filing of the Certificate Amendment, if applicable.

Deliveries. (a) On The following items or prior to the Closing Date, the Company documents shall deliver or cause to be have been delivered to each Purchaser the followingLender: (i) this Agreement duly executed by A Draw Request complying with the Company;requirements of, and constituting the same representations and warranties as specified in, Section 3.2(f)(vi) hereof. (ii) a Note An Advance Request submitted in accordance with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name requirements of such Purchaser;Section 3.2(f)(vii) hereof. (iii) A Construction Manager Affirmation of Payment (an “Affirmation of Payment”) (AIA Form G706) in the Registration Rights Agreement duly executed by the Company;form attached hereto as Exhibit M. (iv) a certificate executed on behalf All invoices relating to all items of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined Soft Costs identified in the Exchange Act) Advance Request or Borrowers’ receipted bills therefor, or other reasonable proof 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; andexpenditure or payments for Soft Costs due reasonably acceptable to Lender. (v) a certificate executed on behalf An Anticipated Cost Report in respect 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 therebyProject, which shall be accompanied by reasonably satisfactory in form and substance to Lender and the Construction Consultant. (vi) An endorsement to the Title Insurance Policy dated the date of such requested Construction Loan Advance and showing the Mortgage as a certificate prior and paramount Lien on each of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying Properties, subject only 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 Permitted Encumbrances, (B) any other Liens or encumbrances consented to in effect on the Closing Datewriting by Lender, and (BC) any other Liens which are then being contested in accordance with the certificate evidencing provisions of Section 3.6(b) of the good standing Mortgage, and which shall have the effect of Company as increasing the coverage of a day within five (5) Business Days prior the Title Insurance Policy by an amount equal to the Closing Dateamount of the Construction Loan Advance then being made, along with co-insurance or reinsurance in such forms and amounts as may be reasonably required by Lender. Any reinsurance agreements shall provide for direct access with the other title companies satisfactory to Lender. (bvii) On (A) An updated lien waiver log, (B) duly executed conditional Lien waivers in the form set forth in Exhibit L-1 (progress payment) or prior L-3 (final payment) hereto, as applicable, from all Major Contractors who have performed work, for the work so performed, and/or who have supplied labor and/or materials, for the labor and/or materials so supplied, except for such work or labor and/or materials for which payment thereof is requested, as to which duly executed unconditional Lien waivers in the Closing Dateform set forth in Exhibit L-2 (progress payment) or L-4 (final payment) hereto, each Purchaser as applicable, shall deliver or cause to be delivered to Lender with the Company next request for a Construction Loan Advance, and (C) duly executed unconditional Lien waivers in the following:form set forth in Exhibit L-2 (progress payment) or L-4 (final payment) hereto, as applicable, with respect to all payments which were requested to be paid with the immediately preceding Construction Loan Advance and from whom a conditional Lien waiver in the form set forth in Exhibit L-1 (progress payment) or L-3 (final payment) hereto, as applicable, was delivered in the immediately preceding request for a Construction Loan Advance. (iviii) this Agreement duly executed by such Purchaser;An updated (A) Architect’s Certificate, (B) Construction Manager’s Certificate, (C) General Contractor’s Certificate, and (D) at Lender’s request, an updated Contractor’s Certificate from any Major Contractor. (iiix) such Purchaser’s Subscription Amount;A spreadsheet of Loan Budget Line Items in form reasonably satisfactory to Lender showing amounts expended under each Line Item to date and amounts under each Line Item remaining to be paid out. (iiix) Accredited Investor Questionnaire duly executed by each Purchaser; andEvidence that all Government Approvals necessary to permit the construction of that/those portion(s) of the Project to be funded with the proceeds of the proposed Construction Loan Advance have been obtained, including, without limitation, one or more acceptable building permits. (ivxi) A monthly progress report from the Registration Rights Agreement duly executed by each PurchaserConstruction Manager and/or the General Contractor, including, without limitation, a Loan Budget status (with respect to Hard Costs only), Construction Schedule status, Governmental Approval status, if applicable, and a description of any issues to be resolved between Borrowers and any designer or Trade Contractor, which report shall be reasonably satisfactory to Lender and Construction Consultant. (xii) Evidence reasonably satisfactory to Lender that the notional amount of the Interest Rate Cap Agreement(s) with respect to the Construction Loan shall be no less than the Construction Loan Outstanding Principal Balance, after giving effect to the proposed Construction Loan Advance, pursuant to one or more modified or new Interest Rate Cap Agreements complying with the terms of Section 2.2.7 hereof.

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 the Investor Rights Agreement duly executed by the CompanyCompany in the form attached hereto as Exhibit A (the “Investor Rights Agreement”); (ii) the Offtake Agreement duly executed by Atlas Brasil in the form attached hereto as Exhibit B (the “Offtake Agreement”); (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) a Note with copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Direct Registration System (“DRS”) a principal amount as set forth on the signature page hereto number of Shares equal to each Purchaser’s the Subscription AmountAmount divided by the Per Share Purchase Price, registered in the name of such the Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (ivv) a certificate of the Company, validly executed for and on behalf of the Company and in its name by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companya duly authorized officer thereof, dated as of the Closing Date, in which such officer shall certify certifying that the conditions set forth in Section 2.3(b2.5(b) have been fulfilledsatisfied; and (vvi) a certificate executed on behalf by the Secretary of the Company by its Secretary’s certificate containing Company, signing in such capacity (i) certifying that attached thereto are true and complete copies of the text resolutions duly adopted by the Board of Directors authorizing the resolutions by which the corporate action on the part execution and delivery of the Company necessary to approve this Agreement and the other Transaction Documents and the consummation of the transactions and actions contemplated hereby and therebythereby (including, without limitation, the Transaction), which authorization shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated in full force and effect on and as of the Closing Date certifying to the Purchasers that date of such resolutions were duly adopted certificate, and have not been amended or rescinded, (ii) an incumbency certificate dated as certifying and attesting to the office, incumbency, due authority and specimen signatures of each Person who executed this Agreement and the Closing Date executed other Transaction Documents for or 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 the Investor Rights Agreement duly executed by such the Purchaser; (ii) such the Offtake Agreement duly executed by the Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed the Subscription Amount, which shall be delivered by each Purchaserwire transfer of immediately available funds to the Company’s bank account set forth on the Company’s wire transfer instructions referenced in Section 2.4(a)(iii) above; and (iv) a certificate of the Registration Rights Agreement duly Purchaser, validly executed for and on behalf of the Purchaser and in its name by each Purchaserthe authorized signatory of this Agreement, certifying that the conditions set forth in Section 2.5(a) have been satisfied.

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 legal opinion of Company Counsel, substantially in the form of Exhibit E attached hereto; (iii) shares of Common Stock 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) 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 fifty percent (50%) of such Purchaser’s Subscription Amount as set forth on the signature page hereto registered in the name of such Purchaser, having a per share Exercise Price as set forth therein, subject to adjustment as provided herein and therein; (v) the Registration Rights Agreement duly executed by the Company; (ivvi) 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 (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 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; and (iv) 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 in a form reasonably acceptable to each Purchaser and the Placement Agent; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) a certificate signed by the chief executive officer of the Company, dated the Closing Date, to the effect that (i) there has been no Material Adverse Effect in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, (ii) the representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued by the Commission, no order preventing or suspending the use of any Prospectus Supplement has been issued by and no proceedings for any of those purposes have been instituted by or are pending before or, to their knowledge, contemplated by the Commission; (v) a certificate signed by the chief financial officer of the Company, dated the Closing Date, certifying certain financial information; (vi) a certificate executed by the Secretary of the Company, dated as of the date of Closing, in form and substance reasonably acceptable to the Purchasers and the Placement Agent; (vii) the Company shall have provided each Purchaser and the Placement Agent with a principal amount certificate executed by the Chief Financial Officer of the Company, dated as set forth of such date, in form and substance satisfactory to each Purchaser and the Placement Agent; (viii) a 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 Shares equal to each such Purchaser’s Subscription AmountAmount divided by the Per Share Purchase Price, rounded down to the nearest whole share, registered in the name of such Purchaser; (iiiix) the Registration Rights Agreement duly executed by the CompanyLock-Up Agreements; (ivx) 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 Prospectus and the other Transaction Documents and Prospectus Supplement (which may be delivered in accordance with Rule 172 under 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 DateSecurities Act). (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;Xxxxxxxxx; and (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) , which shall be made available for “Delivery Versus Payment” settlement with the Registration Rights Agreement duly executed by each PurchaserCompany or its designee.

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. (a) On or prior to the each applicable Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Tranche Closing, this Agreement duly executed by the Company; (ii) as to each Closing, a legal opinion of Company’s legal counsel, dated as of the applicable Closing Date, in a form and substance acceptable to the Purchasers; (iii) as to each Closing, 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 with the Principal Amount reflected on to such Purchaser’s signature page; (iiiiv) as to each Closing, Kicker Shares registered in the name of such Purchaser in an amount equal to ten percent of the principal amount of any Note issued to the Purchaser hereunder divided by $0.11; (v) as to each Closing, 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; (vi) as to the First Tranche Closing, separate Irrevocable Transfer Agent Instructions, signed by the Company and the Transfer Agent, for each Purchaser with respect to the Underlying Shares to be issued to such Purchaser upon any conversion of such Purchaser’s Note to be issued upon the First Tranche Closing Date; (vii) as to the Second Tranche Closing, separate Irrevocable Transfer Agent Instructions, signed by the Company and the Transfer Agent, for each Purchaser with respect to the Underlying Shares to be issued to such Purchaser upon any conversion of such Purchaser’s Note to be issued upon the Second Tranche Closing Date; (viii) as to the First Tranche Closing, the Registration Rights Agreement duly executed by the Company; (ivix) a as to the First Tranche Closing, the Security Agreement duly executed by the Company; (x) as to each Closing, an officer’s certificate executed on behalf certifying that the representations and warranties of the Company in this Agreement are true and correct as of the applicable Closing Date 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 covenants, agreements and conditions required to be performed, satisfied or complied with by its Principal Executive Officer the Company at or Chief Executive Officer prior to the applicable Closing Date and no Event of Default has occurred; (xi) as to each Closing, a certificate evidencing the formation and good standing of the Company such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as defined of a date within 10 days of the applicable Closing Date; (xii) as to each 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 Exchange ActCompany conducts business and is required to so qualify, as of a date within 10 days of the applicable Closing Date; (xiii) as to each Closing, a certified copy of the Articles of Incorporation (or such equivalent organizational document) of the Company, dated within 10 days of the applicable Closing Date; (xiv) as to each Closing, an officer’s certificate, in the form reasonably acceptable to the Purchasers, executed by an officer of the Company and dated as of the applicable Closing Date, 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 Purchasers, and (ii) the Articles of Incorporation of the Company as in Section 2.3(beffect at the applicable Closing; (xv) have been fulfilledas to each Closing, a letter from the Transfer Agent certifying the number of Common Stock outstanding on the applicable Closing Date immediately prior to the applicable Closing; (xvi) a flow of funds memorandum in form and substance mutually agreed to by the Company and the Purchasers (a “Flow of Funds Memorandum”) duly executed by the Company; and (vxvii) 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 the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary as each 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. (bc) On or prior to the applicable Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Company, the following: (i) as to the First Tranche Closing, this Agreement duly executed by such Purchaser; (ii) as to each Closing, such Purchaser’s Subscription AmountAmount by wire transfer to the account specified in writing by the Company; (iii) Accredited Investor Questionnaire as to the First Tranche Closing, the Registration Rights Agreement duly executed by each such Purchaser; and (iv) the Registration Rights Agreement as to each Closing, a Flow of Funds Memorandum duly executed by each such Purchaser.

Deliveries. (a) On or prior to At the Closing Dateinitial Closing, the Company shall deliver Purchaser will complete, sign and return as principal, or, if the Purchaser is contracting hereunder as trustee, agent, representative or cause nominee for one or more Beneficial Purchasers, on behalf of each such Beneficial Purchaser, the following documents to Echelon Wealth Partners Inc. at email: exx@xxxxxxxxxxxxxxx.xxx, as soon as possible and, in any event not later than 4:00 p.m. (Toronto time) on March 6, 2023 (and if at an additional Closing, on a date to be delivered to each Purchaser determined by the following:Company and the Agents): (i) a completed and executed copy of this Agreement duly executed by the CompanySubscription Agreement; (ii) a Note with a principal amount as set forth on completed and executed copy of the signature page hereto equal to each Purchaser’s Subscription Amount, registered Purchaser Certificate in the name of such Purchaserform attached as Schedule A hereto (the “Purchaser Certificate”); (iii) if the Registration Rights Agreement duly Purchaser is an individual and is relying on the exemption in Section 9(q) of this Subscription Agreement, a completed and executed by a copy of the Companyrisk acknowledgement form attached as Attachment 1 to Schedule A (the “Individual Risk Acknowledgement Form”); (iv) if the Purchaser is, or is purchasing for the account or benefit of, a certificate person in the “United States” or a “U.S. Person” (as such terms are defined in Rule 902 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) or has been offered or sold the Special Warrants in the United States or as a U.S. Person, a completed and executed on behalf copy of the Company by its Principal Executive Officer “U.S. Accredited Investor Certificate” attached hereto as Schedule B – Annex 1 or Chief Executive Officer the “U.S. Qualified Institutional Buyer Certificate” attached hereto as Schedule B – Annex 2 (each the “U.S. Purchaser Certificate”), as applicable; (v) if the Purchaser is a resident of an International Jurisdiction (as defined below), a completed and executed copy of the Purchaser certificate in the Exchange Act) of form attached as Schedule C (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“International Purchaser Certificate”); and (vvi) a certificate executed on behalf of such other documents as may be reasonably requested by the Company by its Secretary’s certificate containing (i) copies of or 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 DateAgents. (b) On The Purchaser acknowledges and agrees that this offer, the purchase price for the Special Warrants and any other documents delivered in connection this Subscription Agreement will be held by the Agents until such time as the conditions set out in the Agency Agreement are satisfied by the Company or prior waived by the Agents. (c) Any obligation of the Company to sell the Special Warrants to the Purchaser is subject to: (i) performance by the Purchaser of its covenants under and in accordance with this Subscription Agreement; (ii) the truth, at the time of acceptance of this Subscription Agreement and at the applicable Closing Date, each Purchaser shall deliver or cause to be delivered to of the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s representations and warranties in this Subscription Amount; Agreement; (iii) Accredited Investor Questionnaire duly executed the terms and conditions contained in the Agency Agreement for the benefit of the Company being complied with to the satisfaction of the Company or waived by each Purchaserthe Company; and (iv) the Registration Rights distribution of the Special Warrants to the Purchaser being exempt from the prospectus requirements of applicable Securities Laws (as defined herein); (v) the Company having obtained all required regulatory approvals to permit the completion of such sale; and (vi) the Purchaser executing and delivering all requisite documentation as required by this Subscription Agreement, and applicable Securities Laws with respect to the Special Warrants. (d) The Purchaser understands that the information provided herein will be relied upon by the Company, the Agents and the U.S. Affiliates for purposes of determining the eligibility of the Purchaser to purchase the Special Warrants. The Purchaser agrees to provide, upon request, any additional information that the Company or the Agents determines necessary or appropriate in determining the Purchaser’s eligibility. (e) If the Purchaser is acting as trustee, agent, representative or nominee for a Beneficial Purchaser, the Purchaser understands and acknowledges that the representations, warranties, and agreements made herein are made by the Purchaser, with respect to the Purchaser, and with respect to the Beneficial Purchaser. Unless the context otherwise requires or as specifically stated, references to the Purchaser in this Subscription Agreement duly executed by each are to the Purchaser and any such Beneficial Purchaser. (f) For the purposes hereof, “Securities Laws” means the securities laws, regulations and rules, blanket rulings, policies and written interpretations of and multilateral or national instruments adopted by the securities regulators of the provinces of Canada except Quebec, as well as the securities laws, regulations and rules of the United States. For the purposes hereof, “Business Day” means any day except Saturday, Sunday or a statutory holiday in Toronto, Ontario.

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 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 each such Purchaser’s Subscription Amount, Amount registered in the name of such Purchaser; (iiiiv) the Registration Rights Stock Pledge Agreement duly executed by the Company; (ivv) the Fan Pass Security Agreement duly executed by Fan Pass, Inc.; (vi) the Escrow Agreement duly executed by the Company and Escrow Agent; (vii) stock certificates representing Purchaser’s equity interest in Fan Pass, Inc. which certificate the Company must deliver to Purchaser no later than five (5) Business Days following the Initial Closing Date; (viii) 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 each of the CompanyCompany and Fan Pass, Inc., dated as of the each Closing Date, in which such officer officers shall certify that the conditions set forth in Section 2.3(b) have been fulfilled, and in connection with subsequent Closing following the initial Closing, ratifying the terms of this Agreement as an additional Closing under this Agreement and under the Transaction Documents; 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 each of the Company and Fan Pass, Inc. 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 each of the Company and Fan Pass, Inc. dated as of the Closing Date certifying to the Purchasers Purchaser 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 each of the Company and Fan Pass, Inc. by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of each of the Company and Fan Pass, Inc. executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) each of the Company’s and Fan Pass, Inc.’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of each of the Company and Fan Pass, Inc. as of a day within five (5) Business Days prior to the Closing Date. (b) On Following the delivery by the Company of all items described in Section 2.2(a) above, 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 and the Escrow Agreement each 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 duly executed by each Purchaser; and; (iv) the Registration Rights Stock Pledge Agreement duly executed by each Purchaser and the Collateral Agent; (v) the Fan Pass Security Agreement duly executed by Purchaser and the Collateral Agent; (vi) as applicable, such Purchaser’s Exchanged Securities to be exchanged for Purchaser’s equity interest of Fan Pass, Inc. in the amounts described on Schedule 2.1. (c) Anything to the contrary herein notwithstanding, Purchaser may elect to bypass the escrow arrangement described herein and arrange for its Closing directly with the Company without employing the Escrow Agent as an intermediary.