Common use of Purchase and Sale of the Units Clause in Contracts

Purchase and Sale of the Units. (a) Subject to the terms and conditions set forth herein, on the Closing Date, Aurora shall execute and deliver to each Purchaser the number of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto. (b) Anything in paragraph (a) above to the contrary notwithstanding, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser in Annex I hereto, together with interest accrued thereon to the Closing Date; and (ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times the number of Units to be purchased by such Purchaser hereunder, as may be reduced pursuant to Section 1.02(b) above, less the amount of principal and interest surrendered under clause (i) above).

Purchase and Sale of the Units. (a) Subject to Upon the terms and subject to the satisfaction or waiver, if permissible, of all the conditions set forth herein, on at the Closing DateClosing, Aurora shall execute Tree agrees to and will sell, transfer, assign and deliver to Buyer at the Closing, and Buyer agrees to and will purchase and accept from Tree, on the terms and subject to the conditions set forth in this Agreement, all right, title and interest in and to an aggregate of 90,000,000 Units of membership interests, constituting all of the issued and outstanding units of membership interests of the Company, free and clear of any Liens. Simultaneous with the Closing of the transactions contemplated by this Agreement (a) Tree shall deliver to PNP an agreement signed by each Purchaser of the number Company’s creditors identified on Exhibit A (the “Creditors”), pursuant to which the Creditors agree to release the Company from all Liens and liabilities to the Creditors effective at the Closing in exchange for payment to the Creditors of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) amounts set forth opposite such Purchaser's name in Annex I hereto. their names on Exhibit A (the “Debt Payoffs”); (b) Anything in paragraph Tree shall deliver to PNP the Note Modification Agreement entered into by Ford Motor Company (a) above “Ford”), Tree and the Company prior to the contrary notwithstanding, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant Closing with respect to the Rights Offering) shall have elected Series C Junior Secured Note which reduces the balance due under the Series C Junior Secured Note to purchase Units pursuant thereto and shall have complied an amount that, together with the requirements principal and interest under the Series A Junior Secured Note, equals the purchase price for payment therefor, the number of Units to be purchased by each Purchaser shall be reduced pro tanto Ford Notes under the Ford Purchase Agreement (subject to rounding to the nearest one-tenth of a Unit“Note Modification Agreement”), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders. ; and (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII Buyer shall on the Closing Date: acquire from Ford (i) surrender all of the membership interests of a special purpose entity called GLA Real Estate Holdings, LLC (“GLARE”), which owns title to Aurora for cancellation a Demand Notefive parcels of real estate that the Company currently leases from Ford in Wilson, in North Carolina; Seguin, Texas; Tampa, Florida; Chandler, Arizona; and Las Vegas, Nevada (the principal amount set forth opposite the name of such Purchaser in Annex I hereto“Ford Real Estate”), together with interest accrued thereon to the Closing Date; and and (ii) deliver to Aurora a certified or official bank check in New York Clearing House funds that certain Promissory Note and related credit documents dated June 4, 2003, executed by Tree and the Company and payable to the order of Aurora Ford in an the original principal amount equal of $7,100,000, together with all accrued interest, fees, expenses, obligations, claims, rights and interests therein (the “Series A Junior Secured Note”), and that certain Promissory Note and related credit documents dated June 4, 2003 executed by Tree and the Company and payable to the order of Ford in the original principal amount of $2,200 times the number of Units to be purchased by such Purchaser hereunder7,400,000, as may be reduced modified by the Note Modification Agreement (the “Series C Junior Secured Note and, collectively with the Series A Junior Secured Note, the “Ford Notes”), all pursuant to Section 1.02(b) above, less a definitive agreement between Buyer and Ford that is satisfactory to Buyer in its sole and absolute discretion (the amount of principal and interest surrendered under clause (i) above“Ford Purchase Agreement”).

Purchase and Sale of the Units. (a) Subject to the terms and conditions herein set forth hereinforth, on the Closing DatePartnership agrees to issue and sell 4,000,000 Firm Units to the several Underwriters, Aurora shall execute and deliver each of the Underwriters agrees, severally and not jointly, to each Purchaser purchase the number of Firm Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto. (b) Anything in paragraph (a) above to the contrary notwithstanding, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser Underwriter in Annex Schedule I heretohereto at a purchase price per Common Unit of $18.66. (b) In addition, together with interest accrued thereon subject to the Closing Date; and (ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable terms and conditions herein set forth, each of the Selling Unitholders hereby grants to the order of Aurora in an amount equal Underwriters the right to $2,200 times purchase at their election up to the number of Optional Units set forth opposite such Selling Unitholder’s name in Schedule II hereto, severally and not jointly, for the sole purpose of covering sales of Common Units in excess of the number of Firm Units. The purchase price for each Option Unit shall be the same purchase price to be paid by the Underwriters for each Firm Unit, as set forth in clause (a) of this Section 3; provided, however, that the price paid by the Underwriters for any Optional Units shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Firm Units but not payable on such Optional Units. Any such election to purchase Optional Units may be exercised only by written notice from you to the Selling Unitholders, with a copy of such notice to be provided to Xxxxx Fargo Shareowner Services, as custodian for the Units to be sold by the Selling Unitholders (the “Custodian”) and the Partnership, each given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Units to be purchased by and the date on which such Purchaser hereunderOptional Units are to be delivered, as may determined by you but in no event earlier than the First Time of Delivery or, unless you and the Selling Unitholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. Any such election to purchase Optional Units shall be reduced pursuant made among the Selling Unitholders in proportion to Section 1.02(bthe maximum number of Optional Units to be sold by each Selling Unitholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase from the Selling Unitholders that portion of the number of Optional Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional units) abovedetermined by multiplying such number of Optional Units by a fraction, less the amount numerator of principal which is the maximum number of Optional Units such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and interest surrendered under clause (i) above)the denominator of which is the maximum number of Optional Units that all of the Underwriters are entitled to purchase hereunder.

Purchase and Sale of the Units. (a) Subject to the terms and conditions herein set forth hereinforth, on the Closing Date, Aurora shall execute and deliver to each Purchaser the number of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto. (b) Anything in paragraph (a) above the Partnership agrees to issue and sell to each of the contrary notwithstandingUnderwriters, in and each of the event that (A) the Rights Offering shall have become effective as herein contemplated Underwriters agrees, severally and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected not jointly, to purchase Units pursuant thereto and shall have complied with from the requirements for payment thereforPartnership, at a purchase price per unit of $16.8975, the number of Firm Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser Underwriter in Annex Schedule I hereto, together with interest accrued thereon hereto and (b) in the event and to the Closing Date; and extent that the Underwriters shall exercise the election to purchase Optional Units as provided below, the Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Partnership, at the purchase price per unit set forth in clause (iia) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times this Section 2, that portion of the number of Optional Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional units) determined by multiplying such number of Optional Units by a fraction, the numerator of which is the maximum number of Optional Units such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Units that all of the Underwriters are entitled to purchase hereunder. The Partnership hereby grants to the Underwriters the right to purchase at their election up to an aggregate of 1,650,000 Optional Units, at the purchase price per unit set forth in the paragraph above, for the sole purpose of covering sales of units in excess of the number of Firm Units. Any such election to purchase Optional Units may be exercised only by written notice from you to the Partnership, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Units to be purchased by and the date on which such Purchaser hereunderOptional Units are to be delivered, as may be reduced pursuant to Section 1.02(b) abovedetermined by you but in no event earlier than the First Time of Delivery or, less unless you and the amount Partnership otherwise agree in writing, earlier than two or later than ten business days after the date of principal and interest surrendered under clause (i) above)such notice.

Purchase and Sale of the Units. (a) Subject to the terms and conditions herein set forth hereinforth, on the Closing Date, Aurora shall execute and deliver to each Purchaser the number of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto. (b) Anything in paragraph (a) above the Company agrees to issue and sell to each of the contrary notwithstandingUnderwriters, in and each of the event that (A) the Rights Offering shall have become effective as herein contemplated Underwriters agrees, severally and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected not jointly, to purchase Units pursuant thereto and shall have complied with from the requirements for payment thereforCompany, at a purchase price per unit of $ , the number of Firm Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser Underwriter in Annex Schedule I hereto, together with interest accrued thereon hereto and (b) in the event and to the Closing Date; and extent that the Underwriters shall exercise the election to purchase Optional Units as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per unit set forth in clause (iia) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times this Section 2, that portion of the number of Optional Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional units) determined by multiplying such number of Optional Units by a fraction, the numerator of which is the maximum number of Optional Units such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Units that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to an aggregate of 2,625,000 Optional Units, at the purchase price per unit set forth in the paragraph above, for the sole purpose of covering sales of units in excess of the number of Firm Units. Any such election to purchase Optional Units may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Units to be purchased by and the date on which such Purchaser hereunderOptional Units are to be delivered, as may be reduced pursuant to Section 1.02(b) abovedetermined by you but in no event earlier than the First Time of Delivery or, less unless you and the amount Company otherwise agree in writing, earlier than two or later than ten business days after the date of principal and interest surrendered under clause (i) above)such notice.

Purchase and Sale of the Units. (a) Subject The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, such number of Units at a price of Twenty-Five Thousand Dollars ($25,000) per Unit (the "Unit Price") and for the aggregate subscription amount set forth on the signature page hereto. The Subscriber understands that this subscription is not binding upon the Company until the Company accepts it. The Subscriber acknowledges and understands that acceptance of this Subscription will be made only by a duly authorized representative of the Company executing and mailing or otherwise delivering to the Subscriber at the Subscriber's address set forth herein, a counterpart copy of the signature page to this Subscription Agreement indicating the Company's acceptance of this Subscription. The Company and X.X. Xxxxxxx & Company, LLC (the "Placement Agent") reserve the right, in their sole discretion for any reason whatsoever, to accept or reject this subscription in whole or in part. Following the acceptance of this Subscription Agreement by the Company and subject to the terms set forth in the Memorandum, and the receipt and acceptance by the Company of subscriptions to the Minimum Offering (defined below), the Company shall issue and deliver to Subscriber (i) a share certificate evidencing the applicable number of Shares subscribed for hereunder against payment in U.S. Dollars of the Purchase Price (as defined below) and (ii) a Warrant exercisable at $2.50 per share, subject to the terms and conditions set forth hereinin the Memorandum. If this subscription is rejected, on the Closing Date, Aurora Company and the Subscriber shall execute and deliver thereafter have no further rights or obligations to each Purchaser other under or in connection with this Subscription Agreement. If this subscription is not accepted by the number Company on or before the last day of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I heretoOffering Period, this subscription shall be deemed rejected. (b) Anything Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price for the Units set forth on the signature page hereof in paragraph an amount required to purchase and pay for the Units subscribed for hereunder (a) above the "Purchase Price"), which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the contrary notwithstanding, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders order of Aurora Common "Continental Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holdersTransfer & Trust Company - Pinpoint Recovery Solutions Corp. Escrow Account." (c) As payment Subscriber understands and acknowledges that this subscription is part of a private placement by the Company of up to $6,000,000 of Units, which offering is being made. on a "best efforts" basis, for a minimum of 80 Units (the "Minimum Offering") and a maximum of 240 Units (the "Maximum Offering"). Subscriber understands that payments hereunder as to the Minimum Offering will be held in a non-interest bearing escrow account established by the Company with Continental Stock Transfer & Trust Company as escrow agent, and will be released to the Company if subscriptions for the Minimum Offering are received and accepted by the Company within the Offering Period (as described in the Memorandum), including any extended period, subject to certain terms and conditions set forth in the Memorandum, including the completion of the acquisition of the assets of SALT. If subscriptions for the Minimum Offering are not received and accepted by the Company within the Offering Period (including any extended period), the funds held in such escrow account will be promptly returned to the subscribers in full without interest or deduction. If the Company or the Placement Agent rejects all or a portion of any subscription, a check will be promptly mailed to the Subscriber for all, or the appropriate portion of, the amount submitted with such Subscriber's subscription, without interest or deduction. All subscriptions received after subscriptions for the Units being purchased Minimum Offering have been received and accepted by it on the Closing DateCompany and the Placement Agent will be deposited in such escrow account until accepted by the Company and the Placement Agent, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on whereupon such subscription proceeds will be released by the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser in Annex I hereto, together with interest accrued thereon escrow agent to the Closing Date; and (ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times the number of Units to be purchased by such Purchaser hereunder, as may be reduced pursuant to Section 1.02(b) above, less the amount of principal and interest surrendered under clause (i) above)Company.

Purchase and Sale of the Units. (a) Subject to the terms and conditions herein set forth hereinforth, on the Closing Date, Aurora shall execute Partnership agrees to issue and deliver sell 5,600,000 units of the Firm Units and each Selling Unitholder agrees to each Purchaser sell the number of the Firm Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's Selling Unitholder’s name in Annex I Schedule II hereto. (b) Anything in paragraph (a) above , severally and not jointly, to the contrary notwithstandingseveral Underwriters, in and each of the event that (A) the Rights Offering shall have become effective as herein contemplated Underwriters agrees, severally and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected not jointly, to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Firm Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser Underwriter in Annex Schedule I heretohereto at a purchase price per unit of $24.696. (b) In addition, together with interest accrued thereon subject to the Closing Date; and (ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable terms and conditions herein set forth, each of the Selling Unitholders hereby grants to the order of Aurora in an amount equal Underwriters the right to $2,200 times purchase at their election up to the number of Optional Units set forth opposite such Selling Unitholder’s name in Schedule II hereto, severally and not jointly, for the sole purpose of covering sales of Common Units in excess of the number of Firm Units. The purchase price for each Option Unit shall be the same purchase price to be paid by the Underwriters for each Firm Unit, as set forth in clause (a) of this Section 3; provided, however, that the price paid by the Underwriters for any Optional Units shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Firm Units but not payable on such Optional Units. Any such election to purchase Optional Units may be exercised only by written notice from you to the Selling Unitholders, with a copy of such notice to be provided to Xxxxx Fargo Shareowner Services, as custodian for the Units to be sold by the Selling Unitholders (the “Custodian”) and the Partnership, each given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Units to be purchased by and the date on which such Purchaser hereunderOptional Units are to be delivered, as may determined by you but in no event earlier than the First Time of Delivery or, unless you and the Selling Unitholders otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. Any such election to purchase Optional Units shall be reduced pursuant made among the Selling Unitholders in proportion to Section 1.02(bthe maximum number of Optional Units to be sold by each Selling Unitholder as set forth in Schedule II hereto. Each Underwriter agrees, severally and not jointly, to purchase from the Selling Unitholders that portion of the number of Optional Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional units) abovedetermined by multiplying such number of Optional Units by a fraction, less the amount numerator of principal which is the maximum number of Optional Units such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and interest surrendered under clause (i) above)the denominator of which is the maximum number of Optional Units that all of the Underwriters are entitled to purchase hereunder.

Purchase and Sale of the Units. (a) Subject The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, units for the aggregate subscription amount set forth on the signature page hereto. The Subscriber understands that this subscription is not binding upon the Company until the Company accepts it. The Subscriber acknowledges and understands that acceptance of this Subscription will be made only by a duly authorized representative of the Company executing and mailing or otherwise delivering to the terms and conditions Subscriber at the Subscriber’s address set forth herein, on a counterpart copy of the Closing Datesignature page to this Subscription Agreement indicating the Company’s acceptance of this Subscription. The Company reserves the right, Aurora in its sole discretion for any reason whatsoever, to accept or reject this subscription in whole or in part. Following the acceptance of this Subscription Agreement by the Company, the Company shall execute issue and deliver to Subscriber the Units subscribed for hereunder against payment in U.S. Dollars of the Purchase Price (as defined below). If this subscription is rejected, the Company and the Subscriber shall thereafter have no further rights or obligations to each Purchaser other under or in connection with this Subscription Agreement. If this subscription is not accepted by the number Company on or before the last day of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I heretoOffering Period, this subscription shall be deemed rejected. (b) Anything Subscriber has hereby delivered and paid concurrently herewith the aggregate purchase price for the Unit set forth on the signature page hereof in paragraph an amount required to purchase and pay for the Unit subscribed for hereunder (a) above the “Purchase Price”), which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the contrary notwithstanding, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders order of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders.“Elephant Talk Communications Corp.” (c) As payment Subscriber understands and acknowledges that this subscription is part of a private placement by the Company of up to a minimum of $510,000 (the “Minimum Amount”) and a maximum of $4,200,000 in full for Units, which offering is being made on a “all-or-none” basis with respect to the Minimum Amount and a “best efforts” basis with respect to the Maximum Amount. Subscriber understands that Company must sell the Minimum Amount before it receives, and have the right to expend, the net proceeds from the sale of any Units. The proceeds from the sale of the Units being purchased by it on will be held in escrow until at least the Closing DateMinimum Amount is met, and against delivery thereof as aforesaidthe Company, each Purchaser other than WCAS VII shall on upon accepting subscriptions, at its discretion may immediately thereafter conduct a closing and expend the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser in Annex I hereto, together with interest accrued thereon to the Closing Date; and (ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times the number of Units to be purchased by such Purchaser hereunder, as may be reduced pursuant to Section 1.02(b) above, less the amount of principal and interest surrendered under clause (i) above)subscription proceeds.

Purchase and Sale of the Units. (a) Subject to the terms and conditions herein set forth hereinforth, on the Closing Date, Aurora shall execute and deliver to each Purchaser the number of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto. (b) Anything in paragraph (a) above the Company agrees to issue and sell to each of the contrary notwithstandingUnderwriters, in and each of the event that (A) the Rights Offering shall have become effective as herein contemplated Underwriters agrees, severally and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected not jointly, to purchase Units pursuant thereto and shall have complied with from the requirements for payment thereforCompany, at a purchase price per unit of $19.244375, the number of Firm Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser Underwriter in Annex Schedule I hereto, together with interest accrued thereon hereto and (b) in the event and to the Closing Date; and extent that the Underwriters shall exercise the election to purchase Optional Units as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per unit set forth in clause (iia) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times this Section 2, that portion of the number of Optional Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional units) determined by multiplying such number of Optional Units by a fraction, the numerator of which is the maximum number of Optional Units such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Units that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to an aggregate of 2,625,000 Optional Units, at the purchase price per unit set forth in the paragraph above, for the sole purpose of covering sales of units in excess of the number of Firm Units. Any such election to purchase Optional Units may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Units to be purchased by and the date on which such Purchaser hereunderOptional Units are to be delivered, as may be reduced pursuant to Section 1.02(b) abovedetermined by you but in no event earlier than the First Time of Delivery or, less unless you and the amount Company otherwise agree in writing, earlier than two or later than ten business days after the date of principal and interest surrendered under clause (i) above)such notice.

Purchase and Sale of the Units. (a) Subject to the terms and conditions set forth hereinof this Agreement, on the Firm Closing DateDate (as defined below), Aurora each of the Investors shall execute severally, and deliver not jointly, purchase, and the Company shall sell and issue to each Purchaser the Investors, the Firm Units in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for payment as specified in Section 3 below of an aggregate purchase price equal to the Per Unit Purchase Price multiplied by the number of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto. (b) Anything in paragraph (a) above to the contrary notwithstanding, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Firm Units to be purchased by each Purchaser Investor as set forth opposite the Investors’ names on the signature pages attached hereto. The Firm Units will not be certificated and the Firm Shares and the Firm Warrants included therein shall be reduced pro tanto immediately separable and shall trade separately. (subject b) The Company hereby grants to rounding each Investor the nontransferable option (the “Option”) to acquire Option Units in an amount equal to 50% of the Firm Units acquired by such Investor on the Firm Closing Date at the Per Option Unit Purchase Price. The Option may be exercised by an Investor in whole or in part and from time to time at any time on or prior to 5:00 p.m., New York time, on the date which is nine (9) months from the Firm Closing Date (as defined below) (the “Expiration Time”). Any Investor exercising its Option is hereinafter referred to as an “Exercising Investor.” Any Investor wishing to exercise its Option shall give written notice to the nearest one-tenth Company of a Unit)such exercise (an “Exercise Notice”) on or prior to the Expiration Time, so that the aggregate number of Units purchased by all the Purchasers which Exercise Notice shall be 15,000 minus irrevocable and shall specify the number of Option Units so to be acquired by such Investor and the date on which the Option exercise is to be consummated (an “Option Closing Date”), which Option Closing Date shall not be less than three (3) Business Days or more than five (5) Business Days after the date on which the Exercise Notice is given to the Company. Subject to the terms and conditions of this Agreement, on any Option Closing Date, the Exercising Investor shall purchase, and the Company shall sell and issue to such Exercising Investor, the Option Units set forth in the Exercising Investor’s Exercise Notice in exchange for payment as specified in Section 3 below of an aggregate purchase price equal to the Per Option Unit Purchase Price multiplied by the number of Option Units to be purchased by such holdersthe Exercising Investor on the Option Closing Date. The Option Units will not be certificated and the Option Shares and the Option Warrants included therein shall be immediately separable and shall trade separately. (c) As payment In the event that the Options granted to the Investors pursuant to Section 2(b) have not been exercised in full for on or prior to the Units being purchased by it Expiration Date, the Company shall provide written notice thereof to the Investors that have exercised their Options in full on or prior to the Expiration Date (the “Exercising Investors”) not later than 5:00 p.m., New York time, on the Closing Datesecond Business Day after the Expiration Time, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII which notice shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser in Annex I hereto, together with interest accrued thereon to the Closing Date; and (ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times specify the number of Option Units that have not been purchased by the other Investors (the “Remaining Option Units”). The Exercising Investors shall have the nontransferable right, exercisable in whole or in part and from time to time on or prior to 5:00 p.m., New York time, on the tenth Business Day following the Expiration Date (the “Additional Expiration Time”), to purchase some or all of the Remaining Option Units not purchased by the other Investors at the Per Option Unit Purchase Price. Any Participating Investor wishing to exercise its right to acquire some or all of the Remaining Option Units shall provide an Exercise Notice to the Company on or prior to the Additional Expiration Time, which Exercise Notice shall be irrevocable and shall specify the number of Remaining Option Units the Participating Investor wishes to acquire. An Exercising Investor delivering such an Exercise Notice with respect to the Remaining Option Units is hereinafter referred to as a “Participating Investor.” In the event that the number of Remaining Option Units available for sale exceeds the number of Remaining Option Units set forth in the Exercise Notices of the Participating Investors, the Remaining Option Units shall be allocated among the Participating Investors on a pro rata basis based on a fraction, the numerator of which is the number of Remaining Option Units sought to be purchased by a Participating Investor and the denominator of which is the number of Remaining Option Units sought to be purchased by all of the Participating Investors. No later than two (2) Business Days after the Additional Expiration Time, the Company shall notify each Participating Investor in writing of the number of Remaining Option Units allocated to such Investor pursuant hereto. On the fifth Business Day after the Additional Expiration Time (or such other time and date as the Company and the Participating Investors may agree), each Participating Investor shall purchase, and the Company shall sell and issue to such Participating Investor, the Remaining Option Units allocated to such Participating Investor in exchange for payment as specified in Section 3 below of an aggregate purchase price equal to the Per Option Unit Purchase Price multiplied by the number of Remaining Option Units to be purchased by such Purchaser hereunder, as may Participating Investor on the date specified above (which shall be reduced pursuant deemed to Section 1.02(b) above, less be an Option Closing Date). The Remaining Option Units will not be certificated and the amount of principal Option Shares and interest surrendered under clause (i) above)the Option Warrants included therein shall be immediately separable and shall trade separately.

Purchase and Sale of the Units. (a) Subject to the terms and conditions herein set forth hereinforth, on the Closing DatePartnership agrees to issue and sell 4,500,000 Firm Units to the several Underwriters, Aurora shall execute and deliver each of the Underwriters agrees, severally and not jointly, to each Purchaser purchase the number of Firm Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto. (b) Anything in paragraph (a) above to the contrary notwithstanding, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser Underwriter in Annex Schedule I heretohereto at a purchase price per Common Unit of $15.6812. (b) In addition, together with interest accrued thereon subject to the Closing Date; and (ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable terms and conditions herein set forth, the Partnership hereby grants to the order Underwriters the right to purchase at their election up to 675,000 Optional Units, severally and not jointly. The purchase price for each Optional Unit shall be the same purchase price to be paid by the Underwriters for each Firm Unit, as set forth in clause (a) of Aurora in this Section 2; provided, however, that the price paid by the Underwriters for any Optional Units shall be reduced by an amount per Common Unit equal to $2,200 times any distributions declared, paid or payable by the Partnership on the Firm Units but not payable on such Optional Units. Any such election to purchase Optional Units may be exercised only by written notice from you to the Partnership, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Units to be purchased by and the date on which such Purchaser hereunderOptional Units are to be delivered, as may determined by you but in no event earlier than the Initial Time of Delivery or, unless you and the Partnership otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. Each Underwriter agrees, severally and not jointly, to purchase from the Partnership that portion of the number of Optional Units as to which such election shall have been exercised (to be reduced pursuant adjusted by you so as to Section 1.02(beliminate fractional units) abovedetermined by multiplying such number of Optional Units by a fraction, less the amount numerator of principal which is the maximum number of Optional Units such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and interest surrendered under clause (i) above)the denominator of which is the maximum number of Optional Units that all of the Underwriters are entitled to purchase hereunder.

Purchase and Sale of the Units. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth hereinforth, on the Closing DatePartnership agrees to sell 8,500,000 Firm Units to the several Underwriters, Aurora shall execute and deliver each Underwriter agrees, severally and not jointly, to each Purchaser purchase from the Partnership the number of Firm Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's that Underwriter’s name in Annex I Schedule 1 hereto. The price of both the Firm Units (other than the Affiliate Units) and any Option Units purchased by the Underwriters shall be $11.54 per Unit, and the price of the Affiliate Units shall be $12.02 per Unit, which is the price to the public in the offering contemplated hereby; provided, however, that notwithstanding anything to the contrary in this Agreement, any Affiliate Units not purchased by Xxxxxx X. Xxxxxxxxx, members of his family or his or their affiliated entities shall be offered to the public as part of the public offering contemplated hereby, in which case such Affiliate Units shall be purchased from the Partnership by the Underwriters at a price equal to the price of the Firm Units other than the Affiliate Units as set forth in this Section 2(a). (b) Anything in paragraph (a) above Subject to the contrary notwithstandingterms and conditions and in reliance upon the representations and warranties herein set forth, in the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant Partnership grants to the Rights Offering) Underwriters an option to purchase, severally and not jointly, up to 1,275,000 Option Units at the same purchase price per unit as the Underwriters shall have elected pay for the Firm Units, less an amount per unit equal to purchase any dividends or distributions declared by the Partnership and payable on the Firm Units pursuant thereto but not payable on the Option Units. Said option may be exercised in whole or in part at any time and shall have complied with from time to time on or before the requirements for payment therefor, 30th day after the date of the Prospectus upon written notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option. The number of Option Units to be purchased by each Purchaser Underwriter shall be reduced pro tanto (subject to rounding to the nearest one-tenth same percentage of a Unit), so that the aggregate total number of Option Units to be purchased by all the Purchasers shall be 15,000 minus several Underwriters as the number of the Firm Units so purchased by such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser in Annex I hereto, together with interest accrued thereon Underwriter on Schedule 1 hereto bears to the Closing Date; and (ii) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times the aggregate number of Units the Firm Units, subject to be purchased by such Purchaser hereunderadjustments as the Representatives, as may be reduced pursuant in their absolute discretion, shall make to Section 1.02(b) above, less the amount of principal and interest surrendered under clause (i) above)eliminate any fractional units.

Purchase and Sale of the Units. (a) Subject to Upon the terms and subject to the conditions set forth hereinin this Agreement, on at the Closing DateClosing, Aurora each Seller shall execute sell, transfer and deliver to Buyer, and Buyer shall purchase from each Purchaser the number Seller, all of such Seller’s Company Units (consisting including all Company Units issued as a result of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such PurchaserNote Conversions) as set forth opposite such Purchaser's name in Annex I heretoon the Allocation Schedule, which Company Units shall be sold to Buyer free and clear of all Liens (other than Liens arising under applicable securities laws). (b) Anything in paragraph (a) above In full payment for the Company Units of such Seller and subject to the contrary notwithstanding, in provisions of this Agreement (including the event that (A) the Rights Offering shall have become effective as herein contemplated and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected to purchase Units pursuant thereto and shall have complied with the requirements for payment therefor, the number of Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a UnitOffset Right), so that Buyer shall deliver to each Seller the aggregate number following in respect of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by each such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing DateCompany Unit: (i) surrender within three (3) Business Days after the Closing Date, a book entry reflecting an amount of shares of Buyer’s Common Stock equal to Aurora for cancellation the Upfront Per Unit Stock Consideration; (ii) a Demand Notebook entry reflecting an amount of shares of Buyer’s Common Stock equal to the quotient of (x) the Indemnification Hold-Back Amount, in to the principal amount set forth opposite extent released to the name Sellers as provided herein, divided by (y) the Trailing Average Share Price calculated as of such Purchaser in Annex I heretothe Agreement Date, together with interest accrued thereon divided by (z) the number of Company Units issued and outstanding immediately prior to the Closing Date(including all Company Units issued as a result of the Note Conversions); (iii) If the Post-Closing Adjustment is a positive number, an amount of cash equal to the quotient of (x) the Post-Closing Adjustment, divided by (y) the number of Company Units issued and outstanding immediately prior to the Closing (including all Company Units issued as a result of the Note Conversions); (iv) an amount of cash equal to up to the quotient of (x) the Expense Fund Amount, to the extent released to the Sellers as provided herein, divided by (y) the number of Company Units issued and outstanding immediately prior to the Closing (including all Company Units issued as a result of the Note Conversions); and (iiv) deliver to Aurora within ten (10) Business Days after Buyer files with the SEC its quarterly report on Form 10-Q or its annual report on Form 10-K, in each case during the Earnout Period, a certified or official bank check in New York Clearing House funds payable book entry reflecting an amount of shares of Buyer’s Common Stock (the “Earnout Shares”) equal to the order quotient of Aurora (x) the Earnout Revenue actually received by Buyer during the fiscal quarter with respect to which such periodic report is filed (noting, in an amount equal to $2,200 times the instance of any Form 10-K, that the applicable quarter is the fourth quarter of the Company’s fiscal year at issue), divided by (y) the Trailing Average Share Price calculated as of the applicable Earnout Date, divided by (z) the number of Company Units issued and outstanding immediately prior to be purchased by such Purchaser hereunder, the Closing (including all Company Units issued as may be reduced pursuant to Section 1.02(b) above, less a result of the amount of principal and interest surrendered under clause (i) aboveNote Conversions).

Purchase and Sale of the Units. (a) Subject to the terms and conditions herein set forth hereinforth, on the Closing Date, Aurora shall execute and deliver to each Purchaser the number of Units (consisting of Aurora Senior Subordinated Notes and certificates representing shares of Aurora Preferred Stock registered in the name of such Purchaser) set forth opposite such Purchaser's name in Annex I hereto. (b) Anything in paragraph (a) above the Partnership agrees to issue and sell to each of the contrary notwithstandingUnderwriters, in and each of the event that (A) the Rights Offering shall have become effective as herein contemplated Underwriters agrees, severally and (B) holders of Aurora Common Stock (or transferees of stock purchase rights granted to such holders pursuant to the Rights Offering) shall have elected not jointly, to purchase Units pursuant thereto and shall have complied with from the requirements for payment thereforPartnership, at a purchase price per unit of $[ ], the number of Firm Units to be purchased by each Purchaser shall be reduced pro tanto (subject to rounding to the nearest one-tenth of a Unit), so that the aggregate number of Units purchased by all the Purchasers shall be 15,000 minus the number of Units so purchased by such holders. (c) As payment in full for the Units being purchased by it on the Closing Date, and against delivery thereof as aforesaid, each Purchaser other than WCAS VII shall on the Closing Date: (i) surrender to Aurora for cancellation a Demand Note, in the principal amount set forth opposite the name of such Purchaser Underwriter in Annex Schedule I hereto, together with interest accrued thereon hereto and (b) in the event and to the Closing Date; and extent that the Underwriters shall exercise the election to purchase Optional Units as provided below, the Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Partnership, at the purchase price per unit set forth in clause (iia) deliver to Aurora a certified or official bank check in New York Clearing House funds payable to the order of Aurora in an amount equal to $2,200 times this Section 2, that portion of the number of Optional Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional units) determined by multiplying such number of Optional Units by a fraction, the numerator of which is the maximum number of Optional Units such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Units that all of the Underwriters are entitled to purchase hereunder. The Partnership hereby grants to the Underwriters the right to purchase at their election up to an aggregate of [ ] Optional Units, at the purchase price per unit set forth in the paragraph above, for the sole purpose of covering sales of units in excess of the number of Firm Units. Any such election to purchase Optional Units may be exercised only by written notice from you to the Partnership, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Units to be purchased by and the date on which such Purchaser hereunderOptional Units are to be delivered, as may be reduced pursuant to Section 1.02(b) abovedetermined by you but in no event earlier than the First Time of Delivery or, less unless you and the amount Partnership otherwise agree in writing, earlier than two or later than ten business days after the date of principal and interest surrendered under clause (i) above)such notice.