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of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate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

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

Deliveries. (a) On or prior to the Closing Date, the Company 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 Purchaser the following: At Closing: (i) this Agreement Seller shall deliver to Purchaser, duly executed by the Company; and sworn as applicable (iiA) a Note an Assignment and Assumption of Equity Interests with a principal amount as set forth on the signature page hereto equal respect to each Purchaser’s Subscription Amount, registered Subject Entity in the name form of such Purchaser; Exhibit B hereto (iii) the Registration Rights Agreement duly executed by the Company; “Assignment”); (ivB) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (non-foreign status from each as defined Seller in the Exchange Actform prescribed by Treasury Regulations Section 1.1445-2(b)(2); (C) of a current rent roll for the CompanyProperty, dated certified by Seller as being true, correct and complete 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 (vD) a certificate executed on behalf current schedule of License Agreements for the Company Property, certified 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 Seller as being true, correct 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 complete as of the Closing Date certifying Date; (E) the Seller’s Statement (defined below); (F) such affidavits, filings, conveyance or transfer tax forms or returns as may be required by applicable law and/or the Title Company to be delivered or executed by Seller or any Applicable Entity at Closing; and (G) such organizational, authority, or other documents or evidence as the Purchasers that such resolutions were duly adopted Title Company may require from Seller or any Applicable Entity to consummate the Closing and have not been amended or rescindedissue the Owner Policy, including, without limitation, an affidavit of debts, liens and possession and a gap indemnity, in form reasonably approved by Seller; and (ii) an incumbency certificate dated Purchaser shall deliver to Seller, duly executed and sworn 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 applicable (A) the Company’s Certificate of Incorporation Purchase Price, as adjusted for prorations and bylaws in effect on the Closing Date, and other applicable matters pursuant to this Agreement; (B) two counterparts of the certificate evidencing Assignment; (C) the good standing of Tenant/Licensee Notice; (D) the Purchaser’s Statement (defined below); (1) such affidavits, filings, conveyance or transfer tax forms or returns as may be required by applicable law and/or the Title 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 or executed by such Purchaser; Purchaser at Closing; and (iiE) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) organizational, authority, or other documents or evidence as the Registration Rights Agreement duly executed by each PurchaserTitle Company may require from Purchaser to consummate the Closing and issue the Owner Policy.

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

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

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

Deliveries. (a) On The Vendors shall have delivered or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause caused to be delivered to the Company Purchaser the followingfollowing in form and substance satisfactory to the Purchaser, acting reasonably: (a) share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record thereof; (b) certified copies of (i) the charter documents and extracts from the by-laws of the Corporation relating to the execution of documents; (ii) all resolutions of the board of directors of the Corporation approving the entering into of this Agreement and the completion of all transactions contemplated hereunder; (iii) all other instruments evidencing necessary corporate action of the Corporation with respect to such matters; and (iv) specimen signatures of the officers of the Corporation; (c) a certificate of status, compliance, good standing or like certificate with respect to each of the Corporation issued by appropriate government officials of the jurisdiction of its incorporation; (d) the certificates referred to in Subsections 6.01(1) and (2); (e) the non-competition agreements referred to in Subsection 6.01(4); (f) the Audited Financial Statements; (g) a favourable opinion of counsel to the Vendors and the Corporation in form and substance satisfactory to the Corporation acting reasonably; (h) all originals of the Corporate Records of the Corporation and access to the said Corporate Records and original copies of any and all software licenses necessary for the carrying on of the Business; (i) this Agreement duly executed evidence that all necessary steps and proceedings as approved by such Purchasercounsel for the Purchaser to permit all of the Purchased Shares to be fully and validly transferred to the Purchaser or its nominee(s) have been taken; (iij) such Purchaser’s Subscription Amountduly executed resignations effective as of the Time of Closing of each director and officer of the Corporation as the Purchaser may specify; (iiik) Accredited Investor Questionnaire duly executed by a release in favour of the Corporation of each Purchaserof the Vendors and such officers and directors of the Corporation as the Purchaser may specify in form and substance satisfactory to the Corporation acting reasonably; and (ivl) all necessary assurances, transfers, assignments and consents, including all necessary Consents, and any other instruments necessary or reasonably required to effectively carry out the Registration Rights intent of this Agreement duly executed by each and any Ancillary Agreement and to transfer the Purchased Shares to the Purchaser, free and clear of all Encumbrances.

Deliveries. (a) On or prior to the Closing 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 Purchaser shall deliver or cause to be delivered to each Purchaser the following: have received (i) this Agreement duly executed by the Company; equity books, equity ledger, minute books and corporate seal, if any, of each of the Acquired Companies and their Subsidiaries, (ii) a Note with a principal amount as set forth on original certificates (or affidavits of lost certificates in form and substance reasonably satisfactory to Purchaser) representing all of the signature page hereto equal to each Purchaser’s Subscription AmountEquity Interests, registered duly endorsed in blank (or accompanied by duly executed equity powers) and in the name event the Equity Interests are uncertificated, such evidence of such the assignment and transfer of the Equity Interests from the Sellers to Purchaser; , in form and substance reasonably satisfactory to Purchaser, accompanied by duly executed equity powers, (iii) such other certificates relating to the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf limited liability company or corporate existence of the Company by its Principal Executive Officer or Chief Executive Officer Acquired Companies and their Subsidiaries and the Acquired Companies’ authority to enter into this Agreement (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) including a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text copy of the resolutions by which the corporate action on the part of the Company necessary to approve manager or board of directors, as applicable, of each of the Acquired Companies authorizing and approving this Agreement and the other Transaction Documents transactions contemplated hereby, certificates of good standing of the Acquired Companies and each of their Subsidiaries in their respective jurisdictions of organization and the transactions foreign jurisdictions in which they are qualified and actions contemplated hereby and thereby, which shall be accompanied by a certificate copies of the corporate Acquired Company Organizational Documents certified by the secretary or assistant corporate secretary of Company dated as equivalent officer of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (iirespective Acquired Companies) 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 heretoPurchaser may reasonably request, and (iiiiv) 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 quitclaim assignments executed by each Purchaser; and (iv) Seller and assigning to the Registration Rights Agreement duly executed by each Acquired Companies all of Seller’s rights to any Acquired Company IP, in form and substance reasonably satisfactory to Purchaser.

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

Deliveries. (a) On or prior to At the Closing DateClosing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this the Investor Rights Agreement duly executed by the Company; (ii) a Note certificate representing the Shares (in the form approved by the Board of Directors and prepared and executed in compliance with a principal amount as set forth on the signature page hereto equal to each PurchaserWyoming Business Corporation Act and the Corporation’s Subscription AmountRestated Articles of Incorporation and Bylaws), registered in the name of such Purchaser; (iii) a certified copy of evidence of filing of the Registration Rights Agreement duly executed by Certificate of Designations with the CompanySecretary of State of Wyoming; (iv) a certificate executed on behalf written evidence of the Company approval by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) NASDAQ of the Company, dated as Listing of Additional Shares Notification Form related to the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilledConversion Shares; and (v) a certificate executed on behalf of the Secretary of the Company by its Secretary’s certificate containing (i) copies certifying as complete and accurate as of the text Closing and having attached thereto (A) the Company’s Restated Articles of Incorporation (including the resolutions by which the corporate action Certificate of Designations) as in effect on the part Effective Date, (B) the Company’s bylaws as in effect on the Effective Date, (C) resolutions approved by the Board of Directors authorizing the Company necessary to approve this Agreement transactions contemplated hereby and the other Transaction Documents and duly authorizing and reserving for issuance the transactions Conversion Shares, and actions contemplated hereby (D) good standing certificates with respect to the Company from the applicable authority(ies) in Wyoming and therebyany other jurisdiction in which the Company is qualified to do business, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Effective Date or a recent date before the Effective Date, and certifying to the Purchasers that such resolutions were duly adopted incumbency and have not been amended or rescinded, (ii) an incumbency certificate dated as signatures 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 officers executing 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 DateTransaction Documents. (b) On or prior to At the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company Company, as applicable, the following: (i) this the Investor Rights Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount;$500 in immediately available funds; and (iii) Accredited Investor Questionnaire duly executed by each a certificate of the Secretary of Purchaser certifying all requisite resolutions or actions of Purchaser; and (iv) ’s board of directors approving the Registration Rights execution and delivery of this Agreement duly executed by each Purchaserand the Acquisition Agreement and the transactions contemplated hereby and thereby, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and the Acquisition Agreement and any other document relating to the transactions contemplated hereby and thereby.

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. 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 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 At the Closing DateClosing, the Company shall will deliver or cause the following to be delivered to each Purchaser the followingSeller: (i) this Agreement 2.3.1 The certificates representing the Shares, 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 Seller, against delivery to the Company by its Principal Executive Officer or Chief Executive Officer (each the Seller of the items set forth in Section 2.2 above. 2.3.2 The complete original articles of incorporation, bylaws, minutes, and other corporate books and records, all as defined in amended to date, of the Exchange Act) Company. 2.3.3 A certified list of stockholders from the transfer agent of the Company, dated as no earlier than two (2) business days prior to the date of Closing. 2.3.4 All accounting books and records for the Company for the period commencing January 1, 2001 through the present. 2.3.5 A list of all SEC and EDGAR codes for the Company. 2.3.6 Resolutions of the Closing Dateboard of directors appointing Steven Bonenberger and Brenx Xxxxx xx xxxxxxxrs of xxx Xxxxxxy, in which such officer shall certify that to become effective at the conditions set forth in Section 2.3(b) have been fulfilled; andClosing. (v) a certificate executed on behalf 2.3.7 Resignations of all directors of the Company. 2.3.8 Resignations of all officers of the Company. 2.3.9 A letter of instruction to the transfer agent of the Company signed by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part Raymond Barton in his capacxxx xx Xxxxx Xxecutive Officer of the Company necessary to approve this Agreement and advising the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate transfer agent of the corporate secretary change of officers and directors contemplated by this Agreement. 2.3.10 A letter to the Company's current certifying accountants signed by Raymond Barton in his capacxxx xx Xxxxx Xxecutive Officer of the Company advising the certifying accountants of the change of officers and directors contemplated by this Agreement. 2.3.11 Evidence satisfactory to the Seller or assistant corporate secretary its counsel that all liabilities of Company the Company, other than those to which the Seller has agreed, have been satisfied, compromised, or otherwise extinguished. 2.3.12 A certification and indemnity and release agreement, signed by each officer and director of the Company, in a form and substance reasonably acceptable to the Seller, dated as of the Closing Date date hereof, certifying to that all representations and warranties of the Purchasers that such Company made herein are true and correct. 2.3.13 Certified resolutions were or a duly adopted and have not been amended or rescinded, (ii) an incumbency executed unanimous written consent of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement. 2.3.14 A certificate dated of good standing of the Company from the State of Delaware 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 Datemost recent practicable 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 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. 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. (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 The Company shall deliver have delivered or cause caused to be delivered to each Purchaser of the following: (i) this Agreement a certificate signed by an authorized officer of the Company dated the Closing Date, stating that the conditions specified in Section 8.2(a), Section 8.2(b) and Section 8.2(d) have been satisfied; (ii) the payoff letters in customary form relating to the repayment of the Company Indebtedness outstanding under the Company Credit Documents as of the Closing Date together with UCC-3 termination statements or similar documents evidencing the termination of, or Company’s right to terminate, all Encumbrances relating to such Company Indebtedness; (iii) a Certificate of Merger in the form required by Delaware Law, duly executed by the Company.; (iiiv) reasonable evidence that the Company has obtained the consents required under those Material Contracts identified with an asterisk on Schedule 3.12 as requiring consent to a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name “change of such Purchaser; (iii) the Registration Rights Agreement duly executed by control” of the Company; (ivv) a certificate executed on behalf resignations of the directors of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in and the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andCompany Subsidiaries; (vvi) a certificate executed on behalf copy of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation certified by the Secretary of State of Delaware and bylaws a certificate of good standing of the Company from Delaware and each jurisdiction in effect on which the Company is duly qualified to transact business, in each case dated within ten (10) days (30 days in the case of any non-U.S. jurisdiction) of the Closing Date; (vii) certified copies of the resolutions duly adopted by the Company’s board of directors authorizing its execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party and the consummation of all transactions contemplated hereby and thereby; (Bviii) the certificate evidencing Price Certification Certificate, duly executed by the good standing President or Chief Financial Officer of Company as of a day within five (5) Business Days prior to the Closing Date.Company; (bix) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agency Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaserthe parties thereto other than Acquiror; and (ivx) a certificate, in form and substance as required by the Registration Rights Agreement duly executed by each PurchaserTreasury Regulations promulgated under Code Sections 897 and 1445 stating that the Company is not and has not been a “United States Real Property Holding Company” as such term is defined in Section 897 of the regulations thereunder.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note legal opinion of Company Counsel that the Shares and Warrant Shares, when sold and issued in accordance with this Agreement (and in accordance with the Warrants in the case of the Warrant Shares), will be validly issued, fully paid, and nonassessable; (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 fifty percent (50%) of such Purchaser’s Shares, with an exercise price equal to $0.63, subject to adjustment therein (such Warrants may be delivered within three Trading Days of the Closing Date). (v) the Registration Rights Agreement duly executed by the Company; (ivvi) a certificate compliance certificate, executed on behalf of by the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) 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 specified in subsections (i), (ii), and (iv) of Section 2.3(b) have been fulfilled; andsatisfied; (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 Company’s Secretary certifying 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 certificate of Incorporation incorporation and bylaws in effect on the Closing Datebylaws, and (B) the certificate evidencing resolutions of the Board of Directors approving this Agreement and the transactions contemplated hereby, and (C) good standing of Company as of a day within five (5) Business Days prior certificates with respect to the Closing DateCompany from the applicable authority(ies) in Delaware and any other jurisdiction in which the Company is qualified to do business, dated a recent date before the Closing; and (viii) such other information, certificates and documents as the Purchasers 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 specified in this Agreement; and (iviii) the Registration Rights Agreement duly executed by each such Purchaser.

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

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

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

Deliveries. (a) On or prior to the Closing Date, the Company 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 (v) all representations and warranties of the Loan Parties set forth in this Agreement duly executed by are true and correct in all material respects, (w) the CompanyLoan Parties are in compliance with each of the covenants and conditions hereunder, (x) no Event of Default or Potential Default exists, (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 (z) after giving effect to the initial Loans hereunder, each of the Loan Parties is Solvent; (ii) a Note A certificate dated the Closing Date and signed by the Secretary or an Assistant Secretary 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 each state where organized or qualified to do business (except for such Purchaserorganizational documents and good standing certificates to be delivered on a post-closing basis pursuant to Section 8.1.13); (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 A written opinion of counsel for the Company by Loan Parties; (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect, with additional insured special endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its Principal Executive Officer or Chief Executive Officer counsel naming the Administrative Agent as additional insured; (each as defined in the Exchange Actvi) of the Company, dated A duly completed Compliance Certificate as of the Closing Date, in which such officer shall certify that the conditions set setting forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf pro-forma compliance of the Company by Borrower and its Secretary’s certificate containing subsidiaries on a consolidated basis, after giving effect to the Loans (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 PurchaserCompliance Certificate”); (iivii) such Purchaser’s Subscription AmountAll material consents required to effectuate the transactions contemplated hereby; (iiiviii) Accredited Investor Questionnaire duly executed by each Purchaser; andA Lien search in acceptable scope and with acceptable results; (ivix) Pro forma projections (including a pro forma closing balance sheet, pro forma statements of operations and cash flows) for the Registration Rights Agreement duly executed by each Purchaseryears 2016 through 2021, including assumptions used in preparing the forecast financial statements; (x) Such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request, including all information required under applicable “Know-Your-Customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act.

Deliveries. SECTION 5.01. Deliveries of the Stockholders. (a) On Concurrently herewith each Stockholder is delivering to the Parent this Agreement executed by the Stockholder. (b) At or prior to the Closing DateClosing, the Company each Stockholder shall deliver or cause to be delivered to each Purchaser the followingParent: (i) certificates representing its Company Stock; and (ii) duly executed stock powers for transfer by the Stockholder of its Company Stock to the Parent. SECTION 5.02. Deliveries of the Parent. (a) Concurrently herewith, the Parent is delivering: (i) to each Stockholder and to the Company, a copy of this Agreement duly executed by the CompanyParent; (ii) to the Company, a Note certificate from the Parent, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Parent Charter, Parent Bylaws and resolutions of the Board of Directors of the Parent approving the Agreement and the Transactions, are all true, complete and correct and remain in full force and effect; (b) At or prior to the Closing, the Parent shall deliver: (i) to the Company, a letter of resignation of Timothy Halter from all offices he holds with the Parent xxxective upon the Closing and from his position as a principal amount director of the Parent that will become effective upon the 10th day following the mailing by the Parent to its stockholders the 14f-1 Notice; (ii) to the Company, evidence of the election of Mr. Hu Jia Da, as set forth on a director and as the signature page hereto equal to each Purchaser’s Subscription Amount, registered in Chief Executive Officer and President of the name of such PurchaserParent effective upon the Closing; (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 to the Company, dated such pay-off letters and releases relating to liabilities 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 shall request and the other Transaction Documents such pay-off letters and the transactions and actions contemplated hereby and thereby, which releases shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying in form and substance 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. (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) to the Registration Rights Agreement duly executed Company the results of UCC, judgment lien and tax lien searches with respect to the Parent, the results of which indicate no liens on the assets of the Parent. (c) At or within 5 business days following the Closing, the Parent shall deliver: (i) to each Stockholder, certificates representing the new shares of Parent Common Stock issued to such Stockholder as set forth on Exhibit A; and (ii) to the Company, consent letters of the accounting firms of Parent confirming each such firm's respective consent to the use by each Purchaserthe Parent of reports prepared by such firm regarding the financial statements of the Parent in all future registration statements filed with the SEC.

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 or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser (or any appointed representative of such Purchaser) the following: (i) this Agreement Agreement, duly executed by the Company; (ii) a Note with copy of the irrevocable instructions to the Company’s transfer agent, duly executed and delivered by the Company, instructing the transfer agent to deliver a principal amount as set forth on stock certificate evidencing the signature page hereto equal Common Shares so purchased to each Purchaser’s Subscription Amount, registered in the name Purchaser within five Trading Days of such Purchaserinstruction; (iii) the Registration 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 Companyan opinion, dated as of the Closing Date, reasonably satisfactory in which such officer shall certify that form and substance to the conditions set forth in Section 2.3(b) have been fulfilled; andPurchaser, from K&L Gates LLP, counsel to the Company (“Company Counsel”); (v) a certificate executed on behalf of the Company signed 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 President and the other Transaction Documents Chief Executive Officer 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 Date, stating that the Purchasers that such resolutions were duly adopted and conditions in Section 2.3(b)(i) have not been amended or rescindedsatisfied; and (vi) a certificate of the Company’s Secretary, (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 Date, 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 certificate of Incorporation incorporation and bylaws bylaws, as then in effect on the Closing Dateand attached thereto, and (B) the certificate evidencing resolutions adopted by the good standing Company’s Board of Company Directors authorizing the transactions contemplated hereby and attached thereto, and (C) as of a day within five (5) Business Days prior to the Closing Datesignatures and authority of Persons signing the Transaction Documents and related documents on behalf of the Company. (b) On or prior to the Closing Date, each Purchaser of the Purchasers shall deliver or cause to be delivered to the Company the followingCompany: (i) this Agreement Agreement, duly executed by such the Purchaser; (ii) such the Purchaser’s Subscription AmountAmount by wire transfer of immediately available funds to the account as 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 a fully completed and duly executed by each PurchaserSelling Stockholder Questionnaire, reasonably satisfactory in form and substance to the Company and Company Counsel.

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 Company will have made each of the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingfollowing deliveries: (i) this Agreement duly executed by a certificate of merger, signed on behalf of the Company, in accordance with the DGCL and in form reasonably satisfactory to the Purchaser; (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 executed by the Secretary or other appropriate 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 confirming the satisfaction of the text conditions specified in Sections 6.1(a), 6.1(b), 6.1(d) and 6.1(e) (the “Company Closing Certificate”); (iii) resignations effective as of the resolutions by which the corporate action on the part Closing Date of certain directors and officers of the Company necessary Acquired Companies to approve this Agreement and be designated by the other Transaction Documents and Purchaser prior to the transactions and actions contemplated hereby and thereby, which shall be accompanied by Closing; (iv) a certificate of the corporate secretary Secretary or assistant corporate secretary Assistant Secretary of Company the Company, in form reasonably satisfactory to the Purchaser, dated as of the Closing Date certifying and attaching with respect 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 charter and all amendments thereto, certified by the Secretary of Incorporation and bylaws in effect on State of the Closing Date, and (B) the certificate evidencing the good standing state of Company as of a day within Delaware not more than five (5) Business Days prior to the Closing Date. , (bB) On or the Company’s bylaws and all amendments thereto, (C) a certificate of good standing of the Company certified by the Secretary of State of the state of Delaware and issued not more than five Business Days prior to the Closing Date, each Purchaser shall deliver (D) all resolutions of the board of directors or cause to be delivered to other authorizing body (or a duly authorized committee thereof) of the Company and the following: (i) Stockholders relating to this Agreement duly executed and the transactions contemplated by such Purchaserthis Agreement and (E) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (iiv) such Purchaserthe Stockholder Written Consent evidencing the Company’s Subscription Amountreceipt of the Requisite Stockholder Approval and written consents approving the Merger and adopting this Agreement from at least 70% of the Outstanding Company Shares; (iiivi) Accredited Investor Questionnaire duly executed by evidence that the Company has made the 280G Submission to its stockholders and that the 280G Vote has occurred, in each Purchasercase, in accordance with Section 5.7; (vii) the certified Statement of Transaction Expenses; and (ivviii) the Registration Rights Agreement duly executed Final Merger Consideration Allocation Schedule, certified by each Purchaser.the Chief Financial Officer of the Company to be correct and complete with respect to all amounts set forth thereon;

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 or prior to the Closing DateAt Closing, the Company shall deliver or cause the following documents to be delivered to each Purchaser the followingInterPay: (i) this Agreement duly executed the certificates representing the Exchange Consideration; (ii) consent minutes from the Board of Directors of the Company confirming the appointment of Nx Xxxx Kau (“KX Xx”) as President and Chief Executive Officer of the Company and KX Xx to the Board of Directors of the Company (iii) a written undertaking signed by all directors of the Company to approve the appointment of one additional director to the board as may be nominated by KX Xx within three months from the Closing Date; (iv) certificates, dated the Closing Date, of an officer of the Company setting forth that authorizing resolutions were adopted by the Company’s Board of Directors approving the terms and conditions of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby; (v) the certificate referred to in Section 6.3(d); and (b) At Closing, InterPay and the InterPay Controlling Shareholder shall deliver the following documents to the Company: (i) the certificates representing all of the outstanding InterPay Common Stock to be delivered to the Company duly endorsed by the respective InterPay Shareholder; (ii) a Note with certificate from the Registrar of the British Virgin Islands, as of a principal amount recent date, as set forth on to the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name good standing of such PurchaserInterPay and certifying its Memorandum and Articles of Association; (iii) certificates, dated the Registration Rights Closing Date, of an officer of InterPay setting forth that authorizing resolutions were adopted by InterPay’s Board of Directors approving the terms and conditions of this Agreement duly executed by and the Companyother documents contemplated hereby and the transactions contemplated hereby and thereby; (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; andFinancial Statements; (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 certificates referred 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 DateSection 6.4(d). (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 At the Closing DateClosing, the Company shall deliver or cause to be delivered to each Purchaser the followingunless another time is specifically stated: (i) this Agreement duly executed Company shall pay the Closing Costs by the Company;wire transfer of immediately available funds. (ii) a Note with a principal amount as set forth on Company shall pay for any title insurance premiums for any such policy required by Company, including, without limitation, lender’s policies, endorsement fees, search fees, costs, and expenses charged for the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name owner's policies of such Purchaser;title insurance. (iii) Company shall pay the Registration Rights Agreement duly executed by cost of the Survey and the Plat and cause the Plat to be recorded at Company;’s expense. (iv) Each party shall be responsible for its own legal fees incurred in connection with negotiation and performance of this Agreement and the Closing. following: (v) Company and/or the applicable City Bodies shall execute and deliver the (A) the City Land Deed conveying to Company fee simple title to the City Land subject only to the Permitted Exceptions; (B) a certificate executed on behalf of vendor's affidavit from the Commission in form and substance reasonably satisfactory to Company and such that the Title Insurer agrees to delete the standard exceptions for non-survey matters; (C) an affidavit that the Company is not a “foreign person”, in form and substance required by its Principal Executive Officer or Chief Executive Officer the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder; (each as defined D) a certification by the City Bodies and Company that the representations and warranties set forth in the Exchange ActSubsection 9(a) of the Companyand (b), dated respectively, remain true and accurate in all respects as of the Closing Date; (E) copies of such resolutions, consents of members, partners, officers, and/or shareholders and other evidence as the City, Commission, Building Corp., Company, or the Title Insurer reasonably may request, establishing that: (1) the persons executing and delivering the foregoing documents have been empowered and authorized by all necessary action; and (2) the execution and delivery of such documents, and the conveyance of the City Land to Company in accordance with the terms and conditions of this Agreement, have, in which such officer shall certify that each case, been properly authorized by the conditions set forth in Section 2.3(b) have been fulfilledsignatories thereto; and (vF) a certificate executed on behalf of such other customary documents or instruments as the City, Commission, Building Corp., 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 Title Insurer reasonably may request in connection with the Closing Date certifying to the Purchasers that such resolutions were duly adopted (including, for example, a Sales Disclosure Form 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 statement). (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 Initial Closing Date, the Company shall deliver or cause to be delivered to each the Initial Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a duly executed Note with a principal amount as set forth on the signature page hereto equal to each the Initial Purchaser’s Subscription Amount, registered in the name of such the Initial Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate the Security Agreement, duly executed on behalf of by the Company and the Subsidiaries, along with all the Security Documents; (v) the Subsidiary Guarantee(s), duly executed by its Principal Executive Officer or Chief Executive Officer the Subsidiaries; (each as defined in vi) the Exchange ActAdvisory Agreement duly executed by the Company and Centrecourt; (vii) a use of proceeds statement, duly executed by the chief financial officer of the Company, dated as attesting to the use of proceeds from the issuance of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; andNotes; (vviii) an executed copy of the Series A Amendment Agreement and Consent; (ix) an executed copy of the Exchange and Conversion Agreement; (x) an executed copy of the Exchange Agreement; (xi) an executed copy of each of the Xxxxx Subordinated Note and the Brookhaven Subordinated Note; (xii) an executed copy of the Option Cancellation Agreement; (xiii) an executed copy of the Warrant Cancellation Agreement; (xiv) a certificate executed on behalf of a Responsible Officer of the Company by its Secretary’s certificate containing certifying (iA) copies the resolutions of the text of Board authorizing the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions described therein, (B) attesting to the incumbency of the officers of the Company and actions contemplated hereby the Subsidiaries and thereby, which shall be accompanied (C) that all of the outstanding options and warrants to purchase common stock of the Company have been cancelled by the Company as of the Initial Closing Date; (xv) a certificate of the corporate secretary or assistant corporate secretary a Responsible Officer of Company dated as each of the Closing Date Company’s Subsidiaries certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate resolutions of Incorporation the board of directors or similar governing body authorizing the Transaction Documents to which it is a party and bylaws in effect on the Closing Date, transactions described therein and (B) attesting to the certificate evidencing incumbency of the good standing officers of the Subsidiaries; (xvi) a legal opinion of Company Counsel in the form of Exhibit F attached hereto; and (xvii) such other documents, agreements, papers and instruments as of a day within five (5) Business Days prior to the Closing DateInitial Purchaser may reasonably request. (b) On or prior to the Subsequent Closing Date, the Company shall deliver to each Subsequent Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a duly executed Note with a principal amount equal to such Subsequent Purchaser’s Subscription Amount, registered in the name of such Subsequent Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) the Security Agreement, duly executed by the Company and the Subsidiaries, along with all the Security Documents; (v) the Subsidiary Guarantee(s), duly executed by the Subsidiaries; c) On the Initial Closing Date and the Subsequent Closing Date, the Initial Purchaser and the Subsequent Purchasers, as the case may be, shall deliver or cause to be delivered to the Company the following: (i) : this Agreement duly executed by such Purchaser; (ii) such ; the Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed Amount by each Purchaserwire transfer to the account of the Company; and (iv) the Registration Rights Agreement duly executed by each such Purchaser; and the Security Agreement, duly executed by such Purchaser.

Deliveries. (a) On 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 PurchaserInvestor as set forth on Schedule 1; (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 35% 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 Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount legal opinion of Company Counsel and Special Swiss Company Counsel, acceptable to the Purchasers; and (iii) the number of Preferred Shares as set forth on the signature page hereto equal to of each Purchaser’s Subscription Amount, registered in exchange for the name cancellation of the number of such Purchaser; (iii) the Registration Rights Agreement duly executed by the CompanyHolder’s Existing Common Shares; (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 Secretarysecretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the 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 Amended and Restated Articles of Incorporation Association 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 (C) the resolutions adopted by the Company’s board of directors and shareholders, each in their relevant capacity, approving the Offering and Transaction Documents. 1 NTD: to discuss mechanism (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 PurchaserXxxxxx; (ii) any and all documentation as reasonably required to cancel and exchange such PurchaserXxxxxx’s Subscription Amount;Existing Common Shares for the right to receive the Preferred Shares; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserHolder.

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

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on (w) the signature page hereto equal to each Purchaser’s Subscription Amountexecuted Debentures, registered in the name names and in the amounts set forth on Schedule I hereto, (x) in the case of such PurchaserMGG, the MGG Shares, (y) in the case of OTPP, the OTPP Shares and the OTPP Warrants and (z) in the case of Manulife, the Manulife Shares and the Manulife Warrants; (iii) a certificate, dated the Registration Rights Agreement duly executed Closing Date and 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) an authorized officer of the Company, dated as of the Closing Date, in which such officer shall certify (1) certifying that the all conditions set forth in Section 2.3(b) 2.3 hereof have been fulfilled; and , (v2) a certificate executed on behalf certifying that all obligations, covenants and agreements of the Company by its Secretary’s certificate containing required to be performed at or prior to the Closing Date have been performed and (i3) copies certifying as to the following: (A) attached thereto is a copy of the text of the resolutions by which the corporate action on the part each organizational document of the Company necessary duly executed and delivered by the Company and, to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebyextent applicable, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated certified as of a recent date by the appropriate governmental official, each dated 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 a recent date prior thereto; (B) set forth therein are the certificate evidencing signature and incumbency of the good standing officers or other authorized representatives of the Company executing the Transaction Documents; and (C) attached thereto are copies of resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance of the Transaction Documents 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 PurchaserPurchasers; (ii) such Purchaser’s Subscription Amount;(x) the purchase price of the Debentures by wire transfer to the account or accounts specified by the Company, (y) in the case of OTPP, the purchase price of the OTPP Shares and the OTPP Warrants by wire transfer to the account or accounts specified by the Company and (z) in the case of Manulife, the purchase price of the Manulife Shares and the Manulife Warrants by wire transfer to the account or accounts specified by the Company; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) documentation meeting the Registration Rights Agreement duly executed by each PurchaserTax Form Requirements.

Deliveries. The Stockholders shall have delivered (aor cause to be delivered) On on or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement stock certificates representing the Shares, duly executed endorsed for transfer by the Companyrespective Stockholder to Buyer; (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 PurchaserIntentionally Omitted; (iii) the Registration Rights Non-Competition Agreement duly executed by the CompanyGreen; (iv) a certificate executed on behalf of the Secretary of the Company by its Principal Executive Officer or Chief Executive Officer as to the Company’s charter documents, by-laws and incumbency and signatures of the Company’s officers; (each as defined v) the opinion of Gxxx Xxxxx Rxxxx Xxxx & Sxxxxxx, P. A., with respect to the Company and Green, covering the matters set forth in Exhibit B; (vi) a copy of the Exchange Act) charter documents of the Company, with all amendments thereto, as certified as of a recent date by the Secretary of State of the State of Arkansas; (vii) a certificate of the legal existence and corporate good standing of the Company issued as of a recent date by the Secretary of State of the State of Arkansas; (viii) certificate(s) of good standing to do business in all foreign jurisdictions set forth on Schedule 4(a), issued as of a recent dated by the Secretary of State of such foreign jurisdiction; (ix) a certificate of the tax good standing of the Company issued as of a recent date by the applicable tax authority in the State of Arkansas and any other foreign jurisdiction where the Company files any Tax Return; (x) the written resignations of the directors and officers of the Company, as set forth on Schedule 6(h)(x), from their respective positions with the Company; (xi) the stock books, stock ledgers, minute books and corporate seal of the Company (all other records of the Company being located in the corporate premises, or otherwise, of the Company); (xii) evidence that the Company has transferred title to the Ford F-250 vehicle (VIN #: 1XXXX00X00XX00000) to Green; (xiii) Nxxxxxxx shall execute a amendment, ratification and reaffirmation of his Noncompetition Agreement dated December 10, 1996 with the Company, such ratification and reaffirmation to be in a form satisfactory in all respect to Buyer and Buyer’s counsel; (xiv) evidence of termination of those certain Stock Purchase Agreements between the Stockholders and the Company; (xv) evidence of termination of that certain Consulting Agreement dated as of May 1, 2004 between the Closing DateCompany and Green Dental Laboratory Consulting, in which such officer shall certify that Inc., a Florida corporation; (xvi) documents evidencing the conditions set forth in Section 2.3(b) have been fulfilleddischarge or release of any security interests, liens or encumbrances on the assets and properties of the Company, including, without limitation, UCC termination statements; and (vxvii) a certificate executed on behalf such other documents, instruments and certificates not inconsistent with the provisions 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 by the Company and/or the following: (i) Stockholders, as Buyer shall reasonably require to effectuate the purposes and intent of this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserAgreement.

Deliveries. (a) On or prior to the 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 PurchaserCommon Shares purchased hereunder; (iii) A duly executed stock certificated representing the Registration Rights Agreement Series C Preferred Shares purchased hereunder; (iv) The Warrants purchased hereunder, duly executed by the Company; (ivv) a certificate The Registration Rights Agreement, duly executed on behalf by the Company; (vi) Each executive officer of the Company by its Principal Executive Officer or Chief Executive Officer and each member of the Board of Directors of the Company shall enter into a “lock up” agreement in substantially the form attached hereto as Exhibit D attached hereto; (each as defined vii) A legal opinion of Xxxxxx & Xxxxxxxxx, LLP, substantially in the Exchange Actform of Exhibit E attached hereto; (viii) Evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (ix) A copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent; (x) 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, (b) certifying the conditions set forth in Section 2.3(bcurrent versions of the Company’s certificate of incorporation (including the Series C Certificate of Designation) have been fulfilled; and and bylaws, each as amended, (vc) a certificate executed certifying 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, (d) 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 or assistant corporate secretary State of Company dated Delaware, as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, a date within five (ii5) an incumbency certificate dated as Trading Days 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 (Be) the a certificate evidencing the Company’s qualification as a foreign corporation and good standing of issued by each state where the Company is qualified to do business as a foreign corporation, as of a day date within five (5) Business Trading Days prior to of the Closing Date; (xi) A certificate, executed by the President or Chief Executive Officer of the Company, dated as of the Closing Date, certifying the matters set forth in Section 2.3(b)(i) below; and (xii) Such other documents relating to the transactions contemplated by this Agreement as the Purchasers or their 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 Registration Rights Agreement, duly executed by each such Purchaser; and (iv) the Registration Rights Agreement a fully completed and duly executed by each Purchaser.Selling Securityholder Questionnaire, substantially in the form attached hereto as Exhibit G.

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. At the Closing and as a condition to Closing: (a) On or prior to the Closing Date, the Company The Seller Parties shall deliver or cause to be have delivered to each Purchaser the followingPurchaser: (i) this Agreement duly executed by the Companyassignment of membership interests executed in favor of, Purchaser; (ii) a Note with certificate of the Secretary of the Company and the Seller, duly executed and dated the Closing Date, as to the incumbency of each officer of the Company and the Seller executing a principal amount as set forth on Transaction Document or any document related thereto, attaching and certifying the signature page hereto equal Organizational Documents of the Company and the Seller, all of the resolutions adopted by the board of managers of the Company and the board of directors of the Seller relating to each Purchaser’s Subscription Amountthis Agreement, registered in the name Transactions or any document related thereto, a good standing certificate for the Company issued by the Secretary of such PurchaserState of the State of Delaware and a good standing certificate for the Seller issued by the Wisconsin Department of Financial Institutions; (iii) the Registration Rights Agreement a duly executed release by each employee receiving any payment referenced in clause (b) of the Companydefinition of Transaction Expenses in favor of Purchaser, the Company and its Subsidiaries substantially in the form of Exhibit C hereto (the “Bonus and General Release Agreement”); (iv) a certificate duly executed services agreement between KMTSJ, on behalf of the one hand, and the Company by and its Principal Executive Officer or Chief Executive Officer (each as defined Subsidiaries, on the other hand, substantially in the Exchange Act) form of Exhibit D hereto (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“Services Agreement”); (v) a certificate duly executed agreement between KMTSJ, on behalf one hand, and the Company and its Subsidiaries, on the other hand, substantially in the form of Exhibit E hereto (the “Acknowledgement of Intellectual Property Rights”); (vi) resignations, in form and substance reasonably satisfactory to Purchaser, of each director and each officer of the Company and each of its Subsidiaries as designated by its Secretary’s certificate containing (i) copies Purchaser, which resignations shall be effective as of the text Closing; (vii) payoff letters, in form and substance reasonably satisfactory to Purchaser, evidencing the discharge or payment in full 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 any Debt Amount outstanding as of the Closing Date certifying (the “Payoff Letters”), in each case duly executed by each holder of such Debt Amount as reflected in such Payoff Letter and in the Estimated Closing Payment Calculation Statement, which Payoff Letters shall also provide for termination of the underlying credit facility or other Contract, Lien terminations and other instruments of discharge to fully and finally release any Liens related to such Debt Amount; (viii) executed questionnaires from each Seller Party confirming his, her or its status as an Accredited Investor; (ix) the Estimated Closing Payment Calculation Statement in accordance with Section 2.2; (x) a completed certification of non-foreign status pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations duly executed by the Seller; an IRS Form W-9 duly executed by the Seller; and any other Tax certifications or documents requested by Purchaser or its Affiliates with respect to the Purchasers that such resolutions were duly adopted Transactions; (xi) all corporate books and have not been amended or rescinded, (ii) an incumbency certificate dated as records and other property of the Closing Date executed on behalf of Company by its corporate secretary or one and each of its assistant corporate secretaries certifying Subsidiaries in the office possession of each officer any of Company executing this Agreement, the Seller Parties or any Affiliate thereof (other agreement, certificate than the Company or other instrument executed pursuant hereto, and any of its Subsidiaries); (iii) copies of (Axii) the Company’s Certificate of Incorporation additional deliverables referenced in Section 8.1; and (xiii) such other documents, instruments, certificates and bylaws in Contracts as may be reasonably required by Purchaser to consummate and give effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing DateTransactions. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Seller (or on behalf of the following:Seller, as provided in Section 2.3): (i) this Agreement duly executed by the payments described in Section 2.3, in accordance with the terms thereof, except for such Purchaserpayments that are to be made following the Closing as set forth in Section 2.3; (ii) such Purchaser’s Subscription Amount;the Promissory Notes; and (iii) Accredited Investor Questionnaire duly executed such other documents, instruments, certificates and Contracts as may be reasonably required by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserSeller to consummate and give effect to the Transactions.

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

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

Deliveries. (a) On The Vendors’ Representative shall have delivered or prior to the Closing Date, the Company shall deliver or cause caused to be delivered to each Purchaser the followingfollowing in form and substance satisfactory to Purchaser, acting reasonably: (a) transfers of the Purchased Shares, in agreed form, duly signed by the registered holders in favour of the Purchaser (or its nominee); (b) the definitive share certificates for the Purchased Shares or an indemnity, in agreed form, for any lost certificates; (c) settlement agreement between the Corporation and [redacted name] (“Settlement Agreement”); (d) resignation letters, in agreed form and executed as a deed, from the persons set out below (the “Resigning Directors”) resigning from their respective offices (but not their employment) as Directors of the Corporation or a Subsidiary: (i) this Agreement duly executed by the CompanyXx. Xx Xxxxxxxxx; (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;Xx. Xxxxxxx Xxxxxxxxx (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 PurchaserXx. Xxx Xxxxxxx; and (iv) Xx. Xxxxx Xxxxx. (e) the Registration Rights Escrow Agreement duly executed by the Vendors’ Representative for and on behalf of each Vendor; (f) certified copies of all resolutions or minutes of the directors, and if required the shareholders, of the Corporation approving the entering into and completion of the transactions contemplated by this Agreement; (g) the Corporate Records; (h) a recent certificate of status, compliance, good standing or similar certificate with respect to each Acquired Company issued by the appropriate government officials of its jurisdiction of incorporation; (i) the Vendors’ Closing Certificates; (j) duly executed resignations effective as at Closing of the auditors of the Corporation; (k) a non-competition and confidentiality agreement duly executed by each Vendor listed on Section 6.1.4(k) of the Disclosure Letter, in the form attached as Exhibit “E”; (l) a lock-up agreement duly executed by each Vendor, in the form attached as Exhibit “F”; (m) an LTIP Option Acquisition Agreement duly executed by each LTIP Option Holder; (n) the Employment Agreements (provided an initial draft is given to the Employees at least two weeks in advance of Closing) duly executed by each of the employees that are parties thereto; (o) written consent to the transactions contemplated by this Agreement duly executed by [redacted] pursuant to the Supply Agreement between the Corporation and [redacted] dated December 11, 2021; (p) written confirmation duly executed by the [redacted subsidiary name] Vendors that, if and when the Excluded Earn-Out Consideration becomes payable to them, they accept to receive cash or Purchaser Shares (having an equivalent value to the EMMAC shares that would have been payable to them pursuant to the [redacted subsidiary name] SPA), at the election of Purchaser, as payment of the Excluded Earn-Out Consideration; and (q) evidence of exercise of the drag-along rights in accordance with Article 28 of the Articles to cause the Non-Signing Vendors to sell their Purchased Shares to Purchaser.

Deliveries. Subject to the terms and conditions of this Agreement, including without limitation the satisfaction of the conditions precedent set forth in Articles 5, 6 and 7 hereof (or a waiver hereof by the relevant Party), at the Closing: (a) On or prior to the Closing Date, the Company TAIYO shall deliver or cause to be delivered to each Purchaser the followingAsaph: (i) this Agreement a copy of the minutes of the board of directors of TAIYO regarding the resolutions pursuant to Section 11.7 hereof; (ii) the Ancillary Agreements to which both Asaph and TAIYO are parties thereto, duly executed by TAIYO, that have not been previously delivered to Asaph; (iii) a certificate, dated the CompanyClosing Date and executed by TAIYO’s representative director, certifying in form and substance to the reasonable satisfaction of Asaph as to compliance with Articles 5 and 6; (iv) a true and complete copy of the minutes of TAIYO’s annual general shareholders’ meeting regarding the Share Disposal Authorization; and (vi) such other agreements, certificates, and instruments that Asaph shall reasonably request in writing to consummate the TAIYO Share Disposal. (b) Asaph shall deliver to TAIYO: (i) the Ancillary Agreements to which TAIYO and Asaph and/or Teva are parties thereto, duly executed by Asaph and/or Teva, as applicable, that have not been previously delivered to TAIYO; (ii) a Note certificate, dated the Closing Date and executed by Asaph’s representative director, certifying in form and substance to the reasonable satisfaction of TAIYO as to compliance 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;Articles 5 and 7; and (iii) such other agreements, certificates, and instruments that TAIYO shall reasonably request in writing to consummate the Registration Rights Agreement duly executed by the Company;TAIYO Share Disposal and each TAIYO Share Transfer. (ivc) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer Asaph shall pay (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 pursuant to procedures mutually agreeable to Asaph and TAIYO): (i) copies to TAIYO the purchase price 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 rescinded12,005,420,000 Yen, (ii) an incumbency certificate dated as of to the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying Specified Family Shareholder the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant heretorespective purchase price set forth in the Specified Family Shareholder SPA, and (iii) copies to or for the benefit of (A) the Company’s Certificate of Incorporation and bylaws in effect on Non-Specified Family Shareholders, the Closing DateOther Family Shareholders, and the Other Selling Shareholders the respective purchase price set forth in the respective duly executed Form SPA (B) the certificate evidencing the good standing aggregate of Company as of a day within five (5) Business Days prior to the Closing Date.such purchase price, “Total Purchase Price”); (bd) On or prior Unless otherwise agreed pursuant to Section 3.1, TAIYO shall cause the Closing Date, each Purchaser shall deliver or cause Delivery and Paying Agent to be delivered arrange for delivery to the Company the followingAsaph: (i) this Agreement duly executed by such PurchaserTAIYO-Held Share Certificates; (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 Members shall execute and deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by certificate of good standing for the Company, dated not more than thirty (30) days prior to the Closing Date, from the Secretary of State of the State of Pennsylvania; (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 certificate executed by the Company; (iv) a certificate executed on behalf Secretary of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Companycertifying, dated as of the Closing Date, in which such officer shall certify that as to a true and complete copy of the conditions set forth in Section 2.3(bresolutions of the board of directors and members of the Company authorizing the sale of the Company through a sale of all of the membership interests; (iii) have been fulfilled; andany certificates or other instruments previously issued to the Members documenting their Membership Interests, endorsed for transfer to Purchaser, free and clear of all Encumbrances, including any necessary assignments from the Members to the Purchaser; (iv) any and all third party consents required for the valid transfer of the Membership Interests free and clear of all Encumbrances as contemplated by this Agreement; (v) any and all third party consents required under any Material Contracts due to a certificate executed on behalf change in control of the Company which is triggered by its Secretary’s certificate containing (i) copies the purchase of the text Membership Interests as contemplated hereunder; (vi) the resignation of the resolutions by which the corporate action on the part all officers and directors 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 effective as of the Closing Date certifying (the “Resignations”); (vii) Covenants Not to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as Compete executed by each of the Closing Date executed on behalf Major Members; (viii) the Lock-Up Agreement; (ix) the Investment Representations; (x) satisfactory proof of Company by the filing and recordation of all Domain Name Transfer Filings and other instruments required to be recorded and filed in order to consummate the transfer of control of the Domain Names to Purchaser free and clear of all Encumbrances; (xi) such other documents or instruments as Purchaser or its corporate secretary or one of its assistant corporate secretaries certifying counsel may reasonably request to demonstrate compliance with the office of each officer of Company executing provisions set forth in 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 execute and deliver or cause to be delivered to the Company Members the following: (i) this Agreement duly executed a copy of instructions sent by such Purchaser;Purchaser to its transfer agent to issue and deliver stock certificates representing the Closing Purchase Price Shares; and (ii) such Purchaser’s Subscription Amount;the Covenants Not to Compete. (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserLock-Up Agreement.

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. Concurrently with the execution and delivery hereof: (a) On or prior UMG will deliver to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingRoxio: (i) this Agreement a duly executed by assignment of its portion of the CompanyAcquired Interests; (ii) a Note with a principal amount as set forth on receipt for the signature page hereto equal cash portion of the purchase price pursuant to each Purchaser’s Subscription Amount, registered in the name of such PurchaserSection 2.1(b) paid to it by Roxio concurrently herewith; (iii) the Registration Rights Amended UMG Content Agreement, duly executed by UMG Recordings, Inc.; (iv) the UMG Transition Services Agreement, duly executed by Universal; (v) a good standing certificate regarding UMG dated as of a recent date from the office of the Secretary of State of the State of Delaware, to be confirmed verbally with the Secretary of State of the State of Delaware on the Effective Date; (vi) the LLC Agreement, duly executed by UMG; (vii) the VUNet Agreement, duly executed by MX0.Xxx, Inc.; (viii) a good standing certificate regarding Universal dated as of a recent date from the office of the Secretary of State of the State of California, to be confirmed verbally with the Secretary of State of the State of California on the Effective Date; and (ix) the Universal Guarantee Agreement, duly executed by Universal. (b) SMEI will deliver to Roxio: (i) a duly executed assignment of its portion of the Acquired Interests; (ii) a receipt for the cash portion of the purchase price pursuant to Section 2.1(b) paid to it by Roxio concurrently herewith; and (iii) the Amended Sony Content Agreement, duly executed by Sony; (iv) a good standing certificate regarding SMEI dated as of a recent date from the office of the Secretary of State of the State of Delaware, to be confirmed verbally with the Secretary of State of the State of Delaware on the Effective Date; (v) the Sony Transition Services Agreement, duly executed by Sony; (vi) the LLC Agreement, duly executed by SMEI; (vii) a good standing certificate regarding Sony dated as of a recent date from the office of the Secretary of State of the State of Delaware, to be confirmed verbally with the Secretary of State of the State of Delaware on the Effective Date; (viii) the Sony Guarantee Agreement, duly executed by Sony; and (ix) the Sony Letter Agreement, duly executed by Sony Corporation (“Sony Corporation”). (c) The Sellers will collectively deliver to Roxio: (i) true, correct and complete copies of each of the Certificate of Formation and the Certificate of Conversion, as certified by the Secretary of State of the State of Delaware; (ii) resignations from the members of the Operating Committee listed on Schedule 4.1; (iii) the Domain Name Letter Agreement, duly executed by Sony and Universal; (iv) a Statement of Partnership Existence of the Company, duly filed with the Secretary of State of the State of Delaware prior to the Conversion; and (v) a true, complete and correct copy of resolutions duly executed by the Sellers approving, among other things, the Company’s name change, the Conversion and the waiver of certain rights set forth in the General Partnership Agreement between the Sellers. (d) Roxio will deliver to UMG: (i) certificates representing the Roxio Shares payable to UMG pursuant to Section 2.1(a); (ii) the cash portion of the purchase price payable to UMG pursuant to Section 2.1(b) by wire transfer of immediately available funds to the bank account designated by UMG on Schedule 2.2(d) hereto; (iii) the Amended UMG Content Agreement, duly executed by the Company; and (iv) the LLC Agreement, duly executed by Roxio; (v) a copy of the UMG Transition Services Agreement, duly executed by the Company; and (vi) the VUNet Agreement, duly executed by the Company and Roxio. (e) Roxio will deliver to SMEI: (i) certificates representing the Roxio Shares payable to SMEI pursuant to Section 2.1(a); (ii) the cash portion of the purchase price payable to SMEI pursuant to Section 2.1(b) by wire transfer of immediately available funds to the bank account designated by SMEI on Schedule 2.2(e) hereto; (iii) the Amended Sony Content Agreement, duly executed by the Company; (iv) a certificate the LLC Agreement, duly executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, 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; andRoxio; (v) a certificate executed on behalf copy of the Company Sony Transition Services Agreement, duly executed by its Secretary’s the Company; and (vi) the Sony Letter Agreement, duly executed by Roxio. (f) Roxio will deliver to the Sellers collectively a good standing 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 regarding Roxio 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 a recent date from the office of each officer the Secretary of Company executing this AgreementState of the State of Delaware, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies to be confirmed verbally with the Secretary of (A) State of the Company’s Certificate State of Incorporation and bylaws in effect Delaware 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 Effective Date. (bg) On or prior Each Seller will deliver to the Closing Dateother Seller the LLC Agreement, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each PurchaserSeller.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchasers the following: (i) this Agreement duly executed by the CompanyCompany with the schedules, exhibits or appendices thereto, as applicable, current as of the Closing Date; (ii) a Note legal opinion of Company Counsel acceptable to the Purchasers; (iii) the Convertible Debenture Certificates to each Purchaser with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amountpages hereto, registered in the such name of as such Purchaser; (iii) the Registration Rights Agreement duly executed by the CompanyPurchaser may direct; (iv) a fully executed Registration Rights Agreement; (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 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 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 or as otherwise agreed upon by the Parties, to the Company; and (iv) all documents that such 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 the Company to the Purchasers will not be qualified by a prospectus or registration statement.

Deliveries. (a) On The Purchaser and its counsel shall have received all such counterpart originals or prior to the Closing Datecertified or other copies of such documents as it may reasonably request, the Company shall deliver or cause to be delivered to each Purchaser the followingincluding: (i) this Agreement a certificate representing the Shares, duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to Warrants, each Purchaser’s Subscription Amount, registered in dated the name of such PurchaserClosing Date and duly executed by Parent; (iii) the Registration Rights Agreement Agreement, duly executed by Parent; (iv) certificates dated as of a recent date as to the good standing of each NYTEX Party in each jurisdiction where any of such Persons is incorporated or is authorized to do business as a foreign corporation; (v) certified copies of the Organizational Documents of each NYTEX Party (including the Senior Series A Certificate of Designations and the Parent Series B Certificate of Designations); (vi) certified copies of (A) resolutions of Parent’s and the Company’s board of directors approving (1) the execution, delivery and performance of this Agreement and the other Transaction Documents, (2) the increase of the number of directors serving on Parent’s and the Company’s board of directors by two, and (3) the appointment of the two individuals designated by the Purchaser in writing to fill the vacancies resulting from such increases and (B) resolutions of the Company’s stockholders approving (1) the Senior Series A Certificate of Designations and (2) the Parent Series B Certificate of Designations; (vii) certificates as to the incumbency and signatures of each of the officers of the Company who shall execute this Agreement or any other Transaction Document on behalf of Parent and the Company; (ivviii) an Officer’s Certificate, dated the Closing Date, to the effect of the matters stated in Sections 5.1(c), (d), (e) and (f); (ix) 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 Companylegal opinion, dated as of the Closing Date, from Xxxxxxxxxxx & Price, LLP, counsel for the Company, in which such officer shall certify that substantially the conditions set forth in Section 2.3(b) have been fulfilled; andform of Exhibit F attached hereto; (vx) 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 evidence satisfactory to the Purchasers Purchaser that such resolutions were duly adopted valid policies of insurance and have not been amended or rescindedbonding coverage, (ii) an incumbency certificate dated as of including key man life and business interruption insurance, are in full force and effect for 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, NYTEX Parties with terms 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 conditions satisfactory 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; (iixi) such Purchaserevidence satisfactory to the Purchaser that the Company’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchasertrailing twelve-month EBITDA as of September 30, 2010, pro forma for the acquisition of the Xxxxxxx Entities, is at least $15.0 million; 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 copy of a principal amount as set forth on certificate issued by the signature page hereto equal to each Purchaser’s Subscription AmountCompany evidencing the shares of Preferred Stock purchased pursuant hereto, registered in the name of each Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions), and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iii) a Warrant registered in the name of each Purchaser (or its nominee in accordance with such Purchaser’s delivery instructions) to purchase up to a number of shares of Common Stock as set forth below such Purchaser’s name on its signature page hereto, subject to adjustment as set forth therein; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions; (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) Secretary of the Company, dated as of the Closing Date, in which such officer shall certify that form and substance reasonably satisfactory to the conditions set forth in Section 2.3(bSuper-Majority Purchasers, (a) have been fulfilled; and certifying (v1) the resolutions duly adopted by a certificate executed on behalf committee of the Company Board of Directors consisting solely of independent and disinterested directors acting under authority delegated by its Secretary’s certificate containing (i) copies the Board of Directors approving the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement transactions contemplated hereby and the other Transaction Documents and performance by the transactions Company of its obligations hereunder and actions contemplated hereby thereunder (collectively, the “Transactions”), finding the Transactions to be fair to, and therebyin the best interests of, which shall be accompanied by a certificate the Company and its stockholders, and recommending that the Board of Directors approve and authorize the corporate secretary or assistant corporate secretary of Company dated as of Transactions and the Closing Date certifying to the Purchasers that such Transaction Documents, (2) resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as by the Board 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 heretoDirectors authorizing such committee, and (iii3) copies resolutions duly adopted by the Board of Directors approving the recommendation of such committee, approving the Transactions and the Transaction Documents, and taking such other action as is required to duly authorize the Transactions and the Transaction Documents, the filing of the Certificate of Designation, and the issuance of the Preferred Stock, the Warrants and the Warrant Shares, including any waivers referenced in Section 3.1(s) hereof (Acollectively, the “Required Board Approvals”); (b) certifying the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, Bylaws and (Bc) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State of Delaware, as of a day date within five (5) Business Days prior to of the Closing Date; and (viii) an opinion of counsel substantively in the form attached hereto as Exhibit D, executed by such counsel as of the Closing Date and addressed to the Purchasers. (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) the Subscription Amount for such Purchaser’s Subscription AmountPurchaser by wire transfer in immediately available funds to the account specified by the Company; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each such Xxxxxxxxx; and (iv) an Internal Revenue Services Form W-9 (or any successor form or applicable Form W-8 in the case of a Purchaser that is not a U.S. person), duly and validly executed by such Purchaser (or its nominee in accordance with the Purchaser’s delivery instructions).

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

Deliveries. (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 a principal amount as set forth on form reasonably acceptable to the signature page hereto equal to each Purchaser’s Subscription Amount, registered in Purchaser and the name of such PurchaserPlacement Agent; (iii) the Company shall have provided each Purchaser with the Escrow Agent’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) the Registration Rights Agreement duly executed by the Company; (ivv) the Escrow Agreement duly executed by the Company and the Escrow Agent; (vi) a certificate executed on behalf of by 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 form and substance reasonably acceptable to the conditions set forth in Section 2.3(b) have been fulfilled; andPurchaser and Placement Agent; (vvii) a certificate executed on behalf by the Secretary 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 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 Date, in form and substance reasonably acceptable to the Purchasers that such resolutions were duly adopted Purchaser and have not been amended or rescindedPlacement Agent; (viii) at the Purchaser’s election, (iia) an incumbency a stock certificate dated as in the name of the Closing Date executed on behalf Purchaser representing the Shares or (b) a certified 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 book entry ledger containing entries showing the Purchaser is recorded as the owner of the Shares; (ix) deposit the difference between the aggregate Purchase Price and the aggregate Redemption Consideration by wire transfer to the account specified in the Escrow Agreement; and (x) evidence of the filing with the State of Delaware of the Series A 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 DateDesignation. (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 Purchase Price by each Purchaser; and (iv) wire transfer to the Registration Rights Agreement duly executed by each Purchaseraccount specified in the Escrow Agreement.

Deliveries. (ai) On or prior to At the Closing DateClosing, the Company shall will issue and deliver to Purchaser or cause to be delivered to each Purchaser its designated affiliate a certificate representing 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 AmountShares, registered in the name of Purchaser or, to the extent permitted under Section 11(l), of its designated affiliate (any such designee being hereinafter referred to as the “Substitute Purchaser; ”); provided, that the Purchaser shall have given the Company written notice of such designation not less than two (iii2) business days prior to the Registration Rights Agreement duly executed by Closing. The Company will also deliver at the Company; Closing: (ivA) 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 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(b) 7 of this Agreement have been fulfilled; and fulfilled and (vB) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of the Company dated as of the Closing Date certifying (1) that attached thereto is a true and complete copy of the Amended and Restated Bylaws of the Company as in effect at the time of the actions by the Board of Directors of the Company referred to in clause (2) below, and on the Closing Date; (2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance and sale of the Shares by the Company and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby as of the Closing Date; (3) that attached thereto is a true and complete copy of the Company’s Fifth Amended and Restated Certificate of Incorporation as in effect at the time of the actions by the Board of Directors of the Company referred to in clause (2) above, and on the Closing Date; and (4) as to the Purchasers that such resolutions were duly adopted incumbency and have not been amended or rescinded, specimen signature of any officer of the Company executing this Agreement on behalf of the Company. (ii) At the Closing, Purchaser or its designated affiliate will deliver to the Company the Purchase Amount, in the form of a wire transfer of immediately available funds to a bank account designated by the Company. The Company will notify Purchaser in writing of the wiring instructions for such account not less than three (3) business days before the Closing Date. Purchaser will also deliver, or cause to be delivered, at the Closing: (A) a certificate in form and substance reasonably satisfactory to the Company duly executed by an incumbency authorized officer of Purchaser certifying that the conditions to Closing set forth in Section 8 of this Agreement have been fulfilled, (B) a certificate of the secretary or assistant secretary of Purchaser dated as of the Closing Date executed certifying as to the incumbency and specimen signature of any officer executing this Agreement 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 heretoPurchaser, and (iiiC) copies of (A) in 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 event that Purchaser shall deliver or cause have designated a Substitute Purchaser pursuant to be delivered to the Company the following: subsection (i) above, an instrument of adherence, in form and substance acceptable to the Company, whereby the Substitute Purchaser shall have agreed to join in and be bound by the representations, warranties, covenants and obligations of the Purchaser hereunder. References in this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) to the Registration Rights Agreement duly executed by each PurchaserPurchaser shall be deemed to include any permitted Substitute Purchaser to which the Shares are issued at the Closing.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this 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 A certificate evidencing such Purchaser’s Subscription AmountPurchased Shares, registered in the name of such Purchaser; (iii) The Escrow Agreement and the Registration Rights Agreement Release Notice (as defined in the Escrow Agreement), duly executed by the Company; (iv) a An officer’s certificate executed on behalf of from the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanyOfficer, dated as of the Closing Date, in certifying and setting forth (A) the names, signatures and positions of the Persons authorized to execute this Agreement and any other Transaction Documents to which such officer shall certify the Company is a party, (B) a copy of the resolutions of the Company authorizing the execution, delivery and performance of this Agreement, and (C) certifying that the representations and warranties of the Company are true and correct as of the Closing Date and that the Company has satisfied all of the conditions set forth in Section 2.3(b) have been fulfilledto the Closing; and (v) a certificate executed on behalf A Good Standing Certificate 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 This Agreement duly executed by such Purchaser; (ii) The Escrow Agreement and the Release Notice, duly executed by such Purchaser’s Subscription Amount; (iii) Accredited Investor The Purchaser Questionnaire attached hereto as Exhibit A, duly executed by each such Purchaser; and (iv) Such Purchaser’s Purchase Price by wire transfer or a certified check of immediately available funds to the Registration Rights Agreement duly executed by each PurchaserEscrow Agent pursuant to the Escrow Agreement.

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

Deliveries. (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 each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing only, this Agreement duly executed by the Company; (ii) as to the First Closing only, a Note with legal opinion of Company Counsel, substantially in the form acceptable to the Purchasers; (iii) a principal amount certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount as to the applicable Closing as set forth on the Purchaser’s signature page hereto equal to each Purchaser’s Subscription Amountdivided by the Stated Value, 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 100% of such Purchaser’s Conversion Shares on the applicable Closing Date, subject to adjustment therein; (v) 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 Closing, the Lock-Up Agreements; (vii) evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (viii) as to the First Closing, a draft of the Registration Statement and registration statement for the IPO and confirmation that the Company shall use reasonable best efforts to file such registration statements within 90 days of the First Closing Date; and (ix) as to the First Closing only, 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 each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) As to the First Closing only, this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount;Amount as to the applicable Closing as set forth on such Purchaser’s signature hereto by wire transfer to the account specified in writing by the Company; and (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) as to the First Closing only, the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Purchaser, 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 Purchasers 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) the Registration Rights Agreement 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, 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 shall be 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 as of the text date when made and as of the resolutions by which the corporate action on the part Closing Date as though originally made at that time (except for representations and warranties that speak as of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebya specific date, which shall be accompanied true and correct as of such specific date) 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; (vi) a certificate duly executed by the Chief Executive Officer of the corporate secretary or assistant corporate secretary of Company Target, dated as of the Closing Date 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 Purchasers 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 resolutions were duly adopted specific date) and the Target shall have not been amended performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or rescindedcomplied with by the Target at or prior to the Closing Date; (vii) a certificate executed by the Secretary of the Company, (ii) an incumbency certificate in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date executed on behalf Date, as to (i) the 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 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 the bylaws of (A) the Company’s Certificate of Incorporation and bylaws , each as in effect on at the Closing; (viii) 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, (Bii) the certificate evidencing of formation of the good standing Target and (iii) the bylaws of Company the Target, each as in effect at the Closing; (ix) a letter from the Company’s transfer agent certifying the number of a day within five (5) Business Days shares of Common Stock outstanding on the Closing Date immediately prior to the Closing DateClosing; and (x) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserPxxxxxxxx; and (ivii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. Concurrent with the execution of this Agreement: (a) On or prior to the Closing Date, the Company Seller shall deliver or cause to be delivered to each Purchaser Purchaser, against payment of the following:Purchase Price the following (collectively, the “Seller Documents”): (i) an executed Xxxx of Sale, a copy of which is attached to this Agreement duly executed by the Companyas Exhibit “C”; (ii) an executed real property lease with respect to the real property located at 000 Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, Xxxx, a Note with a principal amount copy of which is attached to this Agreement as set forth on Exhibit “D” (the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser“Ground Lease”); (iii) an executed special warranty deed with respect to the Registration Rights Real Property, a copy of which is attached to this Agreement duly executed by as Exhibit “E” (the Company“Real Property Deed”); (iv) an irrevocable commitment (the “Real Property Title Commitment”) from Metro National Title Company, a certificate executed on behalf of Utah corporation (the Company by its Principal Executive Officer or Chief Executive Officer (each as defined “Title Company”), to issue to Purchaser a standard coverage owner’s title insurance policy insuring that Purchaser owns a fee interest in the Exchange Act) of Real Property, having a policy limit equal to US $7,050,000 and listing no exceptions to title other than the Company, dated as of the Closing Date, in which such officer shall certify that the conditions exceptions set forth in Section 2.3(b) have been fulfilledthe Real Property Title Commitment; and (v) an executed real property sublease between Questar Corporation and Purchaser with respect to the real property located at 000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, a copy of which is attached to this Agreement as Exhibit “F” (the “Sublease”); (vi) an executed Master Services Agreement between Questar Gas Company and Purchaser a copy of which is attached to this Agreement as Exhibit “G” (the “Master Services Agreement”); (vii) an executed Consulting Agreement between Questar Gas Company and Purchaser, a copy of which is attached to this Agreement as Exhibit “H” (the Data Center Services Agreement); (viii) a certificate executed on behalf from the secretary of each of Seller and Questar InfoComm, Inc. (A) certifying that attached to such certificate are all requisite resolutions of Seller’s board of directors approving the Company by its Secretary’s certificate containing (i) copies 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 the other Transaction Documents agreements, documents and instruments contemplated herein (the “Related Agreements”) and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate consummation of the corporate secretary or assistant corporate secretary of Company dated as Transactions; (B) certifying that attached to such certificate is the requisite consent of the Closing Date shareholders of Seller approving and authorizing the Transactions and the Related Agreements; and (C) certifying to the Purchasers that such resolutions were duly adopted incumbency of the officers of Seller executing this Agreement and have not been amended or rescinded, the Related Agreements; (iiix) an incumbency certificate dated executed special warranty deed with respect to the Building, a copy of which is attached to this Agreement as of Exhibit “I” (the Closing Date “Building Deed”); (x) an irrevocable commitment (the “Ground Lease Title Commitment”) from the Title Company, to issue Purchaser a standard coverage owner’s title insurance policy insuring that Purchaser owns a leasehold interest in the Ground Lease, having a policy limit equal to US $4,800,000 and listing no exceptions to title other than the exceptions set forth in the Ground Lease Title Commitment; (xi) an 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 Companyamendment to Seller’s Certificate Articles of Incorporation and bylaws in effect on (to be filed by Purchaser following the Closing Date, and Closing) to change Seller’s corporate name to no longer include the term “Consonus;” and (Bxii) the certificate evidencing the good standing of Company such other documents as of a day within five (5) Business Days prior to the Closing Datereasonably required by Purchaser. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to Seller, against delivery of the Company Acquired Assets, the following:following (collectively, the “Purchaser Documents”): (i) this Agreement duly executed by such Purchaserthe Closing Payment; (ii) such Purchaser’s Subscription Amount;an executed Secured Subordinated Promissory Note. (iii) Accredited Investor Questionnaire duly an executed by each Security Agreement, a copy of which is attached to this Agreement as Exhibit “J”; (iv) an executed Assumption Agreement; (v) an executed Ground Lease; (vi) a completed UCC-1, securing the obligations of Purchaser under the Secured Subordinated Promissory Note, and this Agreement; (vii) an executed Trust Deed, a copy of which is attached to this Agreement as Exhibit “K”; (viii) an executed employment agreement with Xxxxxx Xxxxxxx (“Employment Agreement”), a copy of which is attached to this Agreement as Exhibit “L”; (ix) an executed Sublease; (x) an executed Master Services Agreement; (xi) an executed Consulting Agreement; (xii) an executed Guaranty, a copy of which is attached to this Agreement as Exhibit “M”; (xiii) a certificate from the secretary of Purchaser (A) certifying that attached to such certificate are all requisite resolutions of Purchaser’s board of directors approving the execution and delivery of this Agreement and the Related Agreements and the consummation of the Transactions; and (B) certifying to the incumbency of the officers of Seller executing this Agreement and the Related Agreements; and (ivxiv) the Registration Rights Agreement duly executed such other documents as reasonably required by each PurchaserSeller.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser Aztec the following: (i1) a copy of 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; (iii2) the Registration Rights Agreement Convertible Note duly executed by the Company; (iv3) a certificate executed on behalf waiver of LMD Capital, LLC with respect to its rights under Section 4.13 of that certain Securities Purchase Agreement dated April 19, 2012; (4) certificates of the appropriate government officials of the state of incorporation or organization of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in to the Exchange Act) existence and good standing of the CompanyCompany and each of its Subsidiaries, each dated as of within ten (10) days prior to the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v5) a certificate executed on behalf Certificate of the Secretary of the Company by its Secretary’s certificate containing certifying (i) copies resolutions of the text Board of the resolutions by which the corporate action on the part Directors of the Company necessary to approve which authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party 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 the names 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 individuals or other instrument executed pursuant hereto, Persons authorized to sign this Agreement and (iii) copies the other Transaction Documents to which the Company is a party together with specimen signatures 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 Datesuch Persons. (b) On or prior to the Closing Date, each Purchaser Aztec shall deliver or cause to be delivered to the Company the followingCompany: (i1) A copy of this Agreement duly executed by such PurchaserAztec; (ii2) such Purchaser’s Subscription Amountthe Note; (iii3) Accredited Investor Questionnaire duly executed by evidence that the Accounts Payable have been marked “paid in full” on the accounting books of Aztec in exchange for the Convertible Note; (4) a waiver letter from The F&M Bank & Trust Company with respect to the exchange of the Note for the Convertible Note; (5) certificates of the appropriate government officials of the state of incorporation or organization of the Company as to the existence and good standing of the Company and each Purchaserof its Subsidiaries, each dated within ten (10) days prior to the Closing Date; and (iv6) Certificate of the Secretary of Aztec certifying (i) resolutions of the Board of Directors of Aztec which authorizes the execution, delivery and performance by Aztec of this Agreement and (ii) the Registration Rights names of the individuals or other Persons authorized to sign this Agreement duly executed by each Purchasertogether with specimen signatures of such Persons.

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

Deliveries. (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, in the form acceptable to such Purchaser, 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 Purchasers 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) the Registration Rights Agreement 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, 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 shall be 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 as of the text date when made and as of the resolutions by which the corporate action on the part Closing Date as though originally made at that time (except for representations and warranties that speak as of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and therebya specific date, which shall be accompanied true and correct as of such specific date) 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; (vi) a certificate duly executed by the Chief Executive Officer of the corporate secretary or assistant corporate secretary of Company Target, dated as of the Closing Date 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 Purchasers 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 resolutions were duly adopted specific date) and the Target shall have not been amended performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or rescindedcomplied with by the Target at or prior to the Closing Date; (vii) a certificate executed by the Secretary of the Company, (ii) an incumbency certificate in a form reasonably acceptable to such Purchaser, and dated as of the Closing Date executed on behalf Date, as to (i) the 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 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 the bylaws of (A) the Company’s Certificate of Incorporation and bylaws , each as in effect on at the Closing; (viii) 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, (Bii) the certificate evidencing of formation of the good standing Target and (iii) the bylaws of Company the Target, each as in effect at the Closing; (ix) a letter from the Company’s transfer agent certifying the number of a day within five (5) Business Days shares of Common Stock outstanding on the Closing Date immediately prior to the Closing DateClosing; and (x) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each PurchaserXxxxxxxxx; and (ivii) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company Seller shall deliver or cause to be have executed and delivered to each Purchaser the followingPurchaser: (i) this Agreement duly all of the Operative Agreements required hereunder to be executed and delivered by the CompanyCompany and Seller; (ii) certificates evidencing the Shares, duly endorsed in blank or accompanied by a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered stock power duly executed in the name of such Purchaserblank; (iii) resignations and releases of each officer and director of Trump Indiana in a form satisfactory to the Registration Rights Agreement duly executed by the CompanyPurchaser; (iv) a certificate an executed on behalf of receipt for 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; andInitial Purchase Price; (v) a certificate executed on behalf copy of the Company by its Secretary’s certificate containing (i) copies Certificate of the text Incorporation 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 therebyTrump Indiana, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated certified as of a date within three (3) Business Dayx xx the Closing Date certifying to by the Purchasers that such resolutions were duly adopted and have not been amended or rescindedSecretary of State of Delaware; (vi) a copy, (ii) an incumbency certificate dated as of certified by 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 Secretary of (A) Seller, of the Company’s Certificate resolutions of Incorporation its board of directors authorizing the execution and bylaws delivery of this Agreement and consummation of the transactions contemplated by this Agreement, and in each case such resolutions shall be in full force and effect on the Closing Date, and not revoked and (B) Trump Indiana, of its Bylaws; (vii) x xxod standing certificate for Trump Indiana issued by the certificate evidencing the good standing Secretary of Company State of Delaware dated as of a day xx x date within five three (53) 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; (iiviii) such Purchaser’s Subscription Amounta physical count of cash and Cash on Hand of the Company certified in writing by the Chief Financial Officer of the Seller, and bank reconciliations for each cash account dated as of the Closing Date certified in writing by the Chief Financial Officer of the Seller; (iiiix) Accredited Investor Questionnaire duly executed copies of the consents and approvals obtained by each Purchaser; andSeller in accordance with Section 2.04 and Section 6.04; (ivx) evidence that the Registration Rights Agreement duly requisite consent from the lenders under Seller's Credit Facility has been obtained; (xi) evidence that all of the obligations of the Company with respect to the Seller's Credit Facility have been discharged in full and any Liens on the Shares, or on the Assets and Properties of the Company have been released, other than Permitted Liens and capitalized lease obligations which serve as a reduction to the Initial Purchase Price; (xii) Section 4.15 of the Disclosure Schedule; EXECUTION COPY (xiii) evidence of termination of the Affiliate Agreements; (xiv) an executed by each Purchaser.counterpart of the Trump License in a form mutually acceptable to Seller and Purchaser (xxx "Trump License");

Deliveries. (a) On The Contributors shall have delivered or prior be prepared to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingAcquiror: (i) this Agreement duly executed a certificate signed by an officer of the Company, dated the Closing Date, certifying that the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(d) have been fulfilled; (ii) a Note good standing certificate of recent date with a principal amount as set forth on respect to the signature page hereto equal Company certified by the State of Delaware and each other jurisdiction in which the Company is qualified to each Purchaser’s Subscription Amount, registered in the name of such Purchaserdo business; (iii) the Registration Rights Agreement duly executed with respect to each Contributor that is an entity, a good standing certificate of recent date with respect to each Contributor certified by the CompanySecretary of State (or other comparable authority) of the state, province or country in which such Contributor is organized; (iv) a certificate executed on behalf by the Secretary of the Company by its Principal Executive Officer or Chief Executive Officer attaching and certifying as to the true and correct copies of (each as defined in A) the Exchange ActCompany Organizational Documents, (B) the resolutions 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 equity holders of the Company by its Secretary’s certificate containing approving and adopting this Agreement and the Transactions and (iC) copies the names of the text 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 and Documents, together with the transactions and actions contemplated hereby and thereby, which shall be accompanied by true signatures of such officers; (v) a certificate duly executed assignment instrument from each Contributor effecting the transfer of the corporate secretary or assistant corporate secretary of Company dated as Contributed Shares; (vi) evidence of the Closing Date certifying release of any Liens (other than Permitted Liens) that had been imposed on any assets of the Company; (vii) all Consents required in connection with the Transaction, each in form and substance reasonably acceptable to Acquiror; (viii) a copy of the amendment to the Purchasers that such resolutions were duly adopted Amended 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 Restated Certificate of Incorporation and bylaws in effect of the Company filed 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 resulting in the cancelation of the Class A shares and Class B shares in the capital of the Company and the following:creation and issuance of the Company Shares on the basis of one Company Share for each whole Class A or Class B share so cancelled; (ix) a copy of the Support Agreement executed by each of the Contributors; (x) executed copies of employment and/or advisor agreements between the Company and each of the Key Company Employees, which have been amended to: (i) this Agreement duly executed by such Purchaserremove the reference to any grant of options to acquire Company Shares; and (ii) to incorporate certain restrictive covenants on terms materially similar to the restrictive convents contained in Section 6.8; (iixi) such Purchaser’s Subscription Amounta waiver of the Company of the right of first refusal with respect to the transfer of Company Shares contained in its constating documents; (iiixii) Accredited Investor Questionnaire duly executed by copies of those waivers and releases with respect to the promise of a grant of options to acquire Company Shares which are included in certain of the employment, advisory consulting or other forms of services agreement entered into between the relevant counterparties and the Company; (xiii) confirmatory patent assignments from each Purchaser; of [Redacted - Names] with respect to those provisional patent applications numbered: [Redacted - Patent Application Numbers] and (ivxiv) either: (A) a notice from the Registration Rights Agreement duly executed by each PurchaserCompany that the Company Shares are not a “U.S. real property interest” in accordance with Treasury Regulations under Sections 897 and 1445 of the Internal Revenue Code, or (B) certifications from all Contributors that they are not “foreign persons” in accordance with Treasury Regulations under Section 1445 of the Internal Revenue Code.

Deliveries. At the Closing: (a) On the Purchaser, the Representative and the Escrow Agent shall execute and deliver the Purchase Price Adjustment Escrow Agreement and the Indemnity Escrow Agreement (each of which will require the Escrow Agent to perform its duties under the Purchase Price Adjustment Escrow Agreement and the Indemnity Escrow Agreement in accordance with the Standard, and the Escrow Agent shall not be entitled under the Purchase Price Adjustment Escrow Agreement, the Indemnity Escrow Agreement or prior otherwise to indemnification, exculpation or any similar right with respect to any breach of the Closing Date, Standard); (b) the Company shall deliver or cause to be delivered to the Purchaser each Purchaser of 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 stating that the conditions set forth specified in Section 2.3(bSections 3.01(a) and 3.01(b) (Conditions to the Purchaser’s and the Merger Sub’s Obligations) have been fulfilled; andsatisfied; (vii) a certificate executed on behalf all minute books, ownership records, stock books, ledgers and registers, and corporate seals, as applicable, relating to the organization, ownership and maintenance of the Company by and its Secretary’s certificate containing Subsidiaries that are not otherwise located at the facilities of the Company and its Subsidiaries; (iiii) certified copies of the text Charter and 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; (iv) an affidavit, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying and signed by a responsible corporate officer of the Company under penalty of perjury, stating that the Company is not and has not been a United States real property holding corporation, in form and substance required under Treasury Regulations §§1.897-2(h) and 1.1445-2(c); (v) a Form W8-BEN duly executed by Ontario Teachers’ Pension Plan Board, an Ontario corporation (“Teachers”); (vi) certified copies of resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (vii) the written consent of the holders of a majority of the shares of the Company Common Stock to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as consummation of the Closing Date executed on behalf transactions contemplated hereby; (viii) written resignation letters from each of Company by its corporate secretary or one the members of its assistant corporate secretaries certifying the office board of directors and each officer of the Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and specified by the Purchaser at least three (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 (53) Business Days prior to the Closing Date.Closing, effective as of the Closing; (bix) On or prior duly executed copies of all of the Transaction Documents to which it is a party; and (c) the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Representative (on behalf of the Sellers) each of the following: (i) this Agreement duly executed by such Purchasera certificate, dated as of the Closing Date, stating that the preconditions specified in Sections 3.02(a) and 3.02(b) (Conditions to the Company’s Obligations) have been satisfied; (ii) such Purchaser’s Subscription Amount;duly executed copies of all the Transaction Documents to which it is a party; and (iii) Accredited Investor Questionnaire certified copies of the resolutions duly executed adopted by each the Purchaser; and ’s board of directors (ivor its equivalent governing body) and the Registration Rights Agreement duly executed by each PurchaserMerger Sub’s board of directors authorizing the execution, delivery and performance of this 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; (iii) one or more stock certificates evidencing the number of Shares to be issued to each Purchaser as specified on Schedule A, registered in the name of such Purchaser; (iv) a certificate executed evidence that the Certificate of Designations has been filed and has become effective 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 prior to the Closing Date, in which such officer shall certify that Date with the conditions set forth Secretary of State of Delaware; (v) the certificate described in Section 2.3(b) have been fulfilled2.4(b)(iii); and (vvi) certificates of good standing for the Company and its Subsidiaries issued as of a certificate executed on behalf recent date by the Secretary of State of the Company by its Secretary’s certificate containing (i) copies State of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement Delaware, 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 by an officer of the Company by its corporate secretary or one certifying (A) that the attached resolutions of the board of directors of the Company approving the Transaction Documents and the transactions contemplated thereby are true, complete and correct and remain unamended and in full force and effect, (B) that the Company shall have reserved out of its assistant corporate secretaries certifying authorized and unissued Common Stock, solely for the office purpose of effecting the conversion of the Shares and the exercise of the Remaining Warrants, at least 2,500,000 shares of Common Stock, and (C) as to the incumbency and specimen signature of each officer of the Company executing this Agreement, or each Transaction Document and any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws document delivered 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 Dateconnection herewith. (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 Amountportion of the Cash Consideration by wire transfer to one or more accounts as specified by the Company to the Purchasers at least two (2) Business Days prior to the Closing; (iii) Accredited Investor Questionnaire duly executed by each original certificates representing the Purchaser’s share of the Consideration Shares, along with stock powers and Medallion guarantees effectively transferring the Consideration Shares to the Company for cancellation in form satisfactory to the Company; (iv) original certificates representing the Purchaser’s share of the Warrants, along with an assignment effectively transferring the Warrants to the Company for cancellation in form satisfactory to the Company; and (ivv) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. (a) On Seller or prior to the Closing DateSelling Subsidiaries, as the Company case may be, shall deliver or cause to be have delivered to Purchaser each Purchaser of 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 by a vice president or other executive officer of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the CompanySeller, dated as of the Closing Date, in which such officer shall certify to the effect that the conditions set forth in Section 2.3(bSECTION 7.1(a) and SECTION 7.1(b) have been fulfilled; andsatisfied; (vii) 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 an assistant corporate secretary of Company dated Seller certifying as of the Closing Date (A) a true and complete copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby and (B) incumbency matters; (iii) certificates executed by an executive officer of each of the Selling Subsidiaries certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) a true and complete copy of the Company’s Certificate resolutions of Incorporation the board of directors of such Selling Subsidiary authorizing the execution, delivery and bylaws in effect on performance by such Selling Subsidiary of this Agreement and the Closing Date, consummation of the transactions contemplated hereby and (B) incumbency matters; (iv) a certificate of the certificate evidencing Secretary of State or other applicable Governmental Authority certifying the good standing of each Seller Company in its jurisdiction of organization (to the extent such a certificate is issuable in such jurisdiction) as of a day date within five (5) Business Days prior to seven days of the Closing Date.; (bv) On or prior bills of sale, general assignments of trademarks and other instruments of assignment and transfer as may be reasonably necessary to vest in Purchaser all of the Seller Companies' right, title and interest in and to the Closing DatePurchased Assets, in each Purchaser shall deliver or cause case, in form and substance reasonably satisfactory to be delivered to the Company the following: (i) this Agreement Purchaser, duly executed by such PurchaserSeller Companies; (iivi) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire a copy of the Transition Services Agreement, duly executed by each Purchaser; andapplicable Seller Company; (ivvii) copies of the Registration Rights Agreement Key Employee Agreements, duly executed by each Purchaser.the Key Employees;

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 and the Partnership shall deliver or cause to be delivered to each Purchaser the following: (i) this evidence of the Purchased Units and the Purchased Preferred Stock having been issued in book-entry form to Purchaser; (ii) the Investor 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 certificate of the Company contemplated by the CompanySection 2.3(b)(iii); (iv) (A) 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’s Secretary, dated as of the Closing Date, certifying (1) the Company Charter and the Company Bylaws, as then in which effect and attached thereto, including, in the case of the Company Bylaws, the amendment contemplated by Section 2.2(a)(ix), (2) the resolutions adopted by the Board of Directors (a) authorizing the transactions contemplated hereby and (b) increasing the size of the Board of Directors from four to nine and filling five of the vacancies caused by such increase with individuals designated by the Permitted Series A Owners (as defined in the Certificate of Designation) and (3) as to the signatures and authority of the Persons signing the Transaction Documents and related documents on behalf of the Company, and (B) a certificate executed by an authorized officer shall certify that of the conditions set forth General Partner and dated as of the Closing Date, certifying (1) the Partnership’s and the General Partner’s respective Organizational Documents, as then in Section 2.3(beffect and attached thereto, (2) have been fulfilled; andthe resolutions adopted by the General Partner authorizing the transactions contemplated hereby and (3) as to the signatures and authority of the Persons signing the Transaction Documents and related documents on behalf of the Partnership; (v) a certificate cross-receipt, 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 Partnership, acknowledging receipt from Purchaser of Incorporation and bylaws in effect on the Closing Date, Purchase Price and (B) the certificate Company, acknowledging receipt from Purchaser of the aggregate par value for the Purchased Preferred Stock; (vi) the Interest Assignment Agreement duly executed by the Company and the Partnership; (vii) the A&R LP Agreement duly executed by the Company and the General Partner; (viii) a copy of the Certificate of Designation file stamped by the State Corporation Commission of the Commonwealth of Virginia evidencing that the good standing same has been accepted for filing and filed with the State Corporation Commission of the Commonwealth of Virginia; (ix) an amendment to the Company as Bylaws deleting Section 3.12(b) thereof in its entirety; (x) copies of a the applicable instruments file stamped by the appropriate Governmental Entities, at least one day within five (5) Business Days prior to the Closing Date, evidencing the Conversions; (xi) a certificate in compliance with the requirements of Treasury Regulation section 1.1445-2(b)(2) to the effect that the Company is not a “foreign person” within the meaning of Treasury Regulation section 1.1445-2(a)(1); and (xii) such additional documents as Purchaser may reasonably request them to execute in order to implement or document the Closing or give effect to the transactions contemplated by this Agreement. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Partnership, as applicable, the following: (i) this Agreement duly executed payment of (A) the Purchase Price in cash by such Purchaserwire transfer of immediately available funds to an account designated in advance of the Closing Date by the Partnership, and (B) the aggregate par value for the Purchased Preferred Stock in cash by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Company; (ii) such Purchaser’s Subscription Amountthe certificate of Purchaser contemplated by Section 2.3(c)(iii); (iii) Accredited the Investor Questionnaire Agreement duly executed by each Purchaser and RCR; (iv) a valid Internal Revenue Service Form W-9; (v) a counterpart of the A&R LP Agreement duly executed by Purchaser and RCR; (vi) a cross-receipt, duly executed by Purchaser, acknowledging Purchaser’s receipt of the Purchased Units and the Purchased Preferred Stock; and (ivvii) such additional documents as the Registration Rights Agreement duly executed Company may reasonably request it to execute in order to implement or document the Closing or give effect to the transactions contemplated by each Purchaserthis Agreement.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with legal opinion of Company Counsel, substantially in the form of Exhibit D attached hereto; (iii) a principal amount as set forth on the signature page hereto certificate evidencing a 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 Purchaser; (iii) Purchaser and evidence of the Registration Rights Agreement duly executed by filing and acceptance of the CompanyCertificate of Designation from the Secretary of State of Delaware; (iv) a Warrant, duly executed by the Company, 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 Conversion Shares, with an exercise price equal to $[0.70], subject to adjustment therein (an original of such Warrant certificate executed on behalf may be delivered within three Trading Days of the Closing Date); (v) 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) the Voting Agreements, duly executed by each as defined in of the Exchange ActCompany’s officers, directors and certain five (5%) stockholders; (vii) a certificate, dated the Closing Date and addressed to the Purchasers, signed by the chief executive officer and the chief financial officer of the Company, dated in their capacity as officers of the Company, to the effect that the representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied in which such officer shall certify that all material respects with all the agreements and satisfied all 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 required 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 performed 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 satisfied at 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; and (viii) the Registration Rights Agreement, duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount;Amount by wire transfer to the account specified in writing by the Company; and (iii) Accredited Investor Questionnaire the Registration Rights Agreement, duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each such Purchaser.

Deliveries. Seller shall have delivered to Purchaser the following: (ai) On or prior to A certificate, dated the Closing Date, of an executive officer of Seller confirming the Company shall deliver matters set forth in Section 6.3(a) and (b) hereof; (ii) A certificate, dated the Closing Date, of the Secretary or cause Assistant Secretary of Seller certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of the charter and by-laws of Seller, and all amendments thereto; (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by Seller pursuant hereto; and (C) are the names and signatures of its duly elected or appointed officers who are authorized to each execute and deliver this Agreement, the Transaction Documents to which Seller is a party and any certificate, document or other instrument in connection herewith; (iii) An Assignment and Assumption Agreement executed by Seller, in form, scope and substance satisfactory to Purchaser; (iv) The Bond Assignment and Assumption Agreement executed by Seller and the DAHC; (v) An executed xxxx of sale for all Tangible Personal Property owned by Seller, in form and substance reasonably acceptable to Purchaser (the following: "Xxxx of Sale"); (vi) A Supply Agreement executed by Seller, in form, scope and substance satisfactory to Purchaser; (vii) A Transition Services Agreement executed by Seller, in form, scope and substance satisfactory to Purchaser; (viii) Certificate of good standing from the appropriate state agency, dated as of a recent date, certifying that Seller is in good standing in the State of Georgia; (ix) A signed opinion from (i) this Agreement duly executed by the Company; Xxxxx, Xxxxx & Xxxxx, P.C and (ii) a Note with a principal amount as set forth on the signature page hereto equal to Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, 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 CompanySeller's legal counsel, dated as of the Closing DateDate and addressed to Purchaser, in which such officer shall certify that form and substance reasonably acceptable to Purchaser; (x) True, correct and complete copies of all consents or approvals necessary for the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf assignment or transfer of the Company by its Secretary’s certificate containing (i) copies of the text of Perry Real Property Lease, the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement Perry Equipment Lease and the other Transaction Documents Bond Documents, the Wastewater Facility Lease, the Garage Lease, the Assigned Contracts and any other required consents set forth on Schedule 3.5; (xi) Executed copies of such documents as may be required to assign the transactions Bond Encumbrances to Purchaser; (xii) An executed IRS Form 8594; (xiii) Possession and actions contemplated hereby and thereby, which shall be accompanied by a certificate control of the corporate secretary or assistant corporate secretary Purchased Assets; (xiv) A certificate, duly executed and acknowledged by Seller under penalties of Company dated as perjury, in the form prescribed by Treasury Regulation Section 1.1445- 2(b)(2)(iii), stating Seller's name, address and Federal tax identification number, and that Seller is not a "foreign person" within the meaning of Section 1445 of the Closing Date certifying Code; (xv) Duly executed special warranty deeds from Seller in favor of Purchaser or Purchaser's designee, in recordable form, transferring good and marketable fee simple title to any Real Property to be conveyed by Seller to Purchaser hereunder, subject only to the Purchasers that Permitted Encumbrances, and 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 affidavits or other instrument executed pursuant heretocustomary instruments as Purchaser's title insurance company may reasonably request, and (iii) copies of including, but not limited to: (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and owner's affidavits; (B) pay-off letters and lien releases; and (C) gap indemnities if, in a particular locality, the certificate evidencing title insurance company will not insure the good standing period between the Closing and the recordation of Company as the deeds; (xvi) Estoppel certificates from lessors, if any, in form and substance reasonably acceptable to Purchaser; (xvii) Uniform Commercial Code, Federal and State tax lien, bankruptcy and judgment searches with respect to Seller for the State of a day within five Georgia, prepared by search companies reasonably satisfactory to Purchaser, and not dated earlier than fifteen (515) Business Days days prior to the Closing Date. ; (bxviii) On releases of all Liens (other than the Permitted Encumbrances) held in any of the Purchased Assets, including, without limitation, UCC-3 termination statements; (xix) Articles of Transfer or prior other transfer document executed by Seller to the Closing Dateextent such transfer document is required to be filed with any Governmental Authority upon consummation of the Acquisition; (xx) Original certificates of title to all vehicles or rolling stock included in the Purchased Assets, each executed by Seller to the extent necessary to reflect the assignment by Seller to Purchaser of such assets; (xxi) An ALTA Owner's Policy of Title Insurance issued by the Chicago Title Insurance Company, or other national title insurance company acceptable to Purchaser, insuring Purchaser as owner of fee simple title to the Real Property and as holder of leasehold title to the Perry Leased Property and the Wastewater Facility Leased Property, subject only to Permitted Encumbrances, in the amounts and containing such endorsements as Purchaser shall deliver or cause reasonably request. In addition, Purchaser shall have received an ALTA/ACSM survey for the Perry Leased Property and the Wastewater Facility Leased Property satisfactory to Purchaser, showing no matters other than the Permitted Encumbrances. (xxii) Replacement Quitclaim Deed and Xxxx of Sale from the DAHC to the Purchaser (which shall be delivered to SunTrust Bank, as trustee with respect to the Company Bonds); (xxiii) Memorandum of the following: Wastewater Facility Lease or the original executed copy of the Wastewater Facility Lease in form and substance suitable for recordation; and (ixxiv) this Agreement duly executed Such other documents and instruments as may be reasonably requested by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) Purchaser to consummate the Registration Rights Agreement duly executed by each PurchaserAcquisition and to carry out the obligations of the Parties hereunder.

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

Deliveries. (a) On or prior to the Closing Date, the Company 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 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 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: (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 along with all Security Documents; (v) to each Trident and CapSource, 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 C, Exhibit D and Exhibit E, respectively, attached hereto; (vi) Approval by the Board of Directors of the Company, dated done in conformance with all applicable law and the Bylaws of the Company, certified by the Secretary of the Company as of the Closing Date, in which approving or otherwise ratifying the transactions contemplated by this Agreement, and approving the form of this Agreement and the Transaction Documents, and authorizing execution, delivery, and performance thereof; (vii) A copy of the 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; (viii) Payment of the Application and Closing fees, if any, referenced in Section 2.3(b) have been fulfilled2.1 hereof; and (vix) a certificate executed on behalf of the Company by its Secretary’s certificate containing (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 Each Purchasers’ respective Subscription Amount;Amount 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 Agreement Security Agreement, duly executed by each Purchaser.

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 the Assignment of Partnership Interests, duly executed by the CompanyXxxxxx; (ii) a Note with a principal amount an officer’s certificate dated as of the Closing Date, certifying that, to the best of such officer’s knowledge, the conditions set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such PurchaserSections 6.2 and 6.3 have been satisfied; (iii) certificates of good standing (or equivalent certificates) of DEI and Seller each issued as of the Registration Rights most recent practicable date available prior to the Closing Date by the Secretary of State (or equivalent Governmental Authority) of each such entity’s jurisdiction of organization; (iv) copies of the consents, authorizations, approvals, notices, filings and registrations obtained or made as contemplated by Section 3.4; (v) a properly completed and executed IRS Form W-9 from Seller; (vi) a payoff letter for any instrument of indebtedness secured by a Lien on the Interests from the obligees thereunder setting forth the amounts necessary to pay off all indebtedness under such instrument as of the Closing Date along with the per diem interest amount with respect thereto, and evidence of the payment of such amount and release of any Liens on the Interests associated therewith; (vii) customary release letters, termination statements and satisfactions, as applicable, in form and substance reasonably satisfactory to Buyer, evidencing the release of any and all Liens on the Interests; and (viii) each Ancillary Agreement to which DEI or Seller is a party, duly executed by DEI or Seller, as applicable. (b) Buyer will deliver, or cause to be delivered, the Companyfollowing to Seller: (i) the Assignment of Partnership Interests, duly executed by Xxxxx; (ii) the Estimated Purchase Price required by Section 2.1(b) of this Agreement; (iii) an officer’s certificate dated as of the Closing Date, certifying that, to the best of such officer’s knowledge, the conditions set forth in Sections 7.2 and 7.3 have been satisfied; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer good standing (or Chief Executive Officer (each as defined in the Exchange Actequivalent certificate) of the Company, dated Buyer issued as of the most recent practicable date available prior to the Closing DateDate by the Secretary of State (or equivalent Governmental Authority) of Buyer’s jurisdiction of organization; (v) copies of the consents, in which such officer shall certify that the conditions set forth in authorizations, approvals, notices, filings and registrations obtained or made as contemplated by Section 2.3(b) have been fulfilled4.4; and (vvi) each Ancillary Agreement to which BHE or Buyer is a certificate party, 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 therebyBHE or Buyer, 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 Dateapplicable. (bc) On The Parties acknowledge and agree that no amendments shall be required with respect to the Existing Partnership Agreement on or prior to Closing in connection with 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 PurchaserContemplated Transactions.

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, dated as of the initial Closing Date, in the form and substance to be agreed to by the parties; (iii) a principal amount 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 incorporation or formation as set forth of a date within twenty (20) days of the Closing Date; (iv) a certificate executed by the Secretary of the Company and dated as of the Closing Date, certifying the resolutions adopted by its board of directors (i) approving and authorizing the execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, (ii) certifying the current versions of its Amended and Restated Articles of Incorporation and By-laws, each as in effect at the Closing, and (iii) certifying as to the signatures and authority of persons signing this Agreement and the other Transaction Documents by the Company. The foregoing certificate shall only be required to be delivered on the signature page hereto equal first Closing Date, unless any information contained in the certificate has changed; (v) a certificate executed by the Secretary of each Subsidiary and dated as of the Closing Date, certifying the resolutions adopted by its board of directors (i) approving and authorizing the execution and delivery of the applicable Transaction Documents by the Subsidiary and the consummation by the Subsidiary of the transactions contemplated under such agreements, (ii) certifying the current versions of its Articles of Incorporation and By-laws, each as in effect at the Closing, and (iii) certifying as to each Purchaser’s Subscription Amountthe signatures and authority of persons signing the applicable Transaction Documents by the Subsidiary. The foregoing certificate shall only be required to be delivered on the first Closing Date, unless any information contained in the certificate has changed; (vi) a Note, duly executed on behalf of the Company, registered in the name of such Purchaser, in a principal amount equal to such Purchaser’s Subscription Amount (or such Note certificate may be delivered within five (5) Trading Days after the final Closing Date if agreed to by the Purchaser and the Company); (iiivii) a First Warrant, duly executed on behalf of the Company, registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock into which such Purchaser’s Notes are initially convertible (or such Warrant certificate may be delivered within five (5) Trading Days after the final Closing Date if agreed to by the Purchaser and the Company); (viii) a Second Warrant, duly executed on behalf of the Company, registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock into which such Purchaser’s Notes are initially convertible (or such Warrant certificate may be delivered within five (5) Trading Days after the final Closing Date if agreed to by the Purchaser and the Company); (ix) the Registration Rights Agreement duly executed by the Company; (ivx) a certificate Guaranty, duly executed on behalf of each Subsidiary of the Company; (xi) the Security Agreement, duly executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (and each as defined in the Exchange Act) Subsidiary of the Company; (xii) the Escrow Agreement duly executed by the Company, dated as the Escrow Agent and Gottbetter Capital Markets, LLC; (xiii) in accordance with the terms of the Closing DateSecurity Documents, in which such officer shall certify that appropriate financing statements on Form UCC-1 for the conditions set forth in Section 2.3(b) have been fulfilledCompany and each Subsidiary to be duly filed with the Secretary of State of Nevada, Secretary of State of California and Los Angeles County, CA; and (vxiv) 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 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 each Closing Date, each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following: (i) the Omnibus Signature Page to this Agreement duly executed by such Purchaser; (ii) to the Escrow Agent, such Purchaser’s Subscription AmountAmount by wire transfer, in same-day funds, to the account specified in the Escrow Agreement or by certified or bank check, in United States Dollars, in immediately available funds; (iii) completed and executed Accredited Investor Questionnaire duly Certification, Investor Profile and Anti-Money Laundering Information Form, in the form attached to this Agreement; (iv) an executed subordination agreement with Star Funding, Inc. in the form and substance satisfactory to Gottbetter Capital Markets, LLC and the Company, unless such requirement is waived by each Purchaserthe Company and Gottbetter Capital Markets, LLC; and (ivv) such other documents relating to the Registration Rights transactions contemplated by this Agreement duly executed by each Purchaseras the Company or its counsel may request.

Deliveries. (a) On or prior to the Closing Date, the Company The following shall deliver or cause to be delivered to each Purchaser New Entity by the followingCompany: (i) this Agreement Stock certificates or other applicable instruments evidencing full ownership of each of the Company Subsidiaries with transfer documents duly executed by the Companyexecuted; (ii) a Note with a principal amount as set forth on All existing books, records, papers and instruments of the signature page hereto equal Company of whatever nature and wherever located that relate to each Purchaser’s Subscription Amount, registered the Transferred Assets or which are required or necessary in order for New Entity to obtain title and control of the name of such PurchaserTransferred Assets; (iii) Copies of resolutions of the Registration Rights Board of Directors of the Company approving this Agreement and related transactions which resolutions shall be duly executed certified by the Secretary of the Company; (iv) a certificate executed on behalf Such other instruments of conveyance, assignment and transfer, in form and substance satisfactory to the parties, as may be necessary or effective to vest in New Entity title to the Transferred Assets including the assignment of Company by its Principal Executive Officer or Chief Executive Officer (each as defined Contracts which are included 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 fulfilledTransferred Assets; and (v) a certificate executed on behalf of Executed copies, to the Company by its Secretary’s certificate containing (i) copies of extent in 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's possession, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of Contracts which are included in 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 DateTransferred Assets. (b) On or prior to the Closing Date, each Purchaser The following shall deliver or cause to be delivered to the Company by the followingparty indicated: (i) this New Entity shall deliver: (A) Stock certificates duly executed for 4,900 shares of New Entity's Nonvoting Common Stock; (B) An Assumption Agreement duly executed by such Purchaser;the New Entity in the form attached hereto as Exhibit "B-2" pursuant to which New Entity shall unconditionally assume, and indemnify and hold the Company harmless from and against all Company Liabilities; and (C) Copies of resolutions of the Board of Directors of the New Entity approving this Agreement and related transactions which resolutions shall be duly certified by the Secretary of New Entity. (ii) such Purchaser’s Subscription AmountLenders shall deliver: (A) Notes and other obligations constituting the Satisfied Debt marked satisfied; (iiiB) Accredited Investor Questionnaire The Satisfaction duly executed by each Purchaserthe Lenders; and (ivC) Copies of resolutions of the Registration Rights Board of Directors or other governing body of any Lender which is an entity approving this Agreement and related transactions which resolutions shall be duly certified by the Secretary of such Lender. (c) The following shall be delivered to Lenders by the party indicated: (i) New Entity shall deliver stock certificates duly executed for 5,000 shares of New Entity's Series A Stock as set forth in Schedule 2.3 and 100 shares of New Entity's Voting Common Stock all as set forth in Schedule 2.3; and (ii) The Company shall deliver stock certificates duly executed for the Company Shares as set forth in Schedule 2.4. (d) Each of the parties may request the delivery by each Purchaseranother party of such other instruments, and documents as such party deems reasonably necessary to consummate the transaction. (e) All documents and instruments required hereunder to be delivered by a party to another party at the Closing shall be delivered in form and substance reasonably satisfactory to such party and their counsel.

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 of $1.00 for each Purchaser’s $0.90 of Subscription Amount, Amount paid by each Purchaser registered in the name of such Purchaser; (iii) 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; (iv) a certificate executed on behalf copy the Lockup Agreement signed by each of the Company by its holders of the Company’s securities identified on Schedule 2.2(a)(v); (v) a certificate of the 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 Association in effect on the Closing Date, and (B) the certificate evidencing the good standing existence of Company as of a day within five sixty (560) 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; Amount by wire transfer to the Company. Each Purchaser hereby acknowledges that the Previous Purchaser has certain rights that the Purchasers hereunder do not have, including without limitation the Previous Purchaser’s right to require that interest on the notes be paid in cash instead of shares if certain conditions are not met and the right to prevent subsequent investors from obtaining registration rights if certain milestones have not been attained. In addition, the Previous Purchaser has received a legal opinion from Company Counsel and a certificate of existence of the Company within five (iii5) Accredited Investor Questionnaire duly executed days of its closing date as opposed to sixty (60) days under this Agreement. These rights have been relinquished by each Purchaser; and (iv) Purchaser in order to reduce the Registration Rights Agreement duly executed by each PurchaserCompany’s expenses, to preserve cash and to limit the restrictions on the Company’s ability to obtain additional capital infusions.

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.