Common use of Purchase and Sale of Notes Clause in Contracts

Purchase and Sale of Notes. (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1May 31, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject to The Buyer agrees, upon the terms and subject to the conditions of set forth in this Agreement, each Purchaser agrees to purchase promissory notes from the Borrower (each a “Note” and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notescollectively, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be ”) in an aggregate principal amount up to the form attached hereto as Exhibit A heretoMaximum Amount. (b) The Borrower may at any time prior to February 23, 2007, request that the Buyer purchase, and the Buyer shall purchase Notes from the Borrower in an aggregate principal amount not to exceed the Maximum Amount; provided that if the Borrower requests the Buyer to purchase any Note or if the Merger is consummated, the minimum aggregate principal amount of Notes requested to be sold by the Borrower to the Buyer shall not be less than Minimum Placement Amount. The purchase price of each Note shall be equal to the initial purchase and sale of principal amount thereof. (c) In order to sell a Note to the Notes shall take place remotely via Buyer, the electronic exchange of documents and signatures Borrower will give the Buyer written notice not later than 2:00 p.m. (New York City time) on the Business Day on which all preceding the desired date of such sale (such desired date being the “Issue Date”); provided, however, that requests for the sale of a Note may, at the discretion of the Transaction Documents have been executed and delivered by Buyer, be given with less advance notice than as specified hereinabove. Each such request for the applicable parties theretosale of a Note shall be irrevocable, and all conditions precedent to shall specify (i) the Purchasers’ obligation to pay the Subscription Amount at aggregate principal amount of such Closing, Note and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closingrequested Issue Date, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages which shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional NotesBusiness Day. (d) At each ClosingNot later than 5:00 p.m. (New York City time) on the requested Issue Date the Buyer will pay to the Borrower the purchase price of the Note to be sold to the Buyer. For purposes of this Section 2.1(d), the Buyer will be deemed to have paid such purchase price to the Borrower if the Buyer has authorized its paying agent to forward such purchase price to the Borrower on or before the Issue Date and such payment is made by the Buyer’s paying agent to the Borrower on the Issue Date or the next succeeding Business Day. (e) The Notes shall, if requested by the Buyer, be evidenced by a Purchaser global promissory note in such form as the Buyer may reasonably request, and such promissory note shall be entitled to all of such Purchaser’s Subscription Amount may the benefits of this Agreement and the other Loan Documents and shall be made via wire transfer or a certified check in immediately available funds subject to the Companyprovisions hereof and thereof.

Purchase and Sale of Notes. (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 2,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1August 31, 2020 2019 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to the issuance, sale and purchase of the Notes shall be consummated at a "Closing" whereby the Company shall sell and the Company agrees to sell and issue to each Purchaser at the Closing Purchasers shall purchase: (as defined belowi) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, in substantially the form attached hereto as defined belowexhibit A; and (ii) shall be referred to a Warrant, in this Agreement as the “Notes.” Each Note shall be in substantially the form attached hereto as Exhibit A hereto. B, as hereinafter provided. The purchase price (bthe "Purchase Price") The initial purchase and sale per Note shall be equal to the principal amount of the Notes shall take place remotely via Note being purchased. At the electronic exchange of documents and signatures on Closing, subject to the Business Day on which all satisfaction or waiver of the Transaction Documents have been executed conditions set forth in ARTICLES VI and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial ClosingVII below, the Company may sellshall issue and sell to each Purchaser, in one or more closings and on each Purchaser severally agrees to purchase from the terms and conditions contained in this AgreementCompany, Notes a Note in the aggregate principal amount set forth on such Purchaser’s Signature Page and a Warrant to purchase a number of shares of Common Stock equal to the formula as set forth in the Warrant. Each of the Warrants shall have a term of five (5) years and has an exercise price per share equal to the Exercise Price (as defined in the Warrant) and shall be exercisable as stated in the applicable Warrant. Each Purchaser's obligation to purchase a Note hereunder is distinct and separate from each other Purchaser's obligation to purchase, and no Purchaser shall be required to purchase hereunder more than the principal amount of up a Note set forth on the Purchaser’s Signature Page. The obligations of the Company with respect to $6,000,000 each Purchaser shall be separate from the obligations of the Company to each other Purchaser and shall not be conditioned as to any Purchaser upon the performance of obligations of any other Purchaser. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (collectively, “Regulation D”) as promulgated by the “Additional Notes”), to one or more purchasers United States Securities and Exchange Commission (the “Additional PurchasersCommission”) reasonably acceptable to under the CompanySecurities Act of 1933, provided that (A) such subsequent sale is consummated prior to October 1, 2020 as amended (the “Termination DateSecurities Act”), ) or such date as the Company and a Majority in Interest may mutually agree upon; and (BSection 4(2) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional NotesSecurities Act. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject to the terms and conditions hereof, the Company has authorized the issuance and sale of the Notes to the Purchasers at the Closings (as defined below). (b) At the initial closing of the transactions contemplated hereby which will occur simultaneously with the execution of this Agreement (the “Initial Closing”), subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase hereby purchases, and the Company agrees to sell hereby issues and issue sells to each Purchaser at the Closing Notes (as defined beloweach an “Initial Note” and collectively the “Initial Notes”) in the aggregate original principal amount of Notes of One Million Four Hundred Thousand Dollars ($1,400,000 (U.S.)), allocated among the Company as is Purchasers in the principal amounts set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to under the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the heading “Initial Closing”)Note Principal Amount” on Schedule I attached hereto. (c) After the Initial ClosingAt any time prior to March 22, 2014, the Company (with the prior approval of the Company’s board of directors) may sellelect, in upon advance notice of not less than ten (10) business days to the Purchasers, to have one or more additional closings (each a “Subsequent Closing” and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional ClosingSubsequent Closings” and together with the Initial ClosingClosings, each, the “Closings”) at which each Purchaser shall be required (and hereby acknowledges his or its obligation) to purchase additional Notes (each a “ClosingSubsequent Note”, and collectively, the “Subsequent Notes” and together with the Initial Notes which are each included within the “Notes” definition) for up to an aggregate principal amount (including all the amounts paid at the Initial Closing and all Subsequent Closings) of Three Million Six Hundred Thousand Dollars ($3,600,000 (U.S.)) allocated among the parties purchasing such Additional NotesPurchasers in the principal amounts set forth under the heading “Total Commitment Amount” on Schedule I attached hereto. (d) At The Company’s agreement with each ClosingPurchaser in this Agreement is a separate agreement, and the payment sale of each Note to each Purchaser is a separate sale. No Purchaser shall have any obligation to purchase any Note not purchased by a Purchaser of such another Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject The Company hereby agrees to borrow, or in the case of amounts set forth on Exhibit B dated before the date hereof, has borrowed, and Investors hereby severally, and not jointly, agree to loan or have loaned, as applicable, to the terms and conditions of this AgreementCompany, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of amounts (each a “Loan” and collectively the Company as is “Loans”) set forth opposite such Purchaser’s name under the heading “Principal Amount of Loan” on such Purchaser’s signature page Exhibit B attached hereto. The Notes issued . (b) Each Loan shall be or has been separately evidenced by and subject to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notesprovisions of a Convertible Secured Subordinated Promissory Note, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be substantially in the form attached hereto as Exhibit A hereto. C (beach a “Note,” and collectively, the “Notes”) The initial purchase to be executed by the Company and sale delivered to each Investor in respect of the Notes shall take place remotely via the electronic exchange of documents and signatures such Investor’s applicable Loan amount on the Business Day applicable Closing Date (as defined below). Upon the execution of this Agreement, each Investor making a Loan on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following after the date hereof (shall deliver his/its applicable Loan amount to the Company by check or electronic transfer of immediately available funds to such initial closing is referred to herein account as the “Initial Closing”)Company shall specify in writing to such Investor and the Company shall promptly deliver the applicable Note to the Investor. (c) After Notwithstanding the Initial Closingseparate payment obligations of the Company to each Investor under this Agreement and each Note, the Parties agree that all payments made by the Company may sellhereunder and under the Notes shall be made pro rata among the Investors, in one without any preference to any Investor, whether such payments are made before or more closings and on the terms and conditions contained in this Agreement, Notes following an Event of Default (as defined in the aggregate principal Notes). In such regard, if and to the extent the Company fails to pay the full amount of up due and owing to $6,000,000 (collectivelyInvestors hereunder and under the Notes, the “Additional Notes”aggregate amount (if any) actually paid to Investors shall be divided among them pro rata in relation to the original principal amounts of their respective Loans. To the extent the Company gives any payment-related preference to any Investor in violation of this Section 2.1(c), such Investor shall, upon being made aware of such payment preference, forward the applicable portion of such payment to one or more purchasers (the “Additional Purchasers”) reasonably acceptable each other Investor to correct such violation by the Company. In such event, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as records of the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages Investors shall be added to this Agreement adjusted to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notesredistributed payments. (d) At The occurrence of any Event of Default under the Notes shall constitute an “Event of Default” under this Agreement. Upon the occurrence of an Event of Default, each ClosingInvestor may, the payment at its option, accelerate and make immediately payable all sums of principal and interest outstanding and unpaid under its Loan, without demand, presentment or notice, all of which are hereby expressly waived by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company. (e) Upon the occurrence and during the continuation of an Event of Default, each Investor may, at its sole election, without notice of such election and without demand, exercise any one or more of the rights or remedies available to Investors at law or in equity.

Purchase and Sale of Notes. (a) Subject Upon the following terms and conditions, the Company shall issue and sell to the terms and conditions of this AgreementPurchasers, each Purchaser agrees to purchase and the Purchasers shall purchase from the Company, 6.00% senior secured convertible promissory notes due March 30, 2022 convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “I Notes”), in an aggregate amount of up to $13,500,000, such amount to be paid in cash and other forms of consideration approved by the board of directors of the Company agrees to sell and issue to each Purchaser (the “Purchase Price”). The I Notes issued at the First Closing (as defined belowin Section 1.2(a)) shall be collectively referred to herein as the principal amount of “First Closing Notes,” any additional I Notes issued upon exercise of the Company Purchase Option (as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The defined in Section 1.2(b)) shall be collectively referred to herein as the “Additional Closing Notes” and the First Closing Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial together with Additional Closing and any Additional Notes, as defined below) well as additional notes issued thereon as payment in kind, shall be collectively referred to in this Agreement herein as the “Notes.” Each Note shall be Any shares of Common Stock issuable upon conversion or otherwise in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale respect of the Notes shall take place remotely via are herein referred to as the electronic exchange of documents “Conversion Shares.” The Notes, the Purchase Option and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is Conversion Shares are sometimes collectively referred to herein as the “Initial Closing”)Securities. ” The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional NotesSecurities Act”), to one or more purchasers including Regulation D (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination DateRegulation D”), or and/or upon such date as other exemption from the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each registration requirements of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount Securities Act as may be available with respect to any or all of the investments to be made via wire transfer or a certified check in immediately available funds to the Companyhereunder.

Purchase and Sale of Notes. (a) Subject to On the basis of the representations and warranties and on the terms and subject to the conditions of this Agreementherein set forth, each Purchaser of the Underwriters agrees to purchase from the Company, severally and not jointly, and on the terms and subject to the conditions herein set forth the Company agrees to sell and issue to each Purchaser at of the Closing (as defined below) Underwriters, severally and not jointly, the principal amount of Notes of the Company as is set forth opposite such Purchaser’s its name on such Purchaser’s signature page heretoin Schedule I hereof, less the respective amounts of Contract Notes, if any, allocated to each of the Underwriters as provided below, at ____ % of the principal amount thereof, together with accrued interest, if any, thereon from ________, 199_ to and including the date of any, thereon from payment and delivery. The Notes issued to be purchased by the Purchasers Underwriters are hereinafter called Underwriters' Notes, and Notes to be purchased pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be delayed delivery contracts substantially in the form attached hereto as Exhibit A hereto. Schedule II with such changes as may be approved by the Company (bthe "Delayed Delivery Contracts") are hereinafter called Contract Notes. The initial purchase and sale Company hereby authorizes the Underwriters to solicit from institutional investors of the type described in the preliminary prospectus under the heading "Delayed Delivery Arrangements" offers to purchase Contract Notes shall take place remotely via on [____] at the electronic exchange of documents initial public offering price thereof plus accrued interest, if any, from [____], pursuant to Delayed Delivery Contracts. Delayed Delivery Contracts are to be solicited from and signatures on the Business Day on which all made only with institutional investors of the Transaction Documents have been executed and delivered type so described. Each Delayed Delivery Contract shall be for a minimum of $ principal amount of Notes. Each purchaser shall be approved by the applicable parties theretoCompany and shall furnish such evidence as may be satisfactory to the Company of the authority of the person executing such Delayed Delivery Contract on behalf of the purchaser, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up all Contract Notes shall not be more than $ unless the Company otherwise agrees. The Company will pay to $6,000,000 (collectivelythe Representative for the accounts of the several Underwriters a commission equal to ____________ of 1% of the aggregate principal amount of Contract Notes. Such payment shall be made at the time of closing by crediting the same against the purchase price of the Underwriters' Notes payable to the Company pursuant to the first paragraph of this Section 4. Upon the submission by the Representative from time to time to the Company of Delayed Delivery Contracts executed by institutional investors of the type described In the preliminary prospectus, the “Additional Notes”)Company shall within two full business days thereafter, to one notify the Representatives of its approval or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) disapproval of such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority Delayed Delivery Contracts. The Underwriters will not have any responsibility in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each respect of the Transaction Documents. Signature pages shall be added to this Agreement to reflect validity or performance of any of the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional NotesDelayed Delivery Contracts. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject The Company hereby agrees to -------------------------- buy from each Holder, and such Holder hereby agrees to sell, on the applicable Note Purchase Closing Date, such Holder's Notes, on the terms and conditions set forth herein. The aggregate purchase price for all Notes purchased from each Holder pursuant to this Section 2 shall be equal to (i) $850 for each $1,000 principal amount of this AgreementNotes so purchased, each Purchaser agrees to purchase and plus (ii) such Holder's Pro Rata Share of the Share Appreciation Rights (collectively, the "Agreed Consideration"); provided, however, that if the Actual Lock-up Percentage exceeds the Minimum ----------------- Tender Percentage, the Company agrees to sell and issue will pay the Agreed Consideration to each Purchaser at Holder with respect to that fraction of such Holder's Notes equal to the Closing (as defined below) Tender Fraction, and will pay to each Holder cash in the amount of 101% of the principal amount of the remainder of such Holder's Notes (the "101 Consideration") on (i) the Note Purchase Closing Date, if all Holder's Notes are purchased pursuant to Private Transactions and (ii) if an Exchange Offer is commenced pursuant to the terms hereunder, on the consummation of such Exchange Offer. In addition, on the applicable Note Purchase Closing Date (and earlier if otherwise required), the Company shall pay all accrued and unpaid interest (determined, in the case of the Discount Notes, as if the Company had made a Cash Interest Election as of February 15, 1999) in respect of the Notes purchased on such date through the date of such payment, whether or not then due. Anything contained herein to the contrary notwithstanding, the obligation of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The to purchase and pay for the Notes issued under this Section 2, whether pursuant to an Exchange Offer or Private Transaction, shall be subject to the Purchasers pursuant condition that, on or prior to this Agreement (including any notes issued at the Initial first Note Purchase Closing Date, the Medium Power Asset Sale shall have been consummated and any Additional Notesthe conditions listed in Section 20, as defined below) in effect at such time, shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A heretohave been satisfied. (b) The initial purchase and sale of In the Notes shall take place remotely via event a Note Purchase Closing Date occurs with respect to the electronic exchange of documents and signatures Bridge Loans prior to a Note Purchase Closing Date with respect to the Bonds, then the amount payable with respect to such Bridge Loans on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent Note Purchase Closing Date shall be equal to (i) $850 for each $1,000 principal amount of Notes so purchased, plus (ii) such Holder's Bridge Holder's Minimum Pro Rata Share of the Purchasers’ obligation Share Appreciation Rights. On any subsequent Note Purchase Closing Date, subject to pay Section 3(e) hereof, such a Holder of Bridge Loans shall receive as additional consideration (i) any additional Share Appreciation Rights and (ii) any 101 Consideration to which such Holder of Bridge Loans may be entitled to receive pursuant to Section 2(a), calculated on the Subscription Amount basis of all Notes purchased to such date. (c) The closing of each purchase of Notes referenced in Section 2(a) above shall take place at the offices of Ropes & Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (or at such Closingother place as the Medium Power Asset Sale shall be closing, if such closings are concurrent) at 10:00 a.m. (Eastern time) on the applicable Note Purchase Closing Date, subject to the satisfaction or waiver (if waivable) of the terms and conditions set forth herein, at which time the Company shall deliver the consideration set forth in Section 2(a). The cash portion of such consideration shall, unless otherwise requested by each Holder, be paid by wire transfer of immediately available federal funds. (d) If the Company receives from Xxxxxx any consideration in respect of the Medium Power Asset Sale or the High Power Asset Sale, not currently provided for in the Medium Power Agreement or in the High Power Agreement ("Additional Consideration"), the Company shall increase the aggregate cash consideration being paid to the Holders pursuant to this Section 2 by an aggregate amount equal to 80% of such Additional Consideration; provided, however, that any Additional Consideration must be -------- ------- provided for in an amendment to the Medium Power Agreement or the High Power Agreement. For purposes of clarifying what constitutes "Additional Consideration", (i) the execution by the Company and Xxxxxx of the Agency Agreement, dated as of February 25, 1999 and (ii) the Company’s assumption by Xxxxxx of working capital or other obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each shall not constitute Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional NotesConsideration. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject The Company hereby agrees to borrow, and Investors hereby severally, and not jointly, agree to loan to the Company, the principal amounts (each a “Loan” and collectively the “Loans”) set forth under the heading “Principal Amount of Loan” on Exhibit B attached hereto. (b) Each Loan shall be separately evidenced by and subject to the provisions of a Senior Secured Bridge Promissory Note substantially in the form attached hereto as Exhibit C (each a “Note,” and collectively, the “Notes”) to be executed by the Company and delivered to each Investor in respect of such Investor’s applicable Loan amount on the applicable Closing Date. Promptly upon his/its receipt of the applicable executed Note, and subject to the terms and conditions of this Agreement, each Purchaser agrees Investor shall deliver his/its applicable Loan amount to purchase and the Company agrees by check or electronic transfer of immediately available funds to sell and issue to each Purchaser at the Closing (such account as defined below) the principal amount of Notes of the Company as is set forth opposite shall specify in writing to such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”)Investor. (c) After Notwithstanding the Initial Closingseparate payment obligations of the Company to each Investor under this Agreement and each Note, the Parties agree that all payments made by the Company may sellhereunder and under the Notes shall be made pro rata among the Investors, in one without any preference to any Investor, whether such payments are made before or more closings and on the terms and conditions contained in this Agreement, Notes following an Event of Default (as defined in the aggregate principal Notes). In such regard, if and to the extent the Company fails to pay the full amount of up due and owing to $6,000,000 (collectivelyInvestors hereunder and under the Notes, the “Additional Notes”aggregate amount (if any) actually paid to Investors shall be divided among them pro rata in relation to the original principal amounts of their respective Loans. To the extent the Company gives any payment-related preference to any Investor in violation of this Section 2.2(c), such Investor shall, upon being made aware of such payment preference, forward the applicable portion of such payment to one or more purchasers (the “Additional Purchasers”) reasonably acceptable each other Investor to correct such violation by the Company. In such event, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as records of the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages Investors shall be added to this Agreement adjusted to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notesredistributed payments. (d) At The occurrence of any Event of Default under the Notes shall constitute an “Event of Default” under this Agreement. Upon the occurrence of an Event of Default, each ClosingInvestor may, the payment at its option, accelerate and make immediately payable all sums of principal and interest outstanding and unpaid under its Loan, without demand, presentment or notice, all of which are hereby expressly waived by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company. (e) Upon the occurrence and during the continuation of an Event of Default, each Investor may, at its sole election, without notice of such election and without demand, exercise any one or more of the rights or remedies available to Investors at law or in equity, including the rights of a secured party under the UCC.

Purchase and Sale of Notes. (a) Subject The Company agrees to issue and sell to -------------------------- the Purchaser, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, each the Purchaser agrees to purchase the Notes. (a) At the initial closing (the "Initial Closing") to be held at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, at 10:00 a.m. local time on the date on which this Agreement is executed and delivered (the "Initial Closing Date"), the Company agrees will issue and sell to sell and issue to each the Purchaser at a single Note, dated the Initial Closing (as defined below) Date, in the principal amount of Notes $4,000,000, the Preferred Shares and the Warrants (as provided in Section 3.02), against receipt of funds by wire transfer to an account or accounts designated by the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued prior to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A heretoamount of $7,000,000, in payment of the purchase price for the Note, the Preferred Shares and the Warrants. (b) The initial purchase and sale of the up to an additional $3,000,000 aggregate principal amount of Notes shall take place remotely via at a closing (the electronic exchange "First Takedown Closing") to be held at the offices of documents and signatures Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, at 10:00 a.m. local time on March 31, 1998 (the Business Day on which all "First Takedown Closing Date"), upon written notice (the "First Takedown Notice") given by the Company to the Purchaser at least twenty (20) days prior to the First Takedown Closing Date. Such First Takedown Notice shall specify the aggregate principal amount (the "First Takedown Principal") of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities Notes to be issued and sold at such First Takedown Closing, which First Takedown Principal shall not exceed $3,000,000. At the First Takedown Closing, the Company will issue and sell to the Purchaser a single Note, dated the First Takedown Closing Date and in each casethe principal amount equal to the First Takedown Principal, have been satisfied against receipt of funds by wire transfer to an account or waivedaccounts designated by the Company prior to such First Takedown Closing in the amount of the First Takedown Principal, but in no event later than payment of the tenth Business Day following the date hereof (purchase price for such initial closing is referred to herein as the “Initial Closing”)Note. (c) After the Initial Closing, the Company may sell, in one or more closings The purchase and on the terms and conditions contained in this Agreement, Notes in the sale of up to an additional $3,000,000 aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers Notes shall take place at a closing (the “Additional Purchasers”"Second Takedown Closing") reasonably acceptable to be held at the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.offices of

Purchase and Sale of Notes. At the Closing, in addition to the -------------------------- deliveries set forth in Section 3.2 and Section 3.3 hereof: (a) Subject Buyer shall deliver to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing Seller Note Purchasing Subsidiary (as defined belowi) the $210 million aggregate principal amount of Subordinated Notes, and (ii) Convertible Notes in an aggregate principal amount (not to exceed $740 million) such that the fair market value (as of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Closing Date) of the Subordinated Notes issued to and the Purchasers Convertible Notes (collectively the "Notes") delivered pursuant to this Agreement Section 3.4(a) equals U.S. $750 million. If the fair market value of all the Subordinated Notes and all the Convertible Notes is less than U.S. $750 million, Buyer shall also deliver to Seller Note Purchasing Subsidiary an appropriate number of shares (including determined in accordance with Exhibit H) of fully paid and nonassessable unregistered shares of Buyer Common Stock, such that the aggregate fair market value of the consideration delivered pursuant to this Section 3.4(a) equals U.S. $750 million. Notwithstanding anything to the contrary contained herein, in no event shall Buyer be obligated or otherwise committed to issue to Seller, or any notes issued at other Person, in connection with the Initial Closing and any Additional Notestransactions contemplated hereby, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A heretomore than 28,933,092 shares of Buyer Common Stock. (b) Seller shall cause Seller Note Purchasing Subsidiary to deliver to Buyer U.S. $750 million of immediately available funds by wire transfer to an account designated to Seller Note Purchasing Subsidiary by Buyer in writing not later than two Business Days prior to the Closing Date (the "Cash Payment"). The initial purchase Notes shall be treated as debt instruments and sale the portion thereof delivered to Seller Note Purchasing Subsidiary shall be treated as having an aggregate issue price for purposes of Code Section 1273 (and the regulations promulgated thereunder) equal to the Cash Payment less any portion of such Cash Payment attributable to Buyer Common Stock delivered pursuant to the last sentence of Section 3.4(a); the issue price per $1,000 of principal amount Notes (the "Issue Price") shall be equal to the product of $1,000 and a fraction whose numerator is $750 million and whose denominator is the aggregate stated principal amount of the Notes delivered to Seller Note Purchasing Subsidiary pursuant to Section 3.4(a) hereof. This fraction shall take place remotely via be appropriately adjusted in the electronic exchange event Buyer Common Stock is delivered to Seller Note Purchasing Subsidiary pursuant to the last sentence of documents and signatures on the Business Day on which all Section 3.4(a). The issue price of the Transaction Documents have been executed and portion of the Convertible Notes not delivered by to the applicable parties thereto, and all conditions precedent to (i) Seller Note Purchasing Subsidiary shall also be the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”)Issue Price. (c) After the Initial ClosingFor purposes of Section 3.4 (a), the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each fair market value of the Transaction Documents. Signature pages shall be added to this Agreement to reflect Notes (and thus the amount of Additional Convertible Notes to be purchased by Seller Note Purchasing Subsidiary) shall be determined in good faith by Buyer and based upon the advice of its financial advisors and reasonably agreed to by Seller (the "Debt Valuation"). Each party hereto shall (and shall cause its respective Affiliates to) adopt and abide by the provisions of this Section 3.4 at each their own expense, including without limitation the Debt Valuation and Issue Price (as determined herein) for purposes of all Tax Returns filed by them and shall not take any position inconsistent therewith in connection with any examination of any Tax Return, any refund claim, any judicial litigation proceeding but only if doing otherwise in such closing judicial litigation proceeding would materially prejudice the other party, or otherwise until there has been a final "determination" (an “Additional Closing” within the meaning of Code Section 1313(a)) or any other event which finally and together conclusively establishes the value of the Notes. In the event that the position being taken in accordance with this Section 3.4 is being challenged by any Taxing authority, the Initial Closing, each, a “Closing”) party receiving notice of the dispute shall promptly notify the other parties hereto of such dispute and the parties purchasing such Additional Noteshereto shall consult with each other concerning resolution of the dispute. (d) At each ClosingFor thirty-one (31) days after the Closing Date, the payment by Seller and Seller Note Purchasing Subsidiary will not sell, dispose, enter into a Purchaser forward contract, put option or otherwise reduce their risk of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds loss with respect to the CompanyNotes.

Purchase and Sale of Notes. (a) Subject to the terms and conditions of this Agreementand in reliance upon the representations and warranties set forth herein, each the Trust agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase and use commercially reasonable efforts to place, the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the aggregate principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page heretoSchedule I hereto with investors on a private placement basis in accordance with the terms hereof. The Notes issued will be purchased at a price of 3.524%. It is understood and agreed that the Initial Purchaser is not acquiring and has no obligation to acquire the Certificate and the Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Purchasers pursuant to this Agreement (including any notes issued at Trust Agreement. It is further understood and agreed that the Initial Closing Purchaser may retain the Notes, purchase the Notes for its own account, or sell the Notes to its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. The Notes sold hereby shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement. The Initial Purchaser shall have the right to reject, in whole or in part, any offer received by it to purchase Notes and any Additional Notes, as defined below) such rejection by the Initial Purchaser shall not be referred to in this Agreement as deemed a breach of the “Notes.” Each Note shall be in the form attached hereto as Exhibit A heretoagreements contained herein. (b) The initial purchase In addition, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to pay (or cause to be paid by the Trust) certain costs and sale expenses incidental to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale, exchange and delivery of the Notes shall take place remotely via (the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto“Documents”), and all conditions precedent to including, without duplication, (i) the Purchasers’ obligation reasonable and documented out-of-pocket fees and disbursements of counsel to pay the Subscription Amount at such Closing, and Company; (ii) the Companyreasonable and documented out-of-pocket fees and expenses of any trustees or custodian due to such trustees’ or custodian’s obligations to deliver initial expenses incurred in connection with the Securities to be issued issuance of the Notes and sold at such Closingtheir or its counsel, in each case, have been satisfied or waived, but in no event later than as applicable; (iii) the tenth Business Day following reasonable and documented out-of-pocket fees and expenses of any bank establishing and maintaining accounts on behalf of the date hereof (such initial closing is referred to herein as holders of the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in accordance with the aggregate principal amount Sale and Servicing Agreement; (iv) the reasonable and documented out-of-pocket fees and expenses of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to accountants for the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (including the fees for the “Termination Date”)comfort letters” or “agreed-upon procedures letters” required by the Initial Purchaser, any rating agency or such date as any purchaser in connection with the Company offering, sale, issuance and a Majority delivery of the Notes; (v) the reasonable and documented out-of-pocket expenses incurred in Interest may mutually agree upon; connection with the preparation and (B) distribution of each Memorandum, the Additional Purchaser shall become a party to Offering Materials and other disclosure materials prepared and distributed and all expenses incurred in connection with the Transaction Documents by executing preparation and delivering a counterpart signature page to each distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Notes; (vii) the reasonable and documented out-of-pocket fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchaser; (viii) all reasonable and documented out-of-pocket fees and disbursements of counsel to the Initial Purchaser; (ix) the reasonable and documented out-of-pocket expenses in connection with the qualification of the Notes for offering and sale under state securities laws, including the reasonable and documented out-of-pocket fees and disbursements of counsel and, if necessary in the reasonable judgment of the Initial Purchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Notes; and (xi) the reasonable and documented out-of-pocket fees and expenses of any special counsel or other experts required to be retained by the Initial Purchaser to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Notes. Signature pages For the avoidance of doubt, the Initial Purchaser is not responsible for any such expenses. Notwithstanding the foregoing, none of the Company, the Trust Depositor or the Trust shall be added liable to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and Purchaser for loss of anticipated profits from the parties purchasing such Additional Notestransactions covered by this Agreement. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject The Company hereby agrees to borrow, and Investors hereby severally, and not jointly, agree to loan to the Company, the principal amounts (each a “Loan” and collectively the “Loans”) set forth under the heading “Principal Amount of Loan” on Exhibit B attached hereto. (b) Each Loan shall be separately evidenced by and subject to the provisions of a Bridge Promissory Note, substantially in the form attached hereto as Exhibit C (each a “Note,” and collectively, the “Notes”) to be executed by the Company and delivered to each Investor in respect of such Investor’s applicable Loan amount on the applicable Closing Date (as defined below). Promptly upon his/its receipt of the applicable executed Note, and subject to the terms and conditions of this Agreement, each Purchaser agrees Investor shall deliver his/its applicable Loan amount to purchase and the Company agrees by check or electronic transfer of immediately available funds to sell and issue to each Purchaser at the Closing (such account as defined below) the principal amount of Notes of the Company as is set forth opposite shall specify in writing to such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”)Investor. (c) After Notwithstanding the Initial Closingseparate payment obligations of the Company to each Investor under this Agreement and each Note, the Parties agree that all payments made by the Company may sellhereunder and under the Notes shall be made pro rata among the Investors, in one without any preference to any Investor, whether such payments are made before or more closings and on the terms and conditions contained in this Agreement, Notes following an Event of Default (as defined in the aggregate principal Notes). In such regard, if and to the extent the Company fails to pay the full amount of up due and owing to $6,000,000 (collectivelyInvestors hereunder and under the Notes, the “Additional Notes”aggregate amount (if any) actually paid to Investors shall be divided among them pro rata in relation to the original principal amounts of their respective Loans. To the extent the Company gives any payment-related preference to any Investor in violation of this Section 2.1(c), such Investor shall, upon being made aware of such payment preference, forward the applicable portion of such payment to one or more purchasers (the “Additional Purchasers”) reasonably acceptable each other Investor to correct such violation by the Company. In such event, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as records of the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages Investors shall be added to this Agreement adjusted to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notesredistributed payments. (d) At The occurrence of any Event of Default under the Notes shall constitute an “Event of Default” under this Agreement. Upon the occurrence of an Event of Default, each ClosingInvestor may, the payment at its option, accelerate and make immediately payable all sums of principal and interest outstanding and unpaid under its Loan, without demand, presentment or notice, all of which are hereby expressly waived by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company. (e) Upon the occurrence and during the continuation of an Event of Default, each Investor may, at its sole election, without notice of such election and without demand, exercise any one or more of the rights or remedies available to Investors at law or in equity.

Purchase and Sale of Notes. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, each Purchaser agrees to purchase and the Company agrees shall issue and sell to sell and issue to each Purchaser at BOCP II Subordinated Secured Notes in the Closing (as defined below) the aggregate principal amount of $2,000,000, and to Primus Subordinated Secured Notes in the aggregate principal amount of $500,000, each due June 30, 2000 (collectively, the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto"Notes"). The Notes issued Company shall sell to the Purchasers pursuant to this Agreement (including any notes issued at and the Initial Closing and any Additional Notes, as defined below) Purchasers shall be referred to in this Agreement as purchase from the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to Company (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following on the date hereof of the Tier II Closing (such initial closing is referred to herein as the “Initial Closing”"Tier II Closing Date"). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount equal to the Tier II Principal Balance to fund a portion of up the cash consideration payable by the Company for the Purchased Assets at the Tier II Closing, (ii) on the date of the Tier III Closing (the "Tier III Closing Date") Notes in the aggregate principal amount equal to $6,000,000 the Tier III Principal Balance to fund a portion the cash consideration payable by the Company for the Purchased Assets at the Tier III Closing, and (collectivelyiii) if necessary, on any date on which the “Additional Notes”a payment of the unpaid principal amount, if any, of the Deferred Payment Note is due (a "Deferred Payment Note Closing Date"), to one or more purchasers (Notes in the “Additional Purchasers”) reasonably acceptable aggregate principal amount equal to the CompanyDeferred Payment Note Principal Payment. The Tier I Closing Date, provided that (A) such subsequent sale is consummated prior Tier II Closing Date, Tier III Closing Date, Final Payment Date and Deferred Payment Note Closing Date are sometimes hereinafter individually referred to October 1as a "Closing Date" and collectively referred to as the "Closing Dates." BOCP II and Primus shall be obligated to purchase 80% and 20%, 2020 (respectively, of the “Termination Date”), or such date as principal amount of any Notes being sold by the Company and purchased by the Purchasers on a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional NotesClosing Date. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject The Company hereby agrees to sell to each Purchaser and, subject to the terms and conditions of this Agreementherein set forth, each Purchaser agrees to purchase and from the Company agrees to sell and issue to each Purchaser at Company, Notes in the Closing (as defined below) the aggregate principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on in the Purchaser Schedule attached hereto, at the aggregate purchase price with respect to such Notes set forth opposite such Purchaser’s signature page name in the Purchaser Schedule attached hereto. The Notes issued to At the Purchasers pursuant to this Agreement (including any notes issued offices of Xxxx Xxxxxxxx LLP, 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, or at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closinganother mutually agreeable location, the Company may sell, in will deliver to each Purchaser one or more closings and on Notes registered in such Purchaser’s name, or in the terms and conditions contained in this Agreementname of the nominee(s) for such Purchaser, Notes in evidencing the aggregate principal amount of up Notes to $6,000,000 (collectivelybe purchased by it and in the denomination or denominations specified in the Purchaser Schedule attached hereto, against payment of the “Additional Notes”)purchase price thereof by transfer of immediately available funds for credit to an account of the Company or its designee(s) identified in a written instruction of the Company, substantially in the form of Exhibit B attached hereto, delivered to one each Purchaser at least 3 Business Days before the date of closing, which shall be January 4, 2013, or more purchasers any later date upon which the Company and the Purchasers may mutually agree (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (Closing” or the “Termination DateDate of Closing”), or such date as . For the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each avoidance of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closingdoubt, the payment by a Purchaser transfer of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds for credit to an account of the Company’s designee(s) pursuant to the Companyimmediately preceding sentence shall constitute the transfer of such funds to the Company hereunder. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Purchase and Sale of Notes. (a) Subject The Issuer hereby agrees to sell to each Series B Purchaser and Series C Purchaser and, subject to the terms and conditions of this Agreementherein set forth, each Series B Purchaser and each Series C Purchaser hereby agrees to purchase and from the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) Issuer the principal amount of Series B Notes of the Company as is and Series C Notes, respectively, set forth opposite below such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement Purchaser Schedule attached hereto as Schedule A (including any notes issued the “Purchaser Schedule”) at the Initial purchase price of 100% of such principal amount in exchange for Series A Notes as provided herein. On 29 June 2016 (herein called the “Closing Date”), the Issuer will deliver to each of the Series B Purchasers and any Additional the Series C Purchasers at the offices of Xxxxxx Xxxxx & Xxxxxxx UK, LLP one or more Series B Notes or Series C Notes, as defined below) shall be referred to applicable, registered in this Agreement its or its nominee’s name (as the “Notes.” Each Note shall be specified in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties theretoPurchaser Schedule), and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in evidencing the aggregate principal amount of up Series B Notes or Series C Notes, as applicable, to $6,000,000 be purchased by such Purchaser and in the denomination or denominations specified with respect to such Purchaser in the Purchaser Schedule, against payment of the purchase price thereof by delivery of Series A Notes evidencing an aggregate outstanding principal amount identical to the aggregate principal amount of Series B Notes or Series C Notes, as applicable, to be purchased by such Purchaser, as more particularly set forth on the Purchaser Schedule (collectivelysuch Series A Notes in an aggregate principal amount of US$50,000,000 which are exchanged for Series B Notes and Series C Notes, the “Additional Exchange Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable . Upon delivery of such Exchange Notes to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority Issuer in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each satisfaction of the Transaction Documents. Signature pages purchase price of the Series B Notes and Series C Notes, such Exchange Notes shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” deemed redeemed and together with the Initial Closing, each, a “Closing”) cancelled in full and the parties purchasing such Additional Notesall obligations thereunder shall be deemed satisfied in full. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. At the Closing, in addition to the deliveries set forth in Section 3.2 and Section 3.3 hereof: (a) Subject Buyer shall deliver to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing Seller Note Purchasing Subsidiary (as defined belowi) the $210 million aggregate principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Subordinated Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) Convertible Notes in an aggregate principal amount (not to exceed $740 million) such that the Company’s obligations fair market value (as of the Closing (b) Seller shall cause Seller Note Purchasing Subsidiary to deliver the Securities to be issued and sold at such Closing, Buyer U.S. $750 million of immediately available funds by wire transfer to an account designated to Seller Note Purchasing Subsidiary by Buyer in each case, have been satisfied or waived, but in no event writing not later than two Business Days prior to the tenth Business Day following Closing Date (the date hereof "Cash Payment"). The Notes shall be treated as debt instruments and the portion thereof delivered to Seller Note Purchasing Subsidiary shall be treated as having an aggregate issue price for purposes of Code Section 1273 (and the regulations promulgated thereunder) equal to the Cash Payment less any portion of such initial closing Cash Payment attributable to Buyer Common Stock delivered pursuant to the last sentence of Section 3.4(a); the issue price per $1,000 of principal amount Notes (the "Issue Price") shall be equal to the product of $1,000 and a fraction whose numerator is referred $750 million and whose denominator is the aggregate stated principal amount of the Notes delivered to herein as Seller Note Purchasing Subsidiary pursuant to Section 3.4(a) hereof. This fraction shall be appropriately adjusted in the “Initial Closing”event Buyer Common Stock is delivered to Seller Note Purchasing Subsidiary pursuant to the last sentence of Section 3.4(a). The issue price of the portion of the Convertible Notes not delivered to the Seller Note Purchasing Subsidiary shall also be the Issue Price. (c) After the Initial ClosingFor purposes of Section 3.4 (a), the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each fair market value of the Transaction Documents. Signature pages shall be added to this Agreement to reflect Notes (and thus the amount of Additional Convertible Notes to be purchased by Seller Note Purchasing Subsidiary) shall be determined in good faith by Buyer and based upon the advice of its financial advisors and reasonably agreed to by Seller (the "Debt Valuation"). Each party hereto shall (and shall cause its respective Affiliates to) adopt and abide by the provisions of this Section 3.4 at each their own expense, including without limitation the Debt Valuation and Issue Price (as determined herein) for purposes of all Tax Returns filed by them and shall not take any position inconsistent therewith in connection with any examination of any Tax Return, any refund claim, any judicial litigation proceeding but only if doing otherwise in such closing judicial litigation proceeding would materially prejudice the other party, or otherwise until there has been a final "determination" (an “Additional Closing” within the meaning of Code Section 1313(a)) or any other event which finally and together conclusively establishes the value of the Notes. In the event that the position being taken in accordance with this Section 3.4 is being challenged by any Taxing authority, the Initial Closing, each, a “Closing”) party receiving notice of the dispute shall promptly notify the other parties hereto of such dispute and the parties purchasing such Additional Noteshereto shall consult with each other concerning resolution of the dispute. (d) At each ClosingFor thirty-one (31) days after the Closing Date, the payment by Seller and Seller Note Purchasing Subsidiary will not sell, dispose, enter into a Purchaser forward contract, put option or otherwise reduce their risk of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds loss with respect to the CompanyNotes.

Purchase and Sale of Notes. (a) Subject From the Closing Date through the Termination Date, and upon and subject to the terms and conditions and on the basis of the representations, warranties and agreements contained herein, the Bank hereby agrees, when requested by the Issuer pursuant to this Agreement, to purchase from the Issuer from time to time in an aggregate principal amount at any one time outstanding not to exceed the Available Commitment, and the Issuer hereby agrees to sell and deliver to the Bank from time to time the “City of Fort Worth, Texas Water and Sewer System Direct Purchase Notes, Series WF” (constituting Direct Purchase Notes under the Ordinance and referred to herein as the “Notes”), upon issuance thereof in accordance with and under the terms and conditions of the Ordinance, in one or more installments on each Settlement Date. The Notes are authorized pursuant to the provisions of Chapters 1371 and 1502, Texas Government Code, as amended (collectively, the “Act”), the Issuer’s home rule charter and the Ordinance, and are to be issued only for the purposes authorized under the Ordinance. The Notes are issued as Direct Purchase Notes under the Ordinance and, pursuant to the Ordinance and the Master Ordinance, the principal of and interest on the Notes are payable from and secured by a lien on and pledge of the Pledged Revenues, subordinate solely to the lien on and pledge of the Pledged Revenues securing the Prior Lien Obligations and otherwise subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase the Master Ordinance and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A heretoOrdinance. (b) The initial Pursuant to and subject to the terms of this Agreement, each Note shall be sold to the Bank at a purchase price equal to the principal amount of each Note and no accrued interest and the Bank shall pay such purchase price to the Issuer upon delivery of such Note to the Bank on the related Settlement Date. (c) In regard to the periodic sale of Notes by the Issuer to the Bank pursuant to private placement governed by the terms of this Agreement, the Bank acknowledges that the Issuer has furnished the Bank with all information necessary and requested by the Bank to permit the Bank to make an informed decision concerning its periodic purchase of Notes shall take place remotely via throughout the electronic exchange term of documents this Agreement, and signatures the Bank has made such inspections and investigations as it has deemed necessary to determine the investment quality of the Issuer and its ability to perform under the Ordinance and to assess all risk factors associated with the Bank’s purchase of Notes as herein described. The Notes are being purchased for the account of the Bank as evidence of a loan to the Issuer. (d) The Bank hereby acknowledges and represents that it has an on-going business relationship with the Issuer and that it is familiar with the financial condition of the Issuer and the ability of the Issuer to timely pay the principal of and interest on the Business Day on which all Notes. The Bank has been furnished with such financial information relating to the Issuer as it has requested for the purposes of making its assessment of the Transaction Documents have been executed prospects and delivered value of the Notes. The Bank has had a reasonable opportunity to request and review such other information as it needs from the Issuer in order to enable it to make the decision to purchase the Notes. The Bank is not relying on the Issuer or Bond Counsel as to the completeness or accuracy of any financial information provided to the Bank by the applicable parties thereto, and all conditions precedent Issuer in connection with its determination to purchase the Notes. (e) Each Note shall (i) be dated the Purchasers’ obligation date such Note is delivered to pay the Subscription Amount at such ClosingBank, and (ii) be payable from and secured by the Company’s obligations to deliver Pledged Revenues in the Securities to be issued and sold at such Closingmanner described in Section 1.1(a) hereof, (iii) have a Maturity Date as specified in each case, have been satisfied or waived, the related Request for Purchase but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein Commitment Expiration Date or Maximum Maturity Date, with principal thereof and interest thereon payable as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained specified in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (Biv) each Additional Purchaser shall become a party to bear interest at the Transaction Documents by executing and delivering a counterpart signature page to each of Floating Rate. Interest on the Transaction Documents. Signature pages Notes shall be added to this Agreement to reflect calculated on the amount basis of Additional Notes purchased at each such closing (an “Additional Closing” a year of 360 days and together with actual days elapsed from the Initial Closing, each, a “Closing”) and the parties purchasing such Additional NotesSettlement Date. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s 's name on such Purchaser’s 's signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “"Notes.” " Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ ' obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s 's obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “"Initial Closing”"). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 2,000,000 (collectively, the “"Additional Notes”"), to one or more purchasers (the “"Additional Purchasers”") reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1May 31, 2020 2019 (the “"Termination Date”"), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “"Additional Closing” " and together with the Initial Closing, each, a “"Closing”") and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s 's Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 5,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1February 15, 2020 2019 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made (i) via wire transfer or a certified check in immediately available funds to the CompanyCompany or (ii) by surrender for cancellation of Debentures held by such Purchaser in the amount of outstanding principal and interest specified on a letter of transmittal enclosed therewith; provided, however, that the portion of any Purchaser’s total Subscription Amount that may be paid by cancellation of Debentures shall not exceed 90.91%.

Purchase and Sale of Notes. (a) Subject The Initial Closing. The Company agrees to issue and sell to the Initial Purchasers, and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, each Purchaser agrees the Initial Purchasers agree to purchase the Notes in the principal amounts set forth opposite each Initial Purchaser’s name on Exhibit A hereto under the heading “Principal Amount of Notes To Be Purchased at the Initial Closing”. Such purchase and sale shall take place at a closing (the “Initial Closing”) to be held remotely via the exchange of documents on the date hereof at 12:00 p.m., Boston time, or at such other time or place as may be mutually agreed upon by the Company and the Company agrees to sell Initial Purchasers purchasing at least sixty-six and issue to each Purchaser two-thirds percent (66 2/3%) of the principal amount of the Notes actually purchased at the Initial Closing. (b) The Follow-On Closing. Following the Initial Closing, the Company will offer up to $1,419,000 total principal amount of Notes, on a pro rata basis (based on shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) issuable upon conversion of the Preferred Stock (as defined below) held by such holders), to the holders of the Company’s Preferred Stock who are not Initial Purchasers (the “Other Investors”). Any Other Investor who commits to purchase Notes shall execute an Additional Purchaser signature page to this Agreement, in substantially the form attached hereto as Schedule A, and shall thereafter be bound to this Agreement as an Additional Purchaser, and Exhibit B attached hereto shall be updated to include the principal amount of Notes that each Additional Purchaser has committed to purchasing. Forty percent (40%) of each Additional Purchaser’s commitment shall be funded at the Follow-On Closing (as defined below) and the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement remaining sixty percent (including any notes issued 60%) shall be funded at the Initial Second Closing and any Additional Notes, (as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) ). The initial purchase and sale of the Notes to the Additional Purchasers shall take place remotely via at a closing (the electronic exchange of documents “Follow-On Closing”) to be held no later than sixty (60) days after the Initial Closing. Any Notes offered to the Other Investors that are not purchased by the Other Investors may be purchased by the Initial Purchasers or the Additional Purchasers on a pro rata basis to the Notes purchased by such other Purchasers or on such other basis as may be agreed upon by the Company and signatures on the Business Day on which all Purchasers holding at least 66 2/3% of the Transaction Documents have been executed and delivered principal outstanding under the then outstanding Notes. For purposes of this Agreement, the additional Notes purchased in the Follow-On Closing by Initial Purchasers or the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as participating Additional Purchasers are the “Initial ClosingAdditional Follow-On Notes”). (c) The Second Closing. After the Initial Closing and the Follow-On Closing, the Company may shall sell, in one or more closings and on the terms and conditions contained in this AgreementPurchasers shall purchase, Notes in the aggregate principal amount amounts set forth opposite each Purchaser’s name on Exhibit A (for Initial Purchasers) or Exhibit B (for Additional Purchasers) under the heading “Principal Amount of up Notes to $6,000,000 (collectively, Be Purchased at the “Additional Notes”), to one or more purchasers Second Closing.” Such purchase and sale shall take place at a closing (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Second Closing” and together with the Initial Closing, eachthe Follow-On Closing and the Final Closing (as defined below), the “Closings” and each individually a “Closing”) to be held no sooner than five (5) days and no later than ten (10) days following the approval by (A) the Board of Directors of the Company and (B) the Purchasers holding at least sixty-six and two-thirds percent (66 2/3%) of the principal amount of the outstanding Notes then held by all Purchasers of (i) a business plan and strategy for monetization of the Company’s corn CBP business and (ii) a plan for near- term acquisition opportunities for the Company (the “Second Closing Approval”); provided that if the Second Closing Approval does not occur on or before June 15, 2010, the Purchasers shall be relieved of their obligation to purchase any additional Notes hereunder. Notwithstanding the foregoing, if a Purchaser (an “Opting Out Purchaser”) obligated to purchase a Note at the Second Closing chooses not to purchase such Note at the Second Closing, such Opting Out Purchaser shall be relieved of its obligation to purchase such Note, but such Opting Out Purchaser shall be subject to the Mandatory Conversion described in Section 1.02(e). Each Purchaser shall give the Company notice, at least two (2) days prior to the Second Closing, if such Purchaser shall be an Opting Out Purchaser. Any Notes not purchased at the Second Closing by Opting Out Purchasers may be purchased at a final closing to be held within ten (10) days following the Second Closing (the “Final Closing”) by the other Purchasers on a pro rata basis to the Notes purchased by such other Purchasers or on such other basis as may be agreed upon by the Company and the parties purchasing such Purchasers holding at least 66 2/3% of the principal outstanding under the then outstanding Notes. For purposes of this Agreement, the additional Notes purchased in the Final Closing by Purchasers are the “Additional Opt Out Notes,” and together with the Additional Follow-On Notes, the “Additional Notes”. (d) The Closings. At each Closing, each Purchaser participating in such Closing will deliver to the Company as payment in full for the Note to be purchased by such Purchaser at such Closing, by (i) a check payable to the Company’s order, (ii) wire transfer of funds to the Company, or (iii) any combination of the foregoing. At each Closing, the payment Company will issue and deliver to each Purchaser participating in such Closing a duly executed Note in the principal amount funded by a such Purchaser of at such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds Closing. The Company shall send the Notes to the CompanyPurchasers at the addresses furnished to the Company for that purpose.

Purchase and Sale of Notes. (a) Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Issuer agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to use commercially reasonable efforts to place, the aggregate principal amount of Notes set forth on Schedule I hereto with investors on a private placement basis in accordance with the terms hereof. The Notes will be purchased at a price equal to $ 197,996,640.00. It is understood and agreed that the Initial Purchaser is not acquiring and has no obligation to acquire the Certificate and the Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Trust Agreement. It is further understood and agreed that the Initial Purchaser may retain the Notes, purchase the Notes for its own account, or sell the Notes to its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. The Notes sold hereby shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement. The Initial Purchaser shall have the right to reject, each in whole or in part, any offer received by it to purchase Notes and any such rejection by the Initial Purchaser shall not be deemed a breach of the agreements contained herein. (b) In addition, whether or not the transactions contemplated hereby shall be consummated, the Originator agrees to purchase pay (or cause to be paid by the Issuer) certain costs and expenses incidental to the Company agrees performance by the Originator of its obligations hereunder and under the documents to sell be executed and issue delivered in connection with the offering, issuance, sale, exchange and delivery of the Notes (the “Documents”), including, without duplication, (i) the reasonable and documented out-of-pocket fees and disbursements of counsel to each Purchaser at the Closing Originator; (ii) the reasonable and documented out-of-pocket fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses incurred in connection with the issuance of the Notes and their or its counsel, as applicable; (iii) the reasonable and documented out-of-pocket fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Notes in accordance with the Sale and Servicing Agreement; (iv) the reasonable and documented out-of-pocket fees and expenses of the accountants for the Originator, including the fees for the “comfort letters” or “agreed-upon procedures letters” required by the Initial Purchaser, and in connection with the valuation of the Retention Interest (as defined below) the principal amount of Notes in satisfaction of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to Credit Risk Retention Rules, any rating agency or any purchaser in connection with the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing offering, sale, issuance and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale delivery of the Notes shall take place remotely via Notes; (v) the electronic exchange reasonable and documented out-of-pocket expenses incurred in connection with the preparation and distribution of documents and signatures on each Memorandum, the Business Day on which all of Additional Offering Materials, the Transaction Documents have been executed and delivered by third party due diligence reports described in Section 4(a)(xli) hereof, the applicable parties thereto, marketing roadshow and all conditions precedent to (i) expenses incurred in connection with the Purchasers’ obligation to pay the Subscription Amount at such Closing, preparation and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Notes; (vii) the reasonable and documented out-of-pocket fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchaser; (viii) all reasonable and documented out-of-pocket fees and disbursements of counsel to the Initial Purchaser; (ix) the reasonable and documented out-of-pocket expenses in connection with the qualification of the Notes for offering and sale under state securities laws, including the reasonable and documented out-of-pocket fees and disbursements of counsel and, if necessary in the reasonable judgment of the Initial Purchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Notes; and (xi) the reasonable and documented out-of-pocket fees and expenses of any special counsel or other experts required to be retained by the Initial Purchaser to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Notes. Signature pages For the avoidance of doubt, the Initial Purchaser shall not be responsible for any such expenses. Notwithstanding the foregoing, none of the Originator, the Trust Depositor, the Servicer or the Issuer shall be added liable to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and Purchaser for loss of anticipated profits from the parties purchasing such Additional Notestransactions covered by this Agreement. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject 2B(1). Facility. Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential and Prudential Affiliates from time to time, the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including Agreement. The willingness of Prudential to consider such purchase of Notes is herein called the "Facility." At any notes issued at the Initial Closing and any Additional Notestime, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October Notes stated in Section 1, 2020 (minus the “Termination Date”), or such date as the Company aggregate principal amount of Notes purchased and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added sold pursuant to this Agreement prior to reflect such time, minus the aggregate principal amount of Additional Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the "Available Facility Amount" at each such closing (an “Additional Closing” time. For purposes of the preceding sentence, the aggregate principal amount of Notes and together Accepted Notes shall be calculated in Dollars with the Initial Closingaggregate principal amount of Notes or Accepted Notes denominated or to be denominated in any Available Currency other than Dollars being converted to Dollars at the rate of exchange used by Prudential to calculate the Dollar equivalent at the time of the applicable Acceptance under Section 2B(5). NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF NOTES, eachTHIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE NOTES, a “Closing”) and the parties purchasing such Additional NotesOR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject to Upon the following terms and conditions of this Agreementconditions, each Purchaser agrees to purchase and the Company agrees to shall issue and sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale each of the Notes Purchasers shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) purchase from the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes convertible promissory notes in the aggregate principal amount of up to Two Million Five Hundred Thousand Dollars ($6,000,000 2,500,000), bearing interest at the rate of eight percent (collectively8%) per annum, convertible into shares of the Company's common stock, no par value (the "Common Stock"), in substantially the form attached hereto as Exhibit B (the "Notes"). Upon the following terms and conditions, each of the Purchasers shall be issued Series A Warrants, in substantially the form attached hereto as Exhibit C (the "Series A Warrants"), Series B Warrants, in substantially the form attached hereto as Exhibit D (the "Series B Warrants"), Series C Warrants, in substantially the form attached hereto as Exhibit E (the "Series C Warrants"), and Series D Warrants, in substantially the form attached hereto as Exhibit F (the "Series D Warrants" and, together with the Series A Warrants, the “Additional Notes”Series B Warrants and the Series C Warrants, the "Warrants"), to one or more purchasers (purchase the “Additional Purchasers”) reasonably acceptable to the Companynumber of shares of Common Stock, provided that (A) set forth opposite such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Purchaser's name on Exhibit A hereto. The Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by Purchasers are executing and delivering a counterpart signature page to each this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") or Section 4(2) of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional NotesSecurities Act. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject to the terms and conditions of this Agreementand in reliance upon the representations and warranties set forth herein, each the Trust agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase and use commercially reasonable efforts to place, the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the aggregate principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page heretoSchedule I hereto with investors on a private placement basis in accordance with the terms hereof. The Notes issued will be purchased at a price of 97.5%. It is understood and agreed that the Initial Purchaser is not acquiring and has no obligation to acquire the Certificate and the Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Purchasers pursuant to this Agreement (including any notes issued at Trust Agreement. It is further understood and agreed that the Initial Closing Purchaser may retain the Notes, purchase the Notes for its own account, or sell the Notes to its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. The Notes sold hereby shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement. The Initial Purchaser shall have the right to reject, in whole or in part, any offer received by it to purchase Notes and any Additional Notes, as defined below) such rejection by the Initial Purchaser shall not be referred to in this Agreement as deemed a breach of the “Notes.” Each Note shall be in the form attached hereto as Exhibit A heretoagreements contained herein. (b) The initial purchase In addition, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to pay (or cause to be paid by the Trust) certain costs and sale expenses incidental to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale, exchange and delivery of the Notes shall take place remotely via (the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto“Documents”), and all conditions precedent to including, without duplication, (i) the Purchasers’ obligation fees and disbursements of counsel to pay the Subscription Amount at such Closing, and Company; (ii) the Companyfees and expenses of any trustees or custodian due to such trustees’ or custodian’s obligations to deliver initial expenses incurred in connection with the Securities to be issued issuance of the Notes and sold at such Closingtheir or its counsel, as applicable; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Notes or in each case, have been satisfied or waived, but in no event later than connection with the tenth Business Day following transactions; (iv) the date hereof (such initial closing is referred to herein as fees and expenses of the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to accountants for the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (including the fees for the “Termination Date”)comfort letters” or “agreed-upon procedures letters” required by the Initial Purchaser, any rating agency or such date as any purchaser in connection with the Company offering, sale, issuance and a Majority delivery of the Notes; (v) all expenses incurred in Interest may mutually agree upon; connection with the preparation and (B) distribution of each Memorandum, the Additional Purchaser shall become a party to Offering Materials and other disclosure materials prepared and distributed and all expenses incurred in connection with the Transaction Documents by executing preparation and delivering a counterpart signature page to each distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchaser; (viii) all reasonable fees and disbursements of counsel to the Initial Purchaser; (ix) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if necessary in the reasonable judgment of the Initial Purchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Notes; and (xi) the fees and expenses of any special counsel or other experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Notes. Signature pages Notwithstanding the foregoing, none of the Company, the Trust Depositor or the Trust shall be added liable to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and Purchaser for loss of anticipated profits from the parties purchasing such Additional Notestransactions covered by this Agreement. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject The Company hereby agrees to borrow, and Investors hereby severally, and not jointly, agree to loan to the terms and conditions of this AgreementCompany, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of amounts (each a “Loan” and collectively the Company as is “Loans”) set forth opposite such Purchaser’s name under the heading “Principal Amount of Loan” on such Purchaser’s signature page Exhibit B attached hereto. The Notes issued . (b) Each Loan shall be separately evidenced by and subject to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notesprovisions of a Convertible Secured Subordinated Promissory Note, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be substantially in the form attached hereto as Exhibit A hereto. C (beach a “Note,” and collectively, the “Notes”) The initial purchase to be executed by the Company and sale delivered to each Investor in respect of the Notes shall take place remotely via the electronic exchange of documents and signatures such Investor’s applicable Loan amount on the Business Day on which all applicable Closing Date (as defined below). Upon the execution of this Agreement, each Investor shall deliver his/its applicable Loan amount to the Transaction Documents have been executed Company by check or electronic transfer of immediately available funds to such account as the Company shall specify in writing to such Investor and delivered by the Company shall promptly deliver the applicable parties thereto, and all conditions precedent Note to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”)Investor. (c) After Notwithstanding the Initial Closingseparate payment obligations of the Company to each Investor under this Agreement and each Note, the Parties agree that all payments made by the Company may sellhereunder and under the Notes shall be made pro rata among the Investors, in one without any preference to any Investor, whether such payments are made before or more closings and on the terms and conditions contained in this Agreement, Notes following an Event of Default (as defined in the aggregate principal Notes). In such regard, if and to the extent the Company fails to pay the full amount of up due and owing to $6,000,000 (collectivelyInvestors hereunder and under the Notes, the “Additional Notes”aggregate amount (if any) actually paid to Investors shall be divided among them pro rata in relation to the original principal amounts of their respective Loans. To the extent the Company gives any payment-related preference to any Investor in violation of this Section 2.1(c), such Investor shall, upon being made aware of such payment preference, forward the applicable portion of such payment to one or more purchasers (the “Additional Purchasers”) reasonably acceptable each other Investor to correct such violation by the Company. In such event, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as records of the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages Investors shall be added to this Agreement adjusted to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notesredistributed payments. (d) At The occurrence of any Event of Default under the Notes shall constitute an “Event of Default” under this Agreement. Upon the occurrence of an Event of Default, each ClosingInvestor may, the payment at its option, accelerate and make immediately payable all sums of principal and interest outstanding and unpaid under its Loan, without demand, presentment or notice, all of which are hereby expressly waived by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company. (e) Upon the occurrence and during the continuation of an Event of Default, each Investor may, at its sole election, without notice of such election and without demand, exercise any one or more of the rights or remedies available to Investors at law or in equity.

Purchase and Sale of Notes. (a) Subject to the terms and conditions of this Agreementand in reliance upon the representations and warranties set forth herein, each the Trust agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase and use commercially reasonable efforts to place, the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the aggregate principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page heretoSchedule I hereto with investors on a private placement basis in accordance with the terms hereof. The Notes issued will be purchased at a price of 100%. It is understood and agreed that the Initial Purchaser is not acquiring and has no obligation to acquire the Certificate and the Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Purchasers pursuant to this Agreement (including any notes issued at Trust Agreement. It is further understood and agreed that the Initial Closing Purchaser may retain the Notes, purchase the Notes for its own account, or sell the Notes to its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. The Notes sold hereby shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement. The Initial Purchaser shall have the right to reject, in whole or in part, any offer received by it to purchase Notes and any Additional Notes, as defined below) such rejection by the Initial Purchaser shall not be referred to in this Agreement as deemed a breach of the “Notes.” Each Note shall be in the form attached hereto as Exhibit A heretoagreements contained herein. (b) The initial purchase In addition, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to pay (or cause to be paid by the Trust) certain costs and sale expenses incidental to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale, exchange and delivery of the Notes shall take place remotely via (the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto“Documents”), and all conditions precedent to including, without duplication, (i) the Purchasers’ obligation fees and disbursements of counsel to pay the Subscription Amount at such Closing, and Company; (ii) the Companyfees and expenses of any trustees or custodian due to such trustees’ or custodian’s obligations to deliver initial expenses incurred in connection with the Securities to be issued issuance of the Notes and sold at such Closingtheir or its counsel, as applicable; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Notes or in each case, have been satisfied or waived, but in no event later than connection with the tenth Business Day following transactions; (iv) the date hereof (such initial closing is referred to herein as fees and expenses of the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to accountants for the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (including the fees for the “Termination Date”)comfort letters” or “agreed-upon procedures letters” required by the Initial Purchaser, any rating agency or such date as any purchaser in connection with the Company offering, sale, issuance and a Majority delivery of the Notes; (v) all expenses incurred in Interest may mutually agree upon; connection with the preparation and (B) distribution of each Memorandum, the Additional Purchaser shall become a party to Offering Materials and other disclosure materials prepared and distributed and all expenses incurred in connection with the Transaction Documents by executing preparation and delivering a counterpart signature page to each distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchaser; (viii) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Securities by The Depositary Trust Company (“DTC”) for “book-entry” transfer, (ix) all reasonable fees and disbursements of counsel to the Initial Purchaser; (x) all expenses in connection with the qualification of the Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if necessary in the reasonable judgment of the Initial Purchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (xi) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Notes; and (xii) the fees and expenses of any special counsel or other experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Notes. Signature pages Notwithstanding the foregoing, none of the Company, the Trust Depositor or the Trust shall be added liable to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and Purchaser for loss of anticipated profits from the parties purchasing such Additional Notestransactions covered by this Agreement. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject The Borrowers jointly and severally agree to issue and sell to each Purchaser, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, each Purchaser severally agrees to purchase purchase, the Notes as follows: (a) At the initial closing (the "Initial Closing") to be held at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, High Street Tower, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, xx 10:00 a.m. local time, on the date on which this Agreement is executed and delivered (the Company agrees to "Initial Closing Date"), the Borrowers will issue and sell and issue one Note to each Purchaser at Purchaser, dated the Initial Closing (as defined below) Date and payable to the order of such Purchaser, in the principal amount of Notes of the Company as is set forth opposite such Purchaser’s 's name on such Purchaser’s signature page hereto. The Exhibit 2.02, and the Company will issue to each Purchaser one Warrant (as provided in Section 3.02(a)), against receipt of funds by wire transfer to an account or accounts designated by the Company prior to the Initial Closing in the amount of $10,000,000, in payment of the full purchase price for the Notes and the Warrants issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A heretoClosing. (b) The initial purchase and sale of the up to an additional $2,000,000 aggregate principal amount of Notes shall take place remotely via at a closing (the electronic exchange "Takedown Closing"), to be held at the offices of documents Testx, Xxrwxxx & Xhibxxxxx, XXP, High Street Tower, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, xx 10:00 a.m. local time, which shall take place after the Initial Closing and signatures on prior to December 31, 1999, upon written notice (the Business Day on which all "Takedown Notice") given by the Company to the Purchasers at least twenty (20) calendar days prior to the date of the Transaction Documents have been executed and delivered by Takedown Closing (the applicable parties thereto, and all conditions precedent to "Takedown Closing Date"). The Takedown Notice shall specify (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, Takedown Closing Date and (ii) the Company’s obligations to deliver aggregate principal amount (the Securities "Takedown Principal") of the Notes to be issued and sold at such the Takedown Closing, which Takedown Principal shall not be greater than $2,000,000 in each case, have been satisfied or waived, but in no event later than the tenth Business Day following aggregate. At the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Takedown Closing, the Company may sellBorrowers will issue and sell to each Purchaser one Note, in one or more closings dated the Takedown Closing Date and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount equal to such Purchaser's Pro Rata Share (as such term is defined below) of up the Takedown Principal, and the Company will issue to $6,000,000 each Purchaser one Warrant (collectively, the “Additional Notes”as provided in Section 3.02(b)), against receipt of funds by wire transfer to one an account or more purchasers (accounts designated by the “Additional Purchasers”) reasonably acceptable Company prior to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority Takedown Closing in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional the Takedown Principal, in payment of the purchase price for the Notes purchased and Warrants issued to the Purchasers at each such closing (an “Additional the Takedown Closing” and together with . Except as otherwise set forth herein, no amendment of this Agreement shall be required for the Takedown Closing. Notwithstanding the foregoing, the Purchasers' obligation to purchase any Notes from the Company at the Initial Closing, each, a “Closing”) Closing and the parties purchasing such Additional Notes. (d) At Takedown Closing shall be in each Closingcase subject to the satisfaction of all of the conditions specified in Article IV of this Agreement. For purposes of this Section 2.02(b), the payment by a term "Pro Rata Share" with respect to each Purchaser of shall mean the percentage set opposite such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to 's name under the Companyheading "Pro Rata Share of Notes" on Exhibit 2.02.

Purchase and Sale of Notes. (a) Subject 1.1 MDCV hereby agrees to the terms issue and conditions of this Agreementsell to each Investor, and each Purchaser Investor hereby agrees to purchase and the Company agrees to sell and issue to each Purchaser at from MDCV on the Closing Date (as defined belowhereinafter defined) a Convertible Promissory Note (each a “Note” and collectively, the “Notes”), in the principal amount of Notes of the Company as is set forth opposite such PurchaserInvestor’s name on Exhibit A, and a five-year warrant for the purchase of the number of shares of MDCV common stock set forth opposite such PurchaserInvestor’s signature page heretoname on Exhibit A (each a “Bridge Warrant” and collectively, the “Bridge Warrants”). The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. B. The Bridge Warrants shall be in the form attached as Exhibit C. Within 10 days of the issuance of Next Shares (as defined herein), each Investor will be required to elect one of the following two alternatives: (1) convert the outstanding principal of, and accrued but unpaid interest on, the Note into a number of Next Shares equal to (a) the amount of the Note being converted divided by (b) The initial purchase and sale 80% of the Notes shall take place remotely via per share sales price or per unit sales price, as applicable, of the electronic Next Shares (but not to exceed $1.49), and retain the Bridge Warrant (“Alternative 1”), or (2) surrender the Note and the Bridge Warrant to MDCV in exchange for the issuance of a number of Next Shares and any accompanying warrants issuable in connection with the Next Shares (the “Additional Warrants”), equal to the amount of such securities that could be purchased using the outstanding principal of, and accrued but unpaid interest on, the Note (“Alternative 2”). MDCV will provide each Investor with written notice as soon as practicable following the issuance of Next Shares. If any Investor fails to make his, her, or its election within 10 days of the issuance of the Next Shares, such Investor will be deemed to have elected Alternative 1. The Notes, the Next Shares issuable upon conversion of the Notes, the Bridge Warrants, the shares issuable upon exercise of the Bridge Warrants, the Next Shares issuable upon exchange of documents and signatures on the Business Day on which all Notes, any Additional Warrants issuable upon exchange of the Transaction Documents have been executed and delivered by the applicable parties theretoNotes, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is shares issuable upon exercise of any Additional Warrants are sometimes referred to herein as “Securities.” The term “Next Shares” mean the “Initial Closing”). (c) After equity securities issuable by MDCV in connection with MDCV’s next round of equity financing subsequent to the Initial Closingdate of this Agreement, the Company may sell, in one or more closings and on subject to the terms and conditions contained in this Agreement, Notes set forth in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional NotesNote. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject 2B(1). Facility. Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential and Prudential Affiliates from time to time, the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred Agreement. The willingness of Prudential to in this Agreement as consider such purchase of Notes is herein called the “NotesFacility.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties theretoAt any time, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October Notes stated in Section 1, 2020 (minus the “Termination Date”), or such date as the Company aggregate principal amount of Notes purchased and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added sold pursuant to this Agreement prior to reflect such time, minus the aggregate principal amount of Additional Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at each such closing (an “Additional Closing” time. For purposes of the preceding sentence, the aggregate principal amount of Notes and together Accepted Notes shall be calculated in Dollars with the Initial Closingaggregate principal amount of Notes or Accepted Notes denominated or to be denominated in any Available Currency other than Dollars being converted to Dollars at the rate of exchange used by Prudential to calculate the Dollar equivalent at the time of the applicable Acceptance under Section 2B(5). NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF NOTES, eachTHIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE NOTES, a “Closing”) and the parties purchasing such Additional NotesOR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

Purchase and Sale of Notes. (a) Subject to a Purchaser's execution of a counterpart signature page to this Agreement and the amendment of Schedule I hereto to set forth the aggregate principal amount of Notes to be purchased by such Purchaser and such other information with respect to such Purchaser as is required to be set forth on Schedule I, the Company agrees to sell to such Purchaser, and upon and subject to the terms and conditions hereof and in reliance upon the representations and warranties of this Agreementthe Company contained herein, each such Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) from the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up specified opposite such Purchaser's name in Schedule I hereto at a purchase price equal to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers principal amount thereof (the “Additional Purchasers”) reasonably acceptable "Purchase Price"). The Company will deliver to each Purchaser, at the Companyoffices of Alstxx & Xird, provided that (A) 1201 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 xx such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date other location as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional such Purchaser shall become a party to agree in writing, one or more duly executed Notes, registered in such Purchaser's name or the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser name of such Purchaser’s Subscription Amount may 's nominee, and in the aggregate principal amount specified opposite such Purchaser's name in Schedule I hereto. The delivery of such Notes shall be made via to such Purchaser's against payment by wire transfer or a certified check in of immediately available funds to the account of the Company, Acct. No. ____________ at LaSalle National Bank, 135 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, XXA #_________, with notice of payment to _________________, in the amount of the Purchase Price of such Notes, on the time and date of closing upon which the Company and such Purchaser shall agree in writing (such time and date being hereinafter called the "Closing Date"). Each Purchaser agrees that Schedule I may be amended without such Purchaser's consent to add to such Schedule the aggregate principal amount of Notes to be purchased by a Person becoming a Purchaser and such other information with respect to such Person as is required to be set forth on Schedule I. The Company agrees to deliver to each existing Purchaser, at least 15 days prior to the issuance of any additional Notes hereunder, written notice of such issuance, which notice shall set forth the identity of the prospective Purchaser, the aggregate principal amount of Notes to be issued and the proposed amendments to be made to Schedule I in connection with such issuance. If on a Closing Date the Company shall fail to tender the appropriate Notes to a Purchaser as provided above in this Section 1.2, or any of the conditions specified in Section 4 hereof shall not have been fulfilled to such Purchaser's satisfaction, at such Purchaser's election such Purchaser shall be relieved of all obligations under this Agreement, without thereby waiving any other rights such Purchaser may have by reason of such failure or such nonfulfillment.

Purchase and Sale of Notes. (a) Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Issuer agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to use commercially reasonable efforts to place, the aggregate principal amount of Notes set forth on Schedule I hereto with investors on a private placement basis in accordance with the terms hereof. The Notes will be purchased at a price equal to $249,994,950, subject to the payment by the undersigned to the Initial Purchaser of the “Financing Fee” as set forth in the letter agreement dated December 11, 2018 from the Initial Purchaser to the Originator (as amended, restated, supplemented or modified from time to time, the “Initial Purchaser Engagement Letter”). It is understood and agreed that the Initial Purchaser is not acquiring and has no obligation to acquire the Certificate and the Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Trust Agreement. It is further understood and agreed that (i) the Initial Purchaser may retain the Notes, purchase the Notes for its own account, or sell the Notes to its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture and that (ii) MUFG and Xxxxx Fargo will act as Co-Managers (collectively the “Co-Managers”). The Notes sold hereby shall be issued and sold free from all liens, charges and encumbrances, equities and other third party rights of any nature whatsoever, together with all rights of any nature whatsoever attaching or accruing to them now or after the date of this Agreement. The Initial Purchaser shall have the right to reject, each in whole or in part, any offer received by it to purchase Notes and any such rejection by the Initial Purchaser shall not be deemed a breach of the agreements contained herein. (b) In addition, whether or not the transactions contemplated hereby shall be consummated, the Originator agrees to purchase pay (or cause to be paid by the Issuer) certain costs and expenses incidental to the Company agrees performance by the Originator of its obligations hereunder and under the documents to sell be executed and issue delivered in connection with the offering, issuance, sale, exchange and delivery of the Notes (the “Documents”), including, without duplication, (i) the reasonable and documented out-of-pocket fees and disbursements of counsel to each Purchaser at the Closing Originator; (ii) the reasonable and documented out-of-pocket fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses incurred in connection with the issuance of the Notes and their or its counsel, as applicable; (iii) the reasonable and documented out-of-pocket fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Notes in accordance with the Sale and Servicing Agreement; (iv) the reasonable and documented out-of-pocket fees and expenses of the accountants for the Originator, including the fees for the “comfort letters” or “agreed-upon procedures letters” required by the Initial Purchaser, and in connection with the valuation of the Retention Interest (as defined below) the principal amount of Notes in satisfaction of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to Credit Risk Retention Rules, any rating agency or any purchaser in connection with the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing offering, sale, issuance and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale delivery of the Notes shall take place remotely via Notes; (v) the electronic exchange reasonable and documented out-of-pocket expenses incurred in connection with the preparation and distribution of documents and signatures on each Memorandum, the Business Day on which all of Additional Offering Materials, the Transaction Documents have been executed and delivered by third party due diligence reports described in Section 4(a)(xxxvii) hereof, the applicable parties thereto, marketing roadshow and all conditions precedent to (i) expenses incurred in connection with the Purchasers’ obligation to pay the Subscription Amount at such Closing, preparation and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Notes; (vii) the reasonable and documented out-of-pocket fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchaser; (viii) all reasonable and documented out-of-pocket fees and disbursements of counsel to the Initial Purchaser and the Co-Managers; (ix) the reasonable and documented out-of-pocket expenses in connection with the qualification of the Notes for offering and sale under state securities laws, including the reasonable and documented out-of-pocket fees and disbursements of counsel and, if necessary in the reasonable judgment of the Initial Purchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Notes; and (xi) the reasonable and documented out-of-pocket fees and expenses of any special counsel or other experts required to be retained by the Initial Purchaser and the Co-Managers to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Notes. Signature pages For the avoidance of doubt, the Initial Purchaser and the Co-Managers shall not be responsible for any such expenses. Notwithstanding the foregoing, none of the Originator, the Trust Depositor, the Servicer or the Issuer shall be added liable to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and Purchaser or the parties purchasing such Additional NotesCo-Managers for loss of anticipated profits from the transactions covered by this Agreement. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.