Common use of Organization, Good Standing and Qualification Clause in Contracts

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) therein and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by Xxxxx X. X’Xxxxxxx, Xx. MD (“X’Xxxxxxx”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “X’Xxxxxxx Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between X’Xxxxxxx and the Agent (as amended, modified and/or supplemented from time to time, the “X’Xxxxxxx IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ivix) the Registration Rights Restricted Account Agreement relating dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the Securities “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Royalty Agreement”), (vxii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D B hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) ), and (vixiv) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vixiv), collectively, the “Related Agreements”), to ; (2) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole and which exceed $250,000 (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Reaffirmation and Ratification Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Reaffirmation Agreement”) pursuant to which the Company reaffirms its obligations under, among other documents, instruments and agreements, (A) the Master Security Agreement dated as of October 28, 2004 by and between the Company and the Purchaser (as the same has been amended and restated as of the date hereof and as the same may be further amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (B) the Restricted Account Agreement dated as of October 28, 2004 among North Fork Bank, a New York banking corporation, the Company and the Purchaser, and (C) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of October 28, 2004 made by the Company in favor of the Purchaser (as the same has been amended and restated as of the date hereof and as the same may be further amended, modified or supplemented from time to time), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”); (vi) the Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time), (vii) the Transfer Order and Direction to Pay made by the Company in favor of the Purchaser, (viii) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by Neodesha Pipeline, Inc. (“Neodesha”) in favor of the Purchaser (as amended, modified or supplemented from time to time), (ix) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by Coal Creek in favor of the Purchaser (as amended, modified or supplemented from time to time), (x) the Stock Pledge Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time), (xi) the Guaranty dated as of the date hereof made by Neodesha in favor of the Purchaser (as amended, modified or supplemented from time to time), (xii) the Guaranty dated as of the date hereof made by Coal Creek in favor of the Purchaser (as amended, modified or supplemented from time to time), (xiii) the Master Security Agreement dated as of the date hereof by and among Neodesha, Coal Creek and the Purchaser (as amended, modified and/or supplemented from time to time, the “Guarantor Security Agreement”) and (vixiv) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vixii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”)Note, to issue and sell the Warrant and the Warrant Shares, ; and to (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and AirGATE is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company its jurisdiction of incorporation, and has the corporate power and authority (A) to own and operate its properties and assets, (B) to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Notes and the Five-Year Warrant to be issued in connection with this AgreementWarrants, (iii) the Security Agreement dated as of the even date hereof herewith between the Company Company, AirGATE and each Purchaser substantially in the Purchaserform of Exhibit F (as amended, modified or supplemented from time to time, the “Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the even date hereof herewith between the Company and each Purchaser substantially in the Purchaser form of Exhibit G (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Guaranty Agreement dated as of the even date hereof among herewith between the Company, the AirGATE and each Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto H (as amended, modified or supplemented from time to time, the “Escrow Guaranty Agreement”) ), and (vi) all other agreements related to this Agreement and the Note and referred to herein agreements, documents, certificates or instruments contemplated hereunder or delivered pursuant hereto (the preceding clauses (ii) through (viiii)-(vi), collectively, the “Related Agreements”), except as set forth on Schedule 3.1, to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Note Notes (the “Note Shares”), (C) except as set forth on Schedule 3.1, to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares,”), (D) to issue and sell the Tranche B Shares, and (E) to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. The Each of the Company and AirGATE is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which it conducts its business, except for those jurisdictions in which the failure to do be so qualified and authorized has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and AirGATE, taken individually and as a whole (a “Material Adverse Effect”).”

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this or reaffirm (as the case may be) (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant Warrants to be issued in connection with this Agreement, (iii) the Security Reaffirmation, Ratification and Amendment Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified, restated and/or supplemented from time to time, the “Reaffirmation Agreement”), respecting (among other things) (a) the Master Security Agreement dated as of June 30, 2006, between the Company, certain Subsidiaries of the Company and the Purchaser (as the same may have been and hereafter may be amended, modified, restated and/or supplemented from time to time, the “Master Security Agreement”), (b) the Stock Pledge Agreement dated as of June 30, 2006, among the Company, certain Subsidiaries of the Company and the Purchaser (as the same may have been and hereafter may be amended, modified, restated and/or or supplemented from time to time, the “Stock Pledge Agreement”), (c) the Intellectual Property Security Agreement dated as of June 30, 2006, among the Company, certain Subsidiaries of the Company and the Purchaser (as the same may have been and hereafter may be amended, modified, restated and/or or supplemented from time to time, the “IP Security Agreement”), and (d) the Subsidiary Guaranty dated as of June 30, 2006, made by certain Subsidiaries of the Company (as the same may have been and hereafter may be amended, modified, restated and/or supplemented from time to time, the “Subsidiary Guaranty”); (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or modified, restated and/or supplemented from time to time, the “Registration Rights Agreement”), ; (v) the Amended and Restated Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D E hereto (as amended, modified or modified, restated and/or supplemented from time to time, the “Escrow Agreement”) and ); (vi) the Warrants; (vii) the Restricted Account Agreement by and among the Purchaser, the Company and North Fork Bank, dated as of the date hereof (as amended, modified, restated and/or supplemented, the “Restricted Account Agreement”); (viii) the Restricted Account Side Letter by and among the Purchaser and the Company, dated as of the date hereof (as amended, modified restated and/or supplemented, the “Restricted Account Side Letter”); (ix) the letter agreement dated as of the date hereof between the Purchaser and the Company respecting the securities issueable pursuant to the Warrants (as amended, modified, restated and/or supplemented from time to time, the “Warrant Side Letter”; and (x) all other documents, instruments and agreements related entered into on or after the date hereof in connection with the transactions contemplated hereby and thereby, as executed by the applicable parties and thereafter amended, modified, restated and/or supplemented from time to this Agreement time (the documents, instruments and the Note and referred to herein (agreements referenced in the preceding clauses (ii) through (vixii) (including sub-clauses (iii)(a), (iii)(b), (iii)(c) and (iii)(d) thereof), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the “Note Shares”), to 3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or and prospects of the Company and its Subsidiaries, taken as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has the all requisite corporate power and authority and any government consents and approvals to (i) own and operate its properties and assets, to (ii) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant to be issued in connection with this Investor Rights Agreement, (iii) of even date herewith, substantially in the Security Agreement dated form attached hereto as of the date hereof between Exhibit C, by and among the Company and the Purchaser, other parties thereto (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Investor Rights Agreement”), (v) the Escrow Agreement dated as Right of the First Refusal and Co-Sale Agreement, of even date hereof among the Company, the Purchaser and the escrow agent referred to thereinherewith, substantially in the form of attached hereto as Exhibit D by and among the Company and the other parties thereto (the “Right of First Refusal and Co-Sale Agreement”), and the Voting Agreement, of even date herewith, substantially in the form attached hereto as Exhibit E by and among the Company and the other parties thereto (as amendedthe “Voting Agreement”, modified or supplemented from time to timetogether with the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the “Escrow Agreement”) and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “Related Series B Financing Agreements”), to (iii) issue and sell the Note Series B Preferred Shares and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Conversion Shares, and to (iv) carry out the provisions of this Agreement Agreement, the Series B Financing Agreements and the Related Agreements Charter and to (v) carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has would not had, or could not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the business, assets, liabilities, condition (financial condition, prospects or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”). For the purposes of this Agreement, the Company’s original Certificate of Incorporation filed with the Secretary of the State of Delaware on March 13, 2014 (the “Original Certificate”), as (i) amended on May 6, 2014 (in order to correct a misspelling), (ii) further amended on May 6, 2014, (iii) amended on October 14, 2015, (iv) amended on December 28, 2015 pursuant to an amendment which included the Certificate of Designation of Rights and Privileges of Class A Preferred Convertible Super Majority Voting Stock (the “Original Series A Certificate of Designation”), and (v) further amended on May 15, 2017 pursuant to an amendment which included the Series B Certificate of Designation (the amendments described in the foregoing clauses (i)-(v), collectively, the “Charter Amendments”, and the Original Certificate and the Amendments are together, collectively referred to herein as the “Charter”).

Organization, Good Standing and Qualification. The Company Each of the Purchasers is a corporation corporation, partnership, limited duration company or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company Each of the Purchasers has the corporate corporate, partnership, limited duration company or limited liability company, as the case may be, power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Term Notes and the Five-Year Warrant Warrants to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between among the Company and the Purchaser Purchasers (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (viv) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) ), and (viv) all other agreements related to this Agreement and the Term Note and referred to herein (the preceding clauses (ii) through (viiv), the Subsidiary Guaranty dated as of May 19, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), the Stock Pledge Agreement dated as of May 19, 2005 among the Company, certain Subsidiaries of the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), and the Subordination Agreement dated as of May 19, 2005 among the Purchasers and the subordinated creditors party thereto, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the Subordination Agreement”), collectively, the “Related Agreements”), to issue and sell purchase the Note Term Notes and the shares of Common Stock issuable upon conversion of the Note Term Notes (the “Note Shares”), to issue and sell purchase the Warrant Warrants and the Warrant Shares, and and, to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conductedAgreements. The Company Each of the Purchasers is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership, limited duration company or limited liability company, as the case may be, in all jurisdictions, except for those such Purchasers jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”)organization.

Organization, Good Standing and Qualification. The Each of the Company and the Subsidiary is a corporation duly organized, incorporated and validly existing and in good standing under the laws of Delawareits jurisdiction of incorporation. The Each of the Company and the Subsidiary has the corporate power and authority to own and operate its properties and assetsassets and carry on its respective business as presently conducted, except as would not have a Material Adverse Effect (as defined below), and to execute and deliver this deliver, as applicable, (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”)Purchaser, (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent Escrow Agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) therein and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock Ordinary Shares issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and the Subsidiary is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, or operations or prospects of the Company and it Subsidiary, taken as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, partnership or limited liability company, as the case may be, power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Term Notes and the Five-Year Warrant Warrants to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between among the Company and the Purchaser Purchasers (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (viv) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) ), and (viv) all other agreements related to this Agreement and the Term Note and referred to herein (the preceding clauses (ii) through (viiv), the Subsidiary Guaranty dated as of May 19, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), the Stock Pledge Agreement dated as of May 19, 2005 among the Company, certain Subsidiaries of the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), and the Subordination Agreement dated as of May 19, 2005 among the Purchasers and the subordinated creditors party thereto, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the Subordination Agreement”), collectively, the “Related Agreements”), to issue and sell the Note Term Notes and the shares of Common Stock issuable upon conversion of the Term Notes (other than the shares of Common Stock issuable upon conversion of the Term Note that will be issuable upon approval and adoption of the Share Increase Amendment), as defined below (the “Note Shares”), to issue and sell the Warrant Warrants and the Warrant SharesShares (other than the Warrant Shares that will be issuable upon approval and adoption of the Share Increase Amendment), and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”). Corgenix (UK) Ltd. owns no material assets in the United States.

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the power (corporate power and otherwise) and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Option and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (vias amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) all other agreements the Restricted Account Side Letter related to this the Restricted Account Agreement dated as of the date hereof between the Company and the Note and referred Purchaser (as amended, modified or supplemented from time to herein (time, the preceding clauses (ii) through (vi"Restricted Account Side Letter"), collectively(x) a Debenture, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion dated as of the Note (the “Note Shares”)date hereof, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is given by A.C. Technical Systems Ltd. in good standing as a foreign corporation in all jurisdictions, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects favour of the Company Purchaser, (xi) a “Material Adverse Effect”).Guaranty, dated as of the date hereof, given by Brent Swanick in favour of the Purchaser, (xii) a Share Pledge Agreexxxx, xxxxx xs of the date hereof, among A.C. Acquisition Corp., A.

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”") and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and the Subsidiary is a corporation duly organized, incorporated and validly existing and in good standing under the laws of Delawareits jurisdiction of incorporation. The Each of the Company and the Subsidiary has the corporate power and authority to own and operate its properties and assetsassets and carry on its respective business as presently conducted, except as would not have a Material Adverse Effect (as defined below), and to execute and deliver this deliver, as applicable, (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”)Purchaser, (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) therein and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock Ordinary Shares issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and the Subsidiary is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, or operations or prospects of the Company and it Subsidiary, taken as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”") and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate or limited liability company, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (viviii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries (other than any Inactive Subsidiary) is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (vi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vi), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities Option Shares dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Subordination Agreement dated as of Exhibit D hereto the date hereof among Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx and the Purchaser (as amended, modified or supplemented from time to time, the “Escrow "Subordination Agreement”") and (vixi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vixi), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”)Note, to issue and sell the Warrant Option and the Warrant Option Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and the PurchaserCompany, (iv) the Registration Rights Agreement relating to the Securities dated as certain Subsidiaries of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Master Security Agreement”), (viv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (viv) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viv), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the “Note Shares”), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Option and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (viii) the Deed of Trust, dated as of the date hereof, made by the Company (or a Subsidiary thereof) in favor of the Purchaser (as amended, modified or supplemented from time to time, the “Mortgage”), and all agreements and other documents related to the Mortgage, (ix) each Subordination Agreement dated as of the date hereof among the Purchaser and the respective subordinated creditors party thereto, and acknowledged and agreed to by the Company (each, as amended, modified or supplemented from time to time, a “Subordination Agreement” and collectively, the “Subordination Agreements”) and (vix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vix), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Option and the Option Shares and the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own and operate its properties and assets, to execute execute, deliver, enter into and deliver this (i) perform its obligations under this Agreement, (ii) the Convertible Note, the Two-Year Warrant and Additional Note, the Five-Year Warrant to be issued in connection with this AgreementWarrant, (iii) the Security Agreement dated as of the date hereof between the Company and the PurchaserPurchaser (the "SECURITY AGREEMENT"), (iv) the Registration Rights Agreement relating to the Securities Note Shares and Warrant Shares dated as of the date hereof between the Company and the Purchaser (as amendedthe "REGISTRATION RIGHTS AGREEMENT" and, modified or supplemented from time to timetogether with the Additional Note, the “Registration Rights Agreement”), (v) the Escrow Agreement dated as of the date hereof among the CompanyConvertible Note, the Purchaser Warrant, the Funds Escrow Agreement, the Disbursement Letter and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to timeSecurity Agreement, the “Escrow Agreement”"RELATED AGREEMENTS") and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “Related Agreements”)or therein, to issue and sell the Additional Note, the Convertible Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and Agreement, the Related Agreements and all other agreements referred to herein or therein and to perform all obligations of the Company hereunder and thereunder at the Closing, and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has would not had, or could not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the Company or its business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) therein and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Class A Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and its Pledged Subsidiaries (as defined below) is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization or incorporation. The Each of the Company and its Pledged Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Note to be issued in connection with this Agreement, (iii) the Grant Shares, (iv) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company party thereto from time to time and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (ivv) the Registration Rights Agreement relating to the Securities Grant Shares dated as of the date hereof between the Company CHIP and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (vvi) the Escrow Stock Pledge Agreement dated as of the date hereof among between the Company, certain subsidiaries of the Company party thereto from time to time and the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Stock Pledge Agreement”), (vii) the Subsidiary Guaranty dated as of the date hereof between Digital Angel Corporation (“DOC”) and (vi) all other agreements related certain subsidiaries of DOC party thereto from time to this Agreement time and the Note and referred Purchaser (as amended, modified and/or or supplemented from time to herein (the preceding clauses (ii) through (vi), collectivelytime, the “Related AgreementsSubsidiary Guaranty”), to issue and sell (viii) the Note Parent Guaranty dated as of the date hereof by the Company and the shares of Common Stock issuable upon conversion of the Note Purchaser (the “Note Shares”)as amended, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”).modified and/or or

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Note to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Registration Rights Agreement"), (v) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vvi) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the "Subsidiary Guaranty"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or and/or supplemented from time to time, the “"Escrow Agreement”") and (viviii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue ; and sell the Warrant and the Warrant Shares, and to (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial condition, properties or otherwise), properties, operations or prospects of the Company, taken individually, and/or the Company and its Subsidiaries, taken as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Such Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Such Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Notes to be issued in connection with this Agreement, (iii) the Security Agreement to be dated as of the date hereof between the Company and the PurchaserClosing Date among Companies, (iv) the Registration Rights Agreement relating to the Securities dated as all of the date hereof between Subsidiaries of Companies and Agent, in the Company form attached hereto as Exhibit B with any changes thereto as are approved by Companies and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the “Registration Rights Security Agreement”), (iv) the Pledge Agreement to be dated as of the Closing Date among Companies, certain Subsidiaries of Companies and Agent, in the form attached hereto as Exhibit C with any changes thereto as are approved by Companies and Agent (as amended, restated, modified and/or supplemented from time to time, the “Pledge Agreement”), (v) the Escrow Guaranty Agreement dated as of the date hereof Closing Date among all of the CompanySubsidiaries (other than Money4Gold Precious Metals, the Purchaser and the escrow agent referred to thereinInc.) of Companies (collectively, substantially “Guarantors”) in favor of Creditor Parties, in the form of attached hereto as Exhibit D hereto with any changes thereto as are approved by Companies and Agent (as amended, restated, modified or and/or supplemented from time to time, the “Escrow AgreementSubsidiary Guaranty”) and ), (vi) Account Control Agreements, in each case, dated as of the Closing Date, among Companies and the Subsidiaries of Companies, Agent and the applicable financial institution in the form attached hereto as Exhibit E with any changes thereto as are approved by Companies and Agent (as amended, restated, modified and/or supplemented from time to time, each, an “Account Control Agreement” and together, the “Account Control Agreements”), and (vii) all other documents, instruments, guarantees and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vivii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note Notes; and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of Companies and Subsidiaries of Companies, taken as a whole, (b) the legality, invalidity, enforceability, perfection or priority of the security interests and liens of Agent upon the Collateral (as defined in the Security Agreement) or (c) the ability of any Company and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement or the Related Agreements (a “Material Adverse Effect”). As used herein, the term “Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent (50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person. As used herein, the term “Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority (as defined below).

Organization, Good Standing and Qualification. The Each of the Company and the Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Each of the Company and the Subsidiary has the corporate power and authority to own and operate its properties and assets, to execute and deliver this deliver, as the case may be, (i) this Agreement, (ii) the Note, the Two-Year Warrant Notes and the Five-Year Warrant to be issued in connection with this AgreementWarrants, (iii) the Master Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Master Security Agreement”"), (viv) the Escrow Registration Rights Agreement dated as of the date hereof among between the Company, Company and the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow "Registration Rights Agreement”"), (v) and the Subsidiary Guaranty dated as of the date hereof made by the Subsidiary (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Loan Agreement dated as of the date hereof between The Company and the Purchaser and (vii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vivii), collectively, the “"Related Agreements”"), to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”)Shares , to issue and sell the Warrant Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and the Subsidiary is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and the Subsidiary, taken individually or as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as September 29, 2004between the Company, certain Subsidiaries of the date hereof between the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated September 29, 2004 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated September 29, 2004 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to thereintherein (the “Escrow Agent”), substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (viii) the Reaffirmation and Ratification Agreement dated as of the date hereof (as amended, modified or supplemented from time to time, the “Reaffirmation and Ratification Agreement Agreement”) and (viix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viix), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company Each of Patients and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company Each of Patients and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (a) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of January 30, 2006 between the date hereof between Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company Patients and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Agreement Subsidiary Guaranty dated as of January 30, 2006 made by Patients and certain Subsidiaries of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto Company (as amended, modified or and/or supplemented from time to time, the “Escrow AgreementSubsidiary Guaranty”) and ), (vi) the Stock Pledge Agreement dated as of the date hereof by and between Patients and the Purchaser (as amended, modified and/or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Intellectual Property Security Agreement dated as of January 30, 2006 made by Patients in favor of the Purchaser (as amended, modified and/or supplemented from time to time, the “Patients Intellectual Property Security Agreement”), (viii) the Intellectual Property Security Agreement dated as of January 30, 2006 made by the Company and certain Subsidiaries of the Company in favor of the Purchaser (as amended, modified and/or supplemented from time to time, the “Flagship Intellectual Property Security Agreement”), (ix) the Reaffirmation of the Master Security Agreement, Subsidiary Guaranty, Patients Intellectual Property Security Agreement and Flagship Intellectual Property Security Agreement, dated as of the date hereof, made by the Company and Patients and (x) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vi)x) together with the Reaffirmation of the Limited Guaranty Agreements dated as of January 30, 2006 made by Xxxx Xxxxx, Xxxx X. Xxxxx, III, Xxxx Xxxxxxx, Xxxxxxxxxxx Xxxxx and Xxxx Xxxxx in favor of the Purchaser, collectively, the “Related Agreements”); (b) issue and sell the Closing Shares, to (c) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (d) issue and sell the Warrant and the Warrant Shares, ; and to (e) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company Each of Patients and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Patients and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this the following to which it is a party (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company Company, its Subsidiaries and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Escrow Agreement Mortgage Deed and Security Agreement, Assignment of Rents and Leases dated as of the date hereof among between the Company, Company and the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow "Mortgage"), (vi) the Environmental Indemnity Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Environmental Indemnity Agreement”) ), and (vivii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vivii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Reaffirmation and Ratification Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Reaffirmation Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, restated, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, restated, modified and/or supplemented from time to time, the “Restricted Account Side Letter”) and (viviii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viviii), together with (w) that certain Master Security Agreement dated as of February 17, 2006 by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, restated, modified and/or supplemented from time to time, the “2006 Master Security Agreement”), (x) that certain Stock Pledge Agreement dated as of February 17, 2006 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, restated, modified and/or supplemented from time to time, the “2006 Stock Pledge Agreement”), and (y) that certain Guaranty dated as of February 17, 2006 made by certain Subsidiaries of the Company (as amended, restated, modified and/or supplemented from time to time, the “2006 Guaranty”), collectively, the “Related Agreements” and each, a “Related Agreement”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the “Note Shares”), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Such Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization or incorporation. The Such Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Notes to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company Companies and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the “Registration Rights Master Security Agreement”), (iv) the Stock Pledge Agreement dated as of the date hereof among the Companies and the Agent (as amended, restated, modified and/or supplemented from time to time, the “Stock Pledge Agreement”), (v) the Funds Escrow Agreement dated as of the date hereof among the CompanyCompanies, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D B hereto (as amended, restated, modified or and/or supplemented from time to time, the “Escrow Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof among the Companies and the Agent (as amended, restated, modified and/or supplemented from time to time, the “IP Security Agreement”) and (vivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vivii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note Notes; (3) issue the Closing Shares; and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to 4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Such Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. “Material Adverse Effect” means any change, effect, event or occurrence that has a material adverse effect on the assets, business, assetsfinancial condition or results of operations of either Company and its Subsidiaries, liabilitiestaken individually and as a whole; provided, condition (financial however, that no change, effect, event or otherwise), properties, operations occurrence to the extent arising or prospects resulting from any of the Company (following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be, a “Material Adverse Effect”).: (i) general business or economic conditions not specific or peculiar to any Company, (ii) acts of war or terrorism or natural disasters, (iii) catastrophic economic or significant regulatory or political conditions or changes, (iv) the announcement or performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (v) changes in any applicable accounting regulations or principles or the interpretations thereof, (vi) changes in laws, or (vii) changes in the price or trading volume of CHIP’s stock

Organization, Good Standing and Qualification. The Company is Companies are each a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company Each of the Companies has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Reaffirmation Agreement dated as of the date hereof between the Company Companies and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Reaffirmation Agreement”), (iv) the Amended and Restated Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company DRI and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (vivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vi), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note ; (the “Note Shares”), to 2) issue and sell the Warrant and the Warrant Shares, ; and to (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company Each of the Companies is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Companies, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the NotePreferred Stock Certificate of Designations (defined below) (iii) a certificate issued to Purchaser for 250,0000 shares of Preferred Stock, (iv) the Two-Year Warrant and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (ivvi) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”") and (viviii) all other agreements related to this Agreement and the Note Preferred Stock and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note Preferred Stock and the shares of Common Stock issuable upon conversion of the Note Preferred Stock (the “Note "Preferred Stock Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of incorporation. The Company has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and the PurchaserPurchaser substantially in the form of Exhibit F (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser substantially in the form of Exhibit E (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank substantially in the form of Exhibit D hereto G (as amended, modified or supplemented from time to time, the “Escrow "Restricted Account Agreement”"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated the date hereof by and between the Company and the Purchaser substantially in the form of Exhibit H (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (viii) the Subordination Agreement dated as of the date hereof, by and among Xxxxx Xxxx, Xxxxxxx Xxxxx, the Company and the Purchaser substantially in the form of Exhibit I (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (viix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viix), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Reaffirmation and Ratification Agreement and Amendment dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Reaffirmation Agreement"), pursuant to which the Company and certain Subsidiaries of the Company reaffirm that their obligations under (A) the Master Security Agreement dated as of March 10, 2005 between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"); (B) the Subsidiary Guaranty dated as of March 10, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), and (C) the Stock Pledge Agreement dated as of March 7, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"); (iv) the Amended and Restated Registration Rights Agreement relating to the Registrable Securities (as defined therein) dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vivii), collectively, the “"Related Agreements”") (the preceding clause (iii), together with each other security agreement, mortgage, cash collateral deposit letter, pledge, and other similar agreements that are executed by the Company or any of its Subsidiaries in favor of the Purchaser, collectively the "Security Documents"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”)Note, to issue and sell the Warrant and the Warrant Shares, Shares and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Such Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws Applicable Laws of Delawareits jurisdiction of organization. The For purposes of this Agreement, "Applicable Laws" means all present laws, statutes, regulations, treaties, judgments and decrees in relation to an entity, and all requirements, requests, official directives, consents, approvals, authorizations, guidelines, rules, orders and policies of any governmental or regulatory authority applicable to the entity in a jurisdiction in which (i) it is organized or incorporated, (ii) its assets are located, (iii) it conducts business, and/or (iv) its stock is traded, if applicable. Such Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company and the PurchaserCompanies, (iv) the Registration Rights Agreement relating to the Securities dated as certain Subsidiaries of the date hereof between the Company each Company, if any, and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights "Master Security Agreement”"), (iv) the Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by Carneros in favor of the Purchaser (as amended, modified and/or supplemented from time to time, the "Carneros Deed of Trust"), (v) the Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by Gotland in favor of the Purchaser (as amended, modified and/or supplemented from time to time, the "Gotland Deed of Trust", and collectively with the Carneros Deed of Trust, the "Deeds of Trust" and each a "Deed of Trust"), (vi) the Stock Pledge Agreement dated as of the date hereof between Holdings and the Purchaser (as amended, modified and/or supplemented from time to time, the "Holdings Stock Pledge Agreement"), (vii) the Stock Pledge Agreement dated as of the date hereof between Carneros and the Purchaser (as amended, modified and/or supplemented from time to time, the "Carneros Stock Pledge Agreement", and collectively with the Holdings Stock Pledge Agreement, the "Stock Pledge Agreements"), (viii) the Funds Escrow Agreement dated as of the date hereof among the CompanyCompanies, Pacific Energy Resources Ltd. ("Parent"), the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit EXHIBIT D hereto (as amended, modified or and/or supplemented from time to time, the “"Escrow Agreement”"), (ix) the Collateral Assignment dated as of the date hereof between Holdings and the Purchaser, (x) the Assignment of Overriding Royalty Interest dated as of the date hereof between Carneros and the Purchaser (as amended, modified and/or supplemented from time to time), (xi) the Assignment of Overriding Royalty Interest dated as of the date hereof between Gotland and the Purchaser (as amended, modified and/or supplemented from time to time), and (vixii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vixii), collectively, the “"Related Agreements”"), to ; (2) issue and sell the Note and Note; (3) in the shares case of Common Stock issuable upon conversion of the Note (the “Note Shares”)Carneros, to issue and sell the Carneros Warrant and the Carneros Warrant Shares; (4) in the case of Gotland, issue and to sell the Gotland Warrant and the Gotland Warrant Shares; and (5) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Such Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the such Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Registration Rights AgreementSubsidiary Guaranty”), (vvi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (vii) the form Restricted Account Agreement dated as of Exhibit D hereto (as amended, modified or supplemented from time to timethe date hereof among the Company, the Purchaser and North Fork Bank (the “Escrow Restricted Account Agreement”) and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Laurus Restricted Account Agreement dated as of Exhibit D hereto the date hereof among the Company, the Purchaser and North Fork Bank (including the side letter dated as of the date hereof and related thereto, the "Laurus Restricted Account Agreement"), (ix) the Reserve Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (the "Reserve Restricted Account Agreement"), (x) the Intercreditor and Collateral Agency Agreement dated as of the date hereof between the Purchaser and the Bridge Loan Creditors referred to therein, and acknowledged to by the Company, (xi) the Foreign Documentation (as amended, modified or supplemented from time to time, the “Escrow Agreement”defined below) and (vixii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vixii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Option and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (x) the mortgages and additional security documentation required to be entered into by the Company or any of its Subsidiaries pursuant to the terms of this Agreement and the other Related Agreements (as amended, modified or supplemented from time to time, collectively, the “Additional Security Documentation”), (xi) the Option, (xii) the Subordination Agreement dated as of the date hereof among the subordinated lenders party thereto and the Purchaser (as amended, modified or supplemented from time to time, the “Subordination Agreement”), and (vixiii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vixii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares and the Option and the Option Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant Shares to be issued in connection with this Agreement, (iii) the Security Reaffirmation and Ratification Agreement and Amendment dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Reaffirmation Agreement"), pursuant to which the Company and certain Subsidiaries of the Company reaffirm that their obligations under (A) the Master Security Agreement dated as of March 10, 2005 between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"); (B) the Subsidiary Guaranty dated as of March 10, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), and (C) the Stock Pledge Agreement dated as of March 7, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"); (iv) the Amended and Restated Registration Rights Agreement relating to the Registrable Securities (as defined therein) dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”) "), and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of the Subsidiaries (as defined below) has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company Company, certain of the Subsidiaries and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Subsidiary Guaranty dated as of the date hereof made by certain of the Subsidiaries (as amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain of the Subsidiaries and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”), and (vii) the Funds escrow agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (viviii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of the Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and the Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company Each of the Company, Iview and Iview Parent, and each of their respective Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company Each of the Company, Iview, Iview Parent, and each of their respective Subsidiaries has the power (corporate power and otherwise) and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Company Note, the Two-Year Warrant Iview Note, the Iview Option and the Five-Year Warrant to be issued in connection with this AgreementCompany Warrant, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Agreement dated as of the date hereof among the Company, Iview, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D E hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (iv) the Amended and Restated Guaranty dated the date hereof executed by the Company, Iview, Cancable Holding Corp., (“Cancable Holding”), Cancable, Inc., Cancable Inc., Creative Vistas Acquisition Corp. (“Creative Vistas Acquisition”), A.C. Technical Systems Ltd. (“A.C. Ltd.”) and Iview Parent in favour of the Purchaser, (the “Amended and Restated Guaranty”), (the Company, Cancable Holding, Cancable, Inc., Cancable Inc., Creative Vistas Acquisition, A.C. Ltd., Iview Parent and Iview (collectively, the “Loan Parties”), (v) the Joinder and Confirmation of Security dated the date hereof granted by the Loan Parties in favour of the Purchaser (the “2006 Joinder”), (vi) the Amended and Restated Guaranty dated as of the date hereof granted by Bxxxx X. Xxxxxxx (“Sxxxxxx”) in favour of the Purchaser (the “Sxxxxxx Amended and Restated Guaranty”), (vii) the Joinder and Confirmation of Security dated the date hereof granted by Sxxxxxx in favour of Purchaser (the “Sxxxxxx Joinder”), (viii) all other agreements related to this Agreement Agreement, the Company Note and the Iview Note and referred to herein (the preceding clauses (ii) through (viviii), and (ix) the Master Security Agreement dated as of September 30, 2004 granted by the Company, A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the Joinder and Confirmation of Security dated as of December 31, 2005 between Cancable Holding, Iview, Cancable Inc., Cancable, Inc., Company, Creative Vistas Acquisition, A.C. Ltd. and Sxxxxxx (the “2005 Joinder”) in favour of the Purchaser, (x) the Subsidiary Guaranty dated as of September 30, 2004 granted by A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc. and Cancable, Inc. (pursuant to the 2005 Joinder) in favour of the Purchaser, (xi) the Guaranty dated as of September 30, 2004 granted by Sxxxxxx in favour of the Purchaser, (xii) the Share Pledge Agreement dated as of September 30, 2004 granted by A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the 2005 Joinder) in favour of the Purchaser, (xiii) the Share Pledge Agreement dated as of September 30, 2004 granted by Company and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the 2005 Joinder) in favour the Purchaser, (xiv) the Debenture dated as of September 30, 2004 granted by A.C. Ltd. in favour of the Purchaser; (xv) the Securities Purchase Agreement dated as of December 31, 2005 between Cancable Inc., Cancable Holding and the Purchaser, (xvi) the Guaranty dated as of December 31, 2005 granted by Company, Cancable Holding, Cancable, Inc., Creative Vistas Acquisition, A.C. Ltd. and Iview in favour of the Purchaser, (xvii) the Master Security Agreement dated as of December 31, 2005 granted by Company, Iview, Cancable Inc., Cancable, Inc., Cancable Holding, A.C. Ltd. and Creative Vistas Acquisition in favour of the Purchaser (the “2005 Master Security Agreement”), (xviii) the Pledge Agreement dated as of December 31, 2005 granted by Company, Creative Vistas Acquisition Corp., Cancable Inc. and Cancable Holding in favour of the Purchaser (the “2005 Stock Pledge Agreement”); and (xiv) the 2005 Joinder, and (xx) the Debenture dated as of December 31, 2005 granted by A.C. Ltd. in favour of the Purchaser, collectively, the “Related Agreements”), to issue and sell the Company Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”)Iview Note, to issue and sell the Iview Option and the Company Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company Each of the Company, Iview and Iview Parent, and each of their respective Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Company, Iview and Iview Parent, and their respective Subsidiaries, taken as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and its Subsidiaries and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Stock Pledge Agreement dated as of the date hereof between the Company, the Company’s Subsidiaries and the Purchaser (as amended, modified and/or supplemented from time to time, the “Stock Pledge Agreement”), (v) the Stock Pledge Agreement dated as of the date hereof between Accentia Biopharmaceuticals, Inc., a Florida corporation (“Accentia”) and the Purchaser (as amended, modified and/or supplemented from time to time, the “Accentia Pledge Agreement”), (vi) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (vvii) the Guaranty dated as of the date hereof made by Accentia for the benefit of the Purchaser (as amended, modified and/or supplemented from time to time, the “Parent Guaranty”), (viii) the Subsidiary Guaranty dated as of the date hereof made by the Subsidiaries of the Company for the benefit of the Purchaser (as amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), (ix) the Subordination Agreement dated as of the date hereof between the Parent, the Company and the Purchaser in form and substance reasonably satisfactory to the Purchaser (as amended, modified and/or supplemented from time to time, the “Subordination Agreement”) in respect of all obligations owing by the Company to the Parent, now or in the future (the “Subordinated Obligations” and, together with all documentation related thereto, including without limitation, all related security documentation, the “Subordinated Debt Documentation”), (x) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (xi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Escrow Restricted Account Agreement”), (xii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”) and (vixiii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vixii), collectively, the “Related Agreements”) (the preceding clauses (iii), to (iv), (v), (vii) and (viii), together with each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Purchaser, collectively, the “Security Documents”); (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the “Note Shares”), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership, limited liability company or other form of business entity, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this to the extent it is a party thereto (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”") and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company or other form of business entity, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial condition, properties or otherwise), properties, operations or prospects of the Company and its Subsidiaries party to this Agreement or any Related Agreement, taken as a whole (a “"Material Adverse Effect”"). Notwithstanding the foregoing, the following events, changes, conditions or effects shall not be deemed to have a "Material Adverse Effect:" (i) any event, change, condition or effect that occurred generally in the industries in which the Company or its Subsidiaries operate; (ii) changes in events, conditions or effects in connection with general economic, political or regulatory conditions; (iii) the outbreak or escalation of hostilities, diseases or terrorist activities; or (iv) a failure, absent fraud or willful misconduct, to meet internal projections or forecasts.

Organization, Good Standing and Qualification. The Each of the Parent, --------------------------------------------- Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Parent, the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company and Company, the PurchaserParent, (iv) the Registration Rights Agreement relating to the Securities dated as certain Subsidiaries of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Master Security Agreement"), (iv) the two Restricted Account Agreements dated as of the date hereof among North Fork Bank, a New York banking corporation, the Company and the Purchaser, (v) the Mortgage, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (vi) the Parent Warrant to purchase the Parent Warrant Shares, (vii) the Registration Rights Agreement relating to the Parent Warrant dated as of the date hereof between the Parent and the Purchaser (as amended, modified and/or supplemented from time to time, the "Registration Rights Agreement"), (viii) the Guaranty dated as of the date hereof made by the Parent in favor of the Purchaser (as amended, modified and/or supplemented from time to time, the "Parent Guaranty"), (ix) the Guaranty Agreement dated as of date hereof made by Xxxxxxxxxx Xxxxxx in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (x) the Stock Pledge Agreement dated as of the date hereof between the Parent and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vxi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D E hereto (as amended, modified or and/or supplemented from time to time, the “"Escrow Agreement”") and (vixii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vixii), collectively, the “"Related Agreements”"), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the “Note Shares”), to 3) issue and sell the Warrant, the Parent Warrant, the Warrant Shares and the Parent Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Parent, the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Parent, the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing (for jurisdictions in which such concept is applicable) under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets in the manner currently owned and operated and, insofar as it is or shall be a party thereto, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (iv) the Mortgage, Assignment of Rents and Leases and Fixture Filing dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the “Mortgage”), (v) the Intercreditor Agreement dated as of the date hereof by and among Republic Bank and the Purchaser, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the “Intercreditor Agreement”), (vi) the Escrow Agreement dated as of the date hereof among by and among, the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto party thereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (vivii) all other documents, instruments and agreements related to this Agreement entered into by the parties hereto in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vivii), collectively, the “Related Agreements”). Subject to the approval of any applicable regulatory agency or authority, the Company has the corporate power and authority to (a) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (b) issue and sell the Warrant and the Warrant Shares, ; and to (c) carry out the provisions of this Agreement and the Related Agreements Agreements. Each of the Company and to carry on its business as presently conducted. The Company Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and such Subsidiaries, taken as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Guaranty dated as of the date hereof made by the Company and certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) therein and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company --------------------------------------------- and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (a) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Note to be issued in connection with this Agreement, (iii) the Security Reaffirmation and Ratification Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the "Reaffirmation Agreement") pursuant to which the Company and certain Subsidiaries of the Company reaffirm their obligations under (A) the Master Security Agreement dated as of June 30, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Master Security Agreement"), (B) the Subsidiary Guaranty dated as of June 30, 2005 made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the "Subsidiary Guaranty") and (C) the Stock Pledge Agreement dated as of June 30, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Stock Pledge Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof June 30, 2005 between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “"Registration Rights Agreement”") relating to any and all notes, options, warrants and other securities delivered to the Purchaser by the Company and/or its Subsidiaries pursuant to that certain Securities Purchase Agreement dated as of June 30, 2005 by and between the Company and the Purchaser (collectively, the "June 2005 Securities"), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or and/or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company in favor of the Purchaser and (viix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vi)ix) including subclauses (A) through (C) in clause (iii) above, collectively, the “"Related Agreements”"), to ; (b) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to c) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, and to execute and deliver this deliver, to the extent a party thereto, (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in and (ix) the form Intercompany Subordination Agreement dated as of Exhibit D hereto the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Escrow "Intercompany Subordination Agreement”") and (viix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viix), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary (as defined below) is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary) has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Notes and the Five-Year Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “IP Security Agreement”), (ivv) the Restricted Account Agreement dated as the date hereof among the Company, North Fork Bank and the Purchaser (as amended, modified and/or supplemented from time to time, the “CR Security Agreement”), (vi) the Depositary Account Control Agreement dated as of the date hereof among the Company, the Purchaser and Bank of America, N.A. (as amended, modified and/or supplemented from time to time, the “Control Agreement”), (vii) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (vviii) the Subsidiary Guaranty (as defined in Section 6.12(b) hereto), (ix) the Stock Pledge Agreement (as defined in Section 6.12 (b) hereto), (x) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (vixi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vixi), collectively, the “Related Agreements”), to ; (2) issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Convertible Note (the “Note Shares”), to ; (3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”). Notwithstanding anything contained herein to the contrary, the Purchaser acknowledges, based upon the representations and warranties made by the Company and its Subsidiaries under Section 4.2, that the Subsidiaries of the Company set forth on Schedule 4.1 hereto (each an “Inactive Subsidiary” and collectively, the “Inactive Subsidiaries”) have either dissolved, failed to commence or suspended operations and/or filed for their corporate charters to be revoked and such occurrences shall not constitute a breach under this Agreement or any Related Agreement.

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), , (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (viii) the Subordination Agreement dated as of the date hereof between the subordinated lender party thereto and the Purchaser (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (viix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viix), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delawarethe Commonwealth of Pennsylvania. The Each of the Company and its Subsidiaries, as applicable, has the corporate or limited liability company power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Notes and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement relating to the Notes, dated as of the date hereof between hereof, by and among the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, restated, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities Securities, dated as of the date hereof, between the Company and the Purchaser (the “Registration Rights Agreement”), (v) the Subsidiary Guaranty made by certain Subsidiaries of the Company, dated as of the date hereof between (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Pledge Agreement, dated as of the date hereof, by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Stock Pledge Agreement”), (vvii) the Escrow Agreement dated as of the date hereof among the CompanyAgreement, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (viviii) all other agreements expressly referred to herein and expressly related to this Agreement and (as each of the Note and referred to herein (the preceding foregoing clauses (ii) through (viviii), inclusive, may be amended, restated, modified and/or supplemented from time to time, collectively, the “Related Agreements”), to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Convertible Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has would be reasonably expected not had, or could not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the businessCompany, its Subsidiaries or their assets, liabilities, condition (financial or otherwise), propertiesbusiness or results of operations, operations or prospects of the Company taken as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and the PurchaserCompany, (iv) the Registration Rights Agreement relating to the Securities dated as certain Subsidiaries of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Master Security Agreement”"), (iv) the EPXR Registration Rights Agreement relating to the Securities dated as of the date hereof between EPXR and the Purchaser, (v) the VOXX Registration Rights Agreement relating to the Securities dated as of the date hereof between VOXX and the Purchaser, (vi) the Guaranty dated as of the date hereof made by the Company and certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Guaranty"), (vii) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (viii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (ix) the form Intercreditor and Collateral Agency Agreement dated as of Exhibit D hereto the date hereof between the Purchaser and and the Sands Creditors referred to therein, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the “Escrow "Intercreditor Agreement”"), (x) the Foreign Documentation (as defined below) and (vixi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vixi), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Option and the Option Shares, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this the following agreements to which it is a party: (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of June 30, 2004 between the date hereof between Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Subsidiary Guaranty dated as of June 30, 2004 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of June 30, 2004 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially (viii) the Subordination Agreement dated as of June 30, 2004 among certain affiliates and/or investors in the form of Exhibit D hereto Company and its Subsidiaries and the Purchaser, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the “Escrow "Subordination Agreement”"), (ix) the Reaffirmation and Ratification Agreement, dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Reaffirmation Agreement") and (vix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vix), collectively, the “"Related Agreements”"), to (A) to, in the case of the Company only, issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to (B) to, in the case of the Company only, issue and sell the Warrant Option and the Warrant Option Shares, and (C) in all other cases, to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Such Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Such Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (a) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Notes and the Five-Year Warrant Warrants to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company Companies, certain Subsidiaries of the Companies, if any, the Purchasers and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser Agent (as amended, modified or and/or supplemented from time to time, the “Master Security Agreement”), (iv) each Registration Rights AgreementAgreement relating to the Securities issued in connection with the TNEC Warrants dated as of the date hereof among TNEC and the applicable Purchaser (as amended, modified and/or supplemented from time to time, the “TNEC Registration Rights Agreements”), (v) each Registration Rights Agreement relating to the Securities issued in connection with the ICF Warrants dated as of the date hereof among ICF and the applicable Purchaser (as amended, modified and/or supplemented from time to time, the “ICF Registration Rights Agreements” and together with the TNEC Registration Rights Agreements, the “Registration Rights Agreements”), (vi) each Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by ICF in favor of the Agent for the ratable benefit of the Purchasers (each, as amended, modified and/or supplemented from time to time, a “Deed of Trust”, and collectively, “Deeds of Trust”) concerning (A) twelve (12) non-producing oil and gas leases located in the Xxxx Inlet Area of the Kenai Peninsula Borough of Alaska and in the Beaufort Sea Area of the North Slope Borough (the “Alaska Property”), (B) twelve (12) non-producing oil and gas leases covering federal lands located in Xxxxxx County, Colorado and issued by the Bureau of Land Management on behalf of the United States (the “Colorado Property”) and (C) those oil, gas and mineral leases compromising the Devon Fee Gas Unit and the X’Xxxxx Gas Unit located in Brazoria County, Texas (the “Texas Property”) (vii) the Stock Pledge Agreement dated as of the date hereof between TNEC and the Agent (as amended, modified and/or supplemented from time to time, the “Stock Pledge Agreement”), (viii) the Funds Escrow Agreement dated as of the date hereof among the CompanyCompanies, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”), (ix) the Collateral Assignment in favor of the Agent for the ratable benefit of the Purchasers of that certain Purchase and Sale Agreement by and between Prime Natural Resources, Inc. and ICF with a limited appearance by TNEC (the “Acquisition Agreement”) dated as of August 31, 2007 among Prime Natural Resources, Inc., TNEC and ICF (as amended modified and/or supplemented from time to time, the “Collateral Assignment” and collectively with the Master Security Agreement, the Stock Pledge Agreement, each Deed of Trust and each other security agreement, deed of trust and/or mortgage from time to time entered into by either Company and/or any of their Subsidiaries or in favor of the Agent for the ratable benefit of the Purchasers, the “Security Documents” and each a “Security Document”), (x) each Assignment of Overriding Royalty Interest dated as of the date hereof between ICF and the applicable Purchaser (as amended, modified and/or supplemented from time to time the, “Assignments of Overriding Royalty Interest”), and (vixi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vixi), collectively, the “Related Agreements”), to ; (b) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Notes; (the “Note Shares”), to c) issue and sell the Warrant Warrants and the Warrant Shares, Shares and to (d) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Such Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the such Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this AgreementWarrant, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the åMaster Security Agreementæ), (iv) the Registration Rights Agreement relating to the Securities Warrant Shares and Note Shares (as hereinafter defined) dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration åRegistration Rights Agreement”Agreementæ), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”åEscrow Agreementæ), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and agreed upon bank (as amended, modified or supplemented from time to time, the åRestricted Account Agreementæ), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the åRestricted Account Side Letteræ) and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vivii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver the Master Security Agreement, and to carry out the provisions of any Related Agreement such Subsidiary is a party to, and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material åMaterial Adverse Effect”Effectæ).

Organization, Good Standing and Qualification. The Each of the Company --------------------------------------------- and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (a) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D E hereto (as amended, modified or and/or supplemented from time to time, the “"Escrow Agreement”"), (viii) each mortgage dated as of the date hereof made by the Company in favor of the Purchaser and (viix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viix), collectively, the “"Related Agreements”"), to ; (b) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to ; (c) issue and sell the Warrant and the Warrant Shares, ; (d) issue and to sell the Option and the Option Shares; and (e) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Note to be issued in connection with this Agreement, (iii) the Security Reaffirmation and Ratification Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights "Reaffirmation Agreement”"), pursuant to which the Company reaffirms its obligations under that certain Master Security Agreement, dated as of June 29, 2005, by and between the Company and the Purchaser (vas amended, modified and/or supplemented from time to time, the "Master Security Agreement") (iv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or and/or supplemented from time to time, the “"Escrow Agreement”) "), and (viv) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viv), collectively, the “"Related Agreements”"), to ; (2) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The (a) Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Agreement dated as Each of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as each of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken as a whole (a “"Material Adverse Effect”"). (b) Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified and/or supplemented from time to time, the "Escrow Agreement") and (viii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (viii), collectively, the "Related Agreements"); and (2) carry out the provisions of this Agreement and each Related Agreement it is a party to and to carry on its business as presently conducted. The Company has the corporate power and authority to (1) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"); and (2) issue and sell the Warrant and the Warrant Shares.

Organization, Good Standing and Qualification. The Company Each of the Purchasers is a corporation corporation, partnership, limited duration company or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company Each of the Purchasers has the corporate corporate, partnership, limited duration company or limited liability company, as the case may be, power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Term Notes and the Five-Year Warrant Warrants to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between among the Company and the Purchaser Purchasers (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (iv) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (v) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (vi) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (vii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchasers and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (viii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof among the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (ix) the Subordination Agreement dated as of the date hereof among the Purchasers and the subordinated creditors party thereto, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the Subordination Agreement”) and (vix) all other agreements related to this Agreement and the Term Note and referred to herein (the preceding clauses (ii) through (viix), collectively, the “Related Agreements”), to issue and sell purchase the Note Term Notes and the shares of Common Stock issuable upon conversion of the Note Term Notes (the “Note Shares”), to issue and sell purchase the Warrant Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conductedAgreements. The Company Each of the Purchasers is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership, limited duration company or limited liability company, as the case may be, in all jurisdictions, except for those such Purchasers jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”)organization.

Organization, Good Standing and Qualification. The Except as set forth in Schedule 4.1, each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Share Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Share Pledge Agreement”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (viii) the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of the date hereof made by Debas Chocolate Inc. in favor of Purchaser (as amended, modified or supplemented from time to time, the “Deed of Trust”) and (vix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vix), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Grant of Assignment in Patents and Trademarks dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "IP Assignment"); (viii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “"Escrow Agreement”"); (ix) the Mortgage, Assignment of Leases, Rents, Income and Profits, Security Agreement and Fixture Filing dated as of the date hereof among the Company and the Purchaser, substantially in the form of Exhibit E hereto (vias amended, modified and/or supplemented from time to time, the "Mortgage")and (x) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vix), collectively, the “"Related Agreements”"), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”).;

Organization, Good Standing and Qualification. The Company Each of the Parent and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company Each of the Parent and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company Parent, certain Subsidiaries of the Parent and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company Parent and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Parent (as amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Parent, certain Subsidiaries of the Parent and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Funds Escrow Agreement dated as of the date hereof among the CompanyParent, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”), (viii) the X’Xxxxxxx Stock Pledge Agreement dated as of the date hereof among the Parent, X’Xxxxxxx Trust and the Purchaser (as amended, modified and/or or supplemented from time to time, the “X’Xxxxxxx Stock Pledge Agreement”), (ix) the McKesson Subordination Agreement dated as of the date hereof among the Parent, McKesson and the Purchaser, substantially in form and substance satisfactory to the Purchaser (as amended, modified and/or supplemented from time to time, the “McKesson Subordination Agreement”), (x) the Note Pledge Agreement dated as of the date hereof among the Parent and the Purchaser, substantially in form and substance satisfactory to the Purchaser (as amended, modified and/or supplemented from time to time, the “Note Pledge Agreement”), and (vixi) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vix), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company Each of the Parent and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Parent and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and AirGATE is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company its jurisdiction of incorporation, and has the corporate power and authority (A) to own and operate its properties and assets, (B) to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Notes and the Five-Year Warrant to be issued in connection with this AgreementWarrants, (iii) the Security Agreement dated as of the even date hereof herewith between the Company Company, AirGATE and each Purchaser substantially in the Purchaserform of Exhibit F (as amended, modified or supplemented from time to time, the "Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the even date hereof herewith between the Company and each Purchaser substantially in the Purchaser form of Exhibit G (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Escrow Guaranty Agreement dated as of the even date hereof among herewith between the Company, the AirGATE and each Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto H (as amended, modified or supplemented from time to time, the “Escrow "Guaranty Agreement”) "), and (vi) all other agreements related to this Agreement and the Note and referred to herein agreements, documents, certificates or instruments contemplated hereunder or delivered pursuant hereto (the preceding clauses (ii) through (viiii)-(vi), collectively, the “"Related Agreements”"), except as set forth on Schedule 3.1, to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Note Notes (the “"Note Shares”"), (C) except as set forth on Schedule 3.1, to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares,"), (D) to issue and sell the Tranche B Shares, and (E) to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. The Each of the Company and AirGATE is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which it conducts its business, except for those jurisdictions in which the failure to do be so qualified and authorized has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and AirGATE, taken individually and as a whole (a “"Material Adverse Effect”")."

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, . The Company has the corporate power and authority to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities Warrant dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Grant of Security Interests in Patents and Trademarks dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “IP Grant”), (viii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto therein (as amended, modified or supplemented from time to time, the “Funds Escrow Agreement”) and (viix) all other agreements related to this Agreement and the Note Securities and referred to herein (the preceding clauses (ii) through (viix), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”)Note, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Restricted Account Agreement dated as of Exhibit D hereto the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Escrow "Restricted Account Agreement”"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (x) those certain agreements related to the lockbox and clearing account arrangements maintained by the Company and its Subsidiaries at Commerce Bank for the benefit of the Purchaser (as amended, modified or supplemented from time to time, the "Clearing Account Agreements"), (xi) the Subordination Agreement dated as of the date hereof among Derek K. Nguyen and Khanh D. Xxxxxx xxx xxe Purxxxxxx (xx xxxxded, modified or supplemented from time to time, the "Subordination Agreement") and (vixii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vixii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, . The Company has the corporate power and authority to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Notes and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Reaffirmation and Ratification Agreement dated as of the date hereof between the Company, certain subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Reaffirmation Agreement"), (iv) the Registration Rights Agreement relating to the Securities Convertible Note and the Warrant dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto therein (as amended, modified or supplemented from time to time, the “"Funds Escrow Agreement”") and (vi) all other agreements related to this Agreement and the Note Securities and referred to herein (the preceding clauses (ii) through (vi), together with (a) that certain Master Security Agreement, dated as of May 13, 2004 by and among the Company, certain subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "2004 Master Security Agreement"), (b) that certain Stock Pledge Agreement, dated as of February 6, 2006, by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "2006 Stock Pledge Agreement", (c) that certain Subsidiary Guarantee, dated as of February 6, 2006, made by certain subsidiaries of the Company to the Purchaser (as amended, modified or supplemented from time to time, the "2006 Subsidiary Guarantee") and (d) that certain Security Agreement, dated as of February 6, 2006, by and among the Company, certain subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "2006 Security Agreement"), collectively, the “"Related Agreements”"), to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Convertible Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation,, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to (a) own and operate its properties and assets, (b) to execute and deliver this (to the extent it is a party thereto) (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Stock Pledge Agreement”), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) therein and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”), ) and (c) to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. The Company has the corporate power and authority to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, . Each of the Company and to carry out the provisions each of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as Purchaser and between certain Subsidiaries of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Security Agreement”"), (viv) the Escrow Agreement Subsidiary Guaranty dated as of the date hereof among made by certain Subsidiaries of the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto Company (as amended, modified or supplemented from time to time, the “Escrow "Subsidiary Guaranty"), (v) the Stock Pledge Agreement”) , dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to thereintherein (the “Escrow Agent”), substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company --------------------------------------------- and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (a) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Note to be issued in connection with this Agreement, (iii) the Security Reaffirmation and Ratification Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the "Reaffirmation Agreement") pursuant to which the Company and certain Subsidiaries of the Company reaffirm their obligations under (A) the Master Security Agreement dated as of June 30, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Master Security Agreement"), (B) the Subsidiary Guaranty dated as of June 30, 2005 made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the "Subsidiary Guaranty"); (C) the Stock Pledge Agreement dated as of June 30, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the "Stock Pledge Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof June 30, 2005 between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “"Registration Rights Agreement”") relating to any and all notes, options, warrants and other securities delivered to the Purchaser by the Company and/or its Subsidiaries pursuant to that certain Securities Purchase Agreement dated as of June 30, 2005 by and between the Company and the Purchaser (collectively, the "June 2005 Securities"); (v) the Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production effective as of April 26, 2006 made by the Company in favor of the Purchaser (as amended, modified and/or supplemented from time to time); the April 26, 2006 Gulf Coast Oil Corporation ("Gulf Coast") Secured Term Note and Common Stock Purchase Warrant; and the June 30, 2006, Gulf Coast Secured Term Note, (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or and/or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Amended Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated on or about the date hereof made by the Company in favor of the Purchaser and (viix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vi)ix) including subclauses (A) through (C) in clause (iii) above, collectively, the “"Related Agreements”"), to ; (b) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to c) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and its Subsidiary is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and it Subsidiary has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company Company, the Subsidiary and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”) and "), (vix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vix), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and the Subsidiary is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company its respective jurisdiction of organization and has the all requisite corporate or similar power and authority to own and operate its material properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements assets and to carry on its business as presently conducted. The Company is duly qualified conducted in all material respects and is authorized qualified to do business and is in good standing as a foreign corporation in all jurisdictionseach jurisdiction where the ownership or operation of its properties or conduct of its business requires such qualification, except for those jurisdictions in which where the failure to do be so has qualified as a foreign corporation or be in good standing would not had, or could not be reasonably be expected likely to have, either individually or in the aggregate, a material adverse effect on Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the business, assets, liabilities, condition Company's and its Subsidiaries' certificate of incorporation and by-laws (financial or otherwisecomparable governing instruments), properties, operations as amended to date. The Company's and its Subsidiaries' certificate of incorporation and by-laws (or prospects comparable governing instruments) so delivered are in full force and effect. Section 5.1(a) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all of the Subsidiaries of the Company, the jurisdictions under which such Subsidiaries were incorporated, the percent of the equity interest therein owned by the Company and each Subsidiary of the Company, as applicable and specifies each Subsidiary that is (i) a “Material Adverse Effect”"public utility company", a "holding company", a "subsidiary company", an "affiliate" of any public-utility company, an "exempt wholesale generator" or a "foreign utility company" within the meaning of Section 2(a)(5), 2(a)(7), 2(a)(8), 2(a)(11), 32(a)(1) or 33(a)(3) of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), respectively, (ii) a "public utility" within the meaning of Section 201(e) of the Federal Power Act (the "Power Act") or (iii) a "qualifying facility" within the meaning of the Public Utility Regulatory Policies Act of 1978, as amended ("PURPA"), or that owns such a qualifying facility.

Organization, Good Standing and Qualification. The Each of the Company and its Pledged Subsidiaries (as defined below) is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization or incorporation. The Each of the Company and its Pledged Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Stock Pledge Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”), (vi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (vivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vivii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the “Note Shares”), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. "Material Adverse Effect" means any change, effect, event or occurrence that has a material adverse effect on the assets, business, assetsfinancial condition, liabilities, condition (financial or otherwise), properties, results of operations or prospects of the Company (and its Pledged Subsidiaries taken individually and as a “whole; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be, a Material Adverse Effect”): (i) general business or economic conditions not specific or peculiar to the Company, (ii) acts of war or terrorism or natural disasters, (iii) catastrophic economic or significant regulatory or political conditions or changes, (iv) the announcement or performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (v) changes in any applicable accounting regulations or principles or the interpretations thereof, (vi) changes in laws, or (vii) changes in the price or trading volume of the Company’s stock.

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Notes to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between among the Company, certain Subsidiaries of the Company and the PurchaserAgent (as amended, restated, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities Subsidiary Guaranty dated as of the date hereof between made by certain Subsidiaries of the Company (as amended, restated, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), (v) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, restated, modified and/or or supplemented from time to time, the “Registration Rights Stock Pledge Agreement”), (vvi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, restated, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (vivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vivii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note Notes; and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”") and (viviii) all other documents, instruments and agreements related entered into in connection with the transactions contemplated hereby and thereby (the agreements referenced to this Agreement and the Note and referred to herein (in the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”"), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”"), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Option and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (viii) Mortgage, Deed, Assignment of Rents and Leases and Security Agreement (including, without limitation, all documents related thereto, as amended, modified or supplemented from time to time, the “Mortgage”) and (viix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viix), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; (4) issue and to sell the Option and the Option Shares and (5) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate or limited liability company, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to execute (1) execute, deliver and deliver this perform its obligations under (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of February 22, 2005 between the date hereof between Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of February 22, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of February 22, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (viviii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries, as applicable, has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) therein and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (viviii) all other documents, instruments and agreements related entered into in connection with the transactions contemplated hereby and thereby (the agreements referenced to this Agreement and the Note and referred to herein (in the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to ; (3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company Each of the Company, Cancable Parent, and each of their respective Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company Each of the Company, Cancable Parent, and each of their respective Subsidiaries has the power (corporate power and otherwise) and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this AgreementOption, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (iv) the Guarantee dated the date hereof executed by Creative Vistas, Inc., Cancable Parent, Cancable, Inc., Creative Vistas Acquisition Corp., A.C. Technical Systems Ltd. and Iview Digital Video Solutions Inc. (collectively, the “Guarantors”) in favour of the Purchaser, (the “Guarantee”) (v) the Master Security Agreement dated the date hereof granted by the Company and the Guarantors in favour of the Purchaser, (the “Master Security Agreement”) and (vi) the Share Pledge Agreement dated the date hereof granted by the Company, Creative Vistas, Inc., Cancable Parent and Creative Vistas Acquisition Corp. in favour of the Purchaser (the “Share Pledge Agreement”) and (vii) of all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vivii), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”)Note, to issue and sell the Warrant Option and the Warrant Option Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company Each of the Company, Cancable Parent, and each of their respective Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Company, Cancable Parent, and their respective Subsidiaries, taken as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Restricted Account Agreement dated as of Exhibit D hereto (as amended, modified or supplemented from time to timethe date hereof among the Company, the “Escrow Purchaser and North Fork Bank (including the side letter related thereto, the "Restricted Account Agreement”") and (viix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viix), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Series A Preferred and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Guaranty dated as of the date hereof made by the Company (as amended, modified or supplemented from time to time, the "Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof by and between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights "Stock Pledge Agreement”"), (vvii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form certificate of Exhibit D hereto designation related to the Series A Preferred (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi"Certificate of Designation"), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of Delawarethe Commonwealth of Massachusetts, Delaware and California as applicable. The Each of the Company and each of its Subsidiaries has the all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Preferred Stock to be issued in connection with this Agreement, (iii) the Warrant, (iv) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (ivv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (vvi) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), (vii) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”), (viii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (viix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viix), collectively, the “Related Agreements”), ) to issue and sell the Note Preferred Stock and the shares of Common Stock issuable upon conversion of the Note Preferred Stock (the “Note Conversion Shares”), to issue and sell the Warrant and the Warrant Sharesshares of Common Stock issuable upon exercise of the Warrant, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has would not had, or could not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the businessCompany and its Subsidiaries, assets, liabilities, condition taken individually and as a whole or their respective businesses a (financial or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchasers (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the EPXR Registration Rights Agreement relating to the Securities dated as of the date hereof between EPXR and the Purchasers, (v) the VOXX Registration Rights Agreement relating to the Securities dated as of the date hereof between VOXX and the Purchasers, (vi) the Guaranty dated as of the date hereof made by the Company and certain Subsidiaries of the Purchaser Company (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”"Guaranty"), (vvii) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchasers (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (viii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in (ix) the form Intercreditor and Collateral Agency Agreement dated as of Exhibit D hereto the date hereof between the Purchasers and Laurus, and acknowledged to by the Company (as amended, modified or supplemented from time to time, the “Escrow "Intercreditor Agreement”"), (x) the Foreign Documentation (as defined below) and (vixi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vixi), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Option and the Option Shares, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Reaffirmation Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified and/or supplemented from time to time, the “Reaffirmation Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), (vi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”), (vii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (viii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”) and (vix) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vix), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the “Note Shares”), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and the PurchaserCompany, (iv) the Registration Rights Agreement relating to the Securities dated as certain Subsidiaries of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Master Security Agreement”), (viv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or and/or supplemented from time to time, the “Escrow Agreement”) and (viviii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viiv), collectively, the “Related Agreements”), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the “Note Shares”), to 3) issue and sell the Warrant and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this the following agreements or instruments to which it is a party: (i) this Agreement, (ii) the Note, the Two-Year Shares, the Warrant and the Five-Year Amended Warrant to be issued in connection with this Agreement, (iii) the Security Reaffirmation and Ratification Agreement and Amendment dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Reaffirmation Agreement”), pursuant to which the Company and certain Subsidiaries of the Company reaffirm that their obligations under (A) the Master Security Agreement dated as of September 29, 2004 between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Master Security Agreement”), (B) the Subsidiary Guaranty dated as of September 29, 2004 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), and (C) the Stock Pledge Agreement dated as of September 29, 2004 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”), (vi) the Payoff Letter and (vivii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”)Note, to issue and sell the Shares, to issue and sell the Warrant, the Amended Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of the Company and each of its active Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Restricted Account Security Agreement dated as of the date hereof between the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the “Restricted Account Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (vi) the Restricted Account Side Letter, dated the date hereof, relating to the amounts set forth in the Restricted Account referred to in the Restricted Account Agreement (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (vii) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) therein and (viviii) all other agreements related to this Agreement and the Note and referred to herein (including, without limitation, any security agreement, pledge agreement or guaranty executed by the Company or any of its Subsidiaries after the date hereof) (the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Such Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Such Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Notes to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the PurchaserClosing Shares, (iv) the Registration Rights Security Agreement relating to the Securities be dated as of the date hereof between Initial Closing Date among Companies, all of the Company Subsidiaries of Companies and Agent, in the Purchaser form attached hereto as Exhibit B with any changes thereto as are approved by Companies and Agent (as amended, restated, modified or and/or supplemented from time to time, the “Registration Rights Security Agreement”), (v) the Escrow Pledge Agreement to be dated as of the date hereof Initial Closing Date among the CompanyCompanies, the Purchaser certain Subsidiaries of Companies and the escrow agent referred to thereinAgent, substantially in the form of attached hereto as Exhibit D hereto C with any changes thereto as are approved by Companies and Agent (as amended, restated, modified or and/or supplemented from time to time, the “Escrow Pledge Agreement”) and ), (vi) the Guaranty Agreement dated as of the Initial Closing Date among all of the Subsidiaries of Companies (collectively, “Guarantors”) in favor of Creditor Parties, in the form attached hereto as Exhibit D with any changes thereto as are approved by Companies and Agent (as amended, restated, modified and/or supplemented from time to time, the “Subsidiary Guaranty”), (vii) Account Control Agreements, in each case, dated as of the Initial Closing Date, among Companies and the Subsidiaries of Companies, Agent and the applicable financial institution in the form attached hereto as Exhibit E with any changes thereto as are approved by Companies and Agent (as amended, restated, modified and/or supplemented from time to time, each, an “Account Control Agreement” and together, the “Account Control Agreements”), and (viii) all other documents, instruments, guarantees and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note Notes; (3) issue the Closing Shares and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to 4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of Companies and Subsidiaries of Companies, taken as a whole, (b) the legality, invalidity, enforceability, perfection or priority of the security interests and liens of Agent upon the Collateral (as defined in the Security Agreement) or (c) the ability of any Company and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement or the Related Agreements (a “Material Adverse Effect”). As used herein, the term “Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent (50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person. As used herein, the term “Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority (as defined below).

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Stock Pledge Agreement"), (vii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Supplemental Guaranty dated as of the date hereof, made by Xxxxx Xxxxx Root in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Supplemental Guaranty"), (ix) the Supplemental Stock Pledge Agreement dated as of the date hereof between the Purchaser and Xxxxx Xxxxx Root (as amended, modified or supplemented from time to time, the "Supplemental Stock Pledge Agreement"), and (vix) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vix), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Mortgage dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Oil and Gas Mortgage"), (vii) the Transfer Order and Direction to Pay made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Transfer Order"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (vix) and all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vix), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant Warrants to be issued in connection with this Agreement, (iii) the Security Reaffirmation, Ratification and Amendment Agreement dated as of the date hereof between the Company and the PurchaserCompany, (iv) the Registration Rights Agreement relating to the Securities dated as certain Subsidiaries of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights "Reaffirmation Agreement”), ") (viv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto (as amended, modified or modified, restated and/or supplemented from time to time, the “"Escrow Agreement”"), (v) and the Warrants; (vi) the letter agreement dated as of the date hereof between the Purchaser and the Company respecting the securities issueable pursuant to the Warrants (as amended, modified, restated and/or supplemented from time to time, the "Warrant Side Letter"; and (vii) all other documents, instruments and agreements related entered into on or after the date hereof in connection with the transactions contemplated hereby and thereby, as executed by the applicable parties and thereafter amended, modified, restated and/or supplemented from time to this Agreement and the Note and referred to herein time (the preceding clauses (ii) through (vivii), collectively, the “"Related Agreements”"), to ; (2) issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note Note; (the “Note Shares”), to 3) issue and sell the Warrant Warrants and the Warrant Shares, ; and to (4) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or and prospects of the Company and its Subsidiaries, taken as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Note and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company and the PurchaserPurchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “"Registration Rights Agreement”"), (v) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (viviii) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (viviii), collectively, the “"Related Agreements”"), to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “"Note Shares”"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which such qualification or authorization is required, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Each of the Company and AirGATE is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company its jurisdiction of incorporation, and has the corporate power and authority to own and operate its properties and assets, to execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant Notes and the Five-Year Warrant to be issued in connection with this AgreementWarrants, (iii) the Security Agreement dated as of the even date hereof herewith between the Company Company, AirGATE and each Purchaser substantially in the Purchaserform of Exhibit F (as amended, modified or supplemented from time to time, the “Security Agreement”), (iv) the Registration Rights Agreement relating to the Securities dated as of the even date hereof herewith between the Company and each Purchaser substantially in the Purchaser form of Exhibit G (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Guaranty Agreement dated as of the even date hereof among herewith between the Company, the AirGATE and each Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto H (as amended, modified or supplemented from time to time, the “Escrow Guaranty Agreement”) ), and (viv) all other agreements related to this Agreement and the Note and referred to herein agreements, documents or instruments contemplated hereunder or delivered pursuant hereto (the preceding clauses (ii) through (viiii)-(vi), collectively, the “Related Agreements”), to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Note Notes (the “Note Shares”), to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares,”), and to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. The Each of the Company and AirGATE is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictionsjurisdictions in which it conducts its business, except for those jurisdictions in which the failure to do be so qualified and authorized has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and AirGATE, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Each of New Century --------------------------------------------- Energy Corp. (the "Parent"), the Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Each of the Parent, the Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Note to be issued in connection with this Agreement, (iii) the Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production effective as of April 26, 2006 made by the Company in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (iv) the Reaffirmation and Ratification Agreement dated as of the date hereof between made by the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as in favor of the date hereof between the Company and the Purchaser (as amended, modified or and/or supplemented from time to time, the “Registration Rights Agreement”), (v) the Reaffirmation and Ratification Agreement dated as of the date hereof made by the Parent and Century Resources, Inc. in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (vi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D C hereto --------- (as amended, modified or and/or supplemented from time to time, the “"Escrow Agreement”") and (vivii) all other documents, instruments and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (vivii), collectively, the “"Related Agreements”"), to ; (2) issue and sell the Note Note; and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Parent, the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Parent, the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. The Company and each of its Subsidiaries is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company and each of its Subsidiaries has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (1) execute and deliver this (i) this Agreement, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant Notes to be issued in connection with this Agreement, (iii) the Security Agreement to be dated as of the date hereof between Initial Closing Date among the Company, all of the Subsidiaries (other than the Excluded Subsidiaries (as defined below)) and the Agent, in the form attached hereto as Exhibit B with any changes thereto as are approved by the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser Agent (as amended, restated, modified or and/or supplemented from time to time, the “Registration Rights Security Agreement”), (iv) the Pledge Agreement to be dated as of the Initial Closing Date among the Company, certain Subsidiaries and the Agent, in the form attached hereto as Exhibit C with any changes thereto as are approved by the Company and the Agent (as amended, restated, modified and/or supplemented from time to time, the “Pledge Agreement”), (v) the Escrow Guaranty Agreement dated as of the date hereof Initial Closing Date among all of the CompanySubsidiaries (other than the Excluded Subsidiaries) in favor of the Agent, the Purchaser and the escrow agent referred to therein, substantially in the form of attached hereto as Exhibit D hereto with any changes thereto as are approved by the Company and the Agent (as amended, restated, modified or and/or supplemented from time to time, the “Escrow AgreementSubsidiary Guaranty”) and ), (vi) Account Control Agreements, in each case, dated as of the Initial Closing Date, among the Company and its Subsidiaries, the Agent and the applicable financial institution in the form attached hereto as Exhibit E with any changes thereto as are approved by the Company and the Agent (as amended, restated, modified and/or supplemented from time to time, each, an “Account Control Agreement” and together, the “Account Control Agreements”), (vii) leasehold mortgages, in each case, dated on or after the Initial Closing Date, by the Company and certain of its Subsidiaries, as applicable (as amended, restated, modified and/or supplemented from time to time, each, a “Leasehold Mortgage” and together, the “Leasehold Mortgages”), and (viii) all other documents, instruments, guarantees and agreements related to this Agreement entered into in connection with the transactions contemplated hereby and the Note and referred to herein thereby (the preceding clauses (ii) through (viviii), collectively, the “Related Agreements”), to ; (2) issue and sell the Note Notes; and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to 3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. The Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and Subsidiaries, taken as a whole, or the Company and the Guarantors, taken individually and as a whole, (b) the legality, invalidity, enforceability, perfection or priority of the security interests and liens of Agent upon the Collateral (as defined in the Security Agreement) or (c) the ability of the Company and the Guarantors, taken as a whole, to perform their obligations under this Agreement or the Related Agreements (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company It and each of its Subsidiaries (that is not an Inactive Subsidiary (as defined below)) is a corporation corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of Delawareits jurisdiction of organization. The Company It and each of its Subsidiaries (that is not an Inactive Subsidiary) has the corporate corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assetsassets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this (i) this AgreementAgreement and the Ancillary Agreements, (ii) the Note, the Two-Year Warrant and the Five-Year Warrant to be issued in connection with this Agreement, (iii) the Security Agreement dated as of the date hereof between the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (v) the Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified or supplemented from time to time, the “Escrow Agreement”) and (vi) all other agreements related to this Agreement and the Note and referred to herein (the preceding clauses (ii) through (vi), collectively, the “Related Agreements”), to issue and sell the Note Notes and the shares of Common Stock issuable upon conversion of the Secured Convertible Term Note (the “"Note Shares”"), (iii) to issue and sell the Warrant Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), and to (iv) carry out the provisions of this Agreement and the Related Ancillary Agreements and to carry on its business as presently conducted. The Company It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation corporation, partnership or limited liability company, as the case may be, in all jurisdictionsjurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company (a “Material Adverse Effect”. Notwithstanding anything contained herein to the contrary, the Companies each acknowledge, based upon the representations and warranties made by the Companies and each of their Subsidiaries under Section 12(b), that the Subsidiaries of the Companies set forth on Schedule 12(a) hereto (each an "Inactive Subsidiary" and collectively, the "Inactive Subsidiaries") have either dissolved, failed to commence or suspended operations and/or failed for their corporate charters to be revoked and such occurrences shall not constitute a breach under this Agreement or any Ancillary Agreement.