Common use of Purchase Price Clause in Contracts

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. For (i) any purchase of the LMP Membership Interests in connection with the exercise of the AAG ROFR triggered by a proposed LMP Partial Transfer, (ii) any purchase of the LMP Membership Interests in connection with the exercise by the AAG Member of its option under Section 7.5(b), and (iii) any purchase of AAG Membership Interests under this Article VII, the purchase price shall be equal to the Company’s Agreed Value, multiplied by the Percentage Interest to be purchased (without applying any minority discount or similar valuation adjustment), to be determined as follows (the “Put/Call Price”): (a) The initial purchase price for the Shares will be calculated Except as set forth in Section 1.6(b) below (the 7.8(b), “Initial Purchase Price”). At the Closing, Purchaser Agreed Value” shall transfer be an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to eight and one half (8.5) times pre-tax income according to GAAP for the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses trailing 12- month period immediately preceding and (iii) the Loan Amount (the “Upfront Payment”) to the third party account ending as of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer last day of the Seller Shares, calendar month preceding the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in Put-Call Notice Date before distributions or dividends to Members and excluding one-time unusual expenses and any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoabove market employee compensation. (b) If Purchaser elects Notwithstanding anything herein to issue shares the contrary, if Xxxx Xxxxxxxx consents to a Board of Purchaser Common Stock in respect Directors determination to remove him as Dealer of some or all Record without Good Cause prior to the 5th anniversary of the Upfront PaymentEffective Date or if the AAG Member exercises its option under Section 7.5(b), then: then the “Agreed Value” shall be an amount equal to ten and one-half (i10.5) prior times pre-tax earnings according to such issuance GAAP for the trailing 12-month period immediately preceding and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties ending as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect last day of the Initial Purchase Price, divided by (y) calendar month preceding the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) Put-Call Notice Date before distributions or dividends to the extent that the Upfront Payment consists of cash Members and Purchaser Common Stock, each Seller shall receive the same proportion of cash excluding one-time unusual expenses and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingany above market employee compensation. (c) The Initial Purchase Price Notwithstanding the foregoing, the parties agree that the percentage of the Agreed Value (calculated as above) shall be determined as follows: (i) The Initial Purchase Price made in accordance with generally accepted accounting principles and without any discounts for a minority interest, by a firm of independent certified public accountants employed by the Company at the time such determination is necessary. Unless patently erroneous, the determination of such firm shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iiiconclusive on all parties. Fees charged and costs incurred by such firm shall be borne one-half (½) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: LMP Member and one- half (B½) and (C) The Acquired Company has successfully completed ***by AAG Member. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below Interests (the “Initial Purchase Price”). At ) shall equal the Closing, Purchaser shall transfer an amount sum of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow AmountsEstimated Closing Purchase Price, plus (ii) the Seller Funded Expenses and (iii) the Loan Adjustment Amount (the “Upfront Payment”) to the third party account of the Notary if applicable). The Purchase Price shall be paid in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, Section 2.05 and shall deliver be subject to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless adjustment as provided in Section 2.06 and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoSection 7.08. (b) If Purchaser elects Within 90 days after the Determination Date, Buyer will submit to issue shares of Purchaser Common Stock in respect of some or all Seller a schedule setting forth a proposed allocation of the Upfront Payment, then: Purchase Price (and any other relevant amounts for U.S. federal income tax purposes) (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting among the issuance of such shares from the registration requirements assets of the Securities Act Company and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect Subsidiary of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; Company that is disregarded as separate from Seller for U.S. federal income tax purposes and (ii) if Buyer timely provides the Section 338(h)(10) Election Notice pursuant to Section 7.07, among the extent that assets of each Company Group member for which a Section 338(h)(10) Election will be made, which allocation shall be prepared in accordance with Sections 338 and 1060 of the Upfront Payment consists Code and the Treasury Regulations issued thereunder (the “Proposed Allocation Schedule”). If, within 30 days following delivery of cash the Proposed Allocation Schedule, Seller does not notify Buyer in writing of its disagreement with the Proposed Allocation Schedule, the Proposed Allocation Schedule shall be final and Purchaser Common Stock, each binding. If Seller shall receive submits to Buyer a written notice of objection to any portion of the same proportion Proposed Allocation Schedule within 30 days of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole electionreceipt of the Proposed Allocation Schedule, Purchaser then the Parties shall execute the True-Up Agreement work in substantially the form attached hereto good faith for a period of 30 days (or such longer period as Exhibit D they may mutually agree) of Buyer’s receipt of such objection to resolve any and all disagreements with respect to the shares of Purchaser Common Stock issued Proposed Allocation Schedule and if they are able to each Seller do so electing. (c) The Initial Purchase Price shall make such revisions to the Proposed Allocation Schedule to reflect such resolution, which shall be determined as follows: (i) The Initial Purchase Price final and binding. If, within 30 days following Buyer’s receipt of such objection, Seller and Buyer are unable to resolve such disagreement, the Parties shall request an independent accounting firm to be mutually selected to make a final determination of any disputed items within 30 days and any such determination by the independent accounting firm shall be $45,000,000 plusfinal and binding. The costs of the independent accounting firm shall be borne equally by Seller and Buyer. In the event the Parties agree on the Proposed Allocation Schedule or revisions of such are deemed accepted and rendered final or resolved by the independent accounting firm (in each case, the “Final Allocation Schedule”), each Party will not (and will cause its Affiliates to not) take any position inconsistent with the Final Allocation Schedule on any Tax Return (including IRS Form 8594 and, if applicable, IRS Form 8883) or in any amounts payable pursuant audit, examination or other proceeding relating to Section 1.6(c)(iii) if (x) Taxes that is inconsistent with the Sellers’ Representative delivers a Milestone Completion Notice Final Allocation Schedule, except to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved extent otherwise required by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Applicable Law. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will be calculated as set forth in Section 1.6(b) below Purchased Assets (the “Initial Purchase Price”). At ) shall be (a) Forty-Five Million Six Hundred Thousand Dollars ($45,600,000.00) (the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common StockBase Amount”), (b) minus Buyer’s Advance Credit, if any, (c) plus or minus any adjustment determined pursuant to Section 2.04 hereof, and (d) the assumption of the Assumed Liabilities. A portion of the Purchase Price equal to the Initial Purchase Price minus (i) Escrow Amount shall be placed into an escrow account with the Escrow AmountsAgent and shall be available, (ii) the together with any interest accrued thereon, to satisfy any amounts owed by Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) Parties to the third party account of the Notary Buyer under this Agreement in accordance with the instructions terms of the escrow agreement substantially in the Notary Instruction Letter. Prior to the transfer form of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A Exhibit G attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationEscrow Agreement”). Unless Seller Parties and until Purchaser receives a Revised Proceeds Allocation, Sellers Buyer agree that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall be bound by allocated among the Proceeds Sellers and the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation set forth on Schedule Schedule”). A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all draft of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued Allocation Schedule shall be equal prepared by Buyer and delivered to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on Parent within 75 days following the Closing Date; (ii) Date for its approval. If Parent notifies Buyer in writing that Parent objects to one or more items reflected in the extent Allocation Schedule, Parent and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that the Upfront Payment consists of cash if Parent and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D Buyer are unable to resolve any dispute with respect to the shares Allocation Schedule within 105 days following the Closing Date, such dispute shall be resolved by the Independent Accountants. The fees and expenses of Purchaser Common Stock issued such accounting firm shall be borne equally by Parent and Advance America. Advance America and Seller Parties shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. Any adjustments to each Seller so electing. (c) The Initial the Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price 2.04 herein shall be $35,000,000, and allocated in no event shall a manner consistent with the Purchaser be obligated to pay Sellers any amounts in respect of the MilestonesAllocation Schedule. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price to be paid by the Company -------------- to the Executive or his Related Persons for the Put Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) with respect to shares of Preferred Stock, the Escrow Amounts, face value thereof and accrued dividends thereon and (ii) the Seller Funded Expenses with respect to shares of Class A Common Stock and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller SharesClass B Common Stock, the Notary shall hold the Upfront Payment on behalf pro rata ownership share of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one Executive and his Related Persons (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, determined (A) Sellers shall deliver with respect to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from ownership interest represented by the registration requirements of the Securities Act Put Shares constituting common stock and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (xon a fully-diluted basis) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price fair market value of the Purchaser Common Stock on Company as of the Qualified Stock Exchange on termination date. The fair market value of the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price Company shall be determined as follows: (i) Within 15 days after the Put Notice is received by the Company, the Company shall select an appraiser (the "Company Appraiser") to ----------------- determine the fair market value as of the termination date. The Initial Purchase Price Company Appraiser shall submit its written determination to the Company and Executive within 30 days after its engagement. Such appraisal shall be $45,000,000 plusbinding upon the parties, if applicableunless the Executive finds it unsatisfactory, any amounts payable pursuant to Section 1.6(c)(iiiin which event the provisions set forth in clause (ii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***below shall be invoked. (ii) In If the event Purchaser delivers a Purchase Election Notice appraisal made by the Company Appraiser is unsatisfactory to Executive, then within 15 days after the Company Appraiser's report is delivered to Executive, Executive shall engage an appraiser (the "Executive Appraiser") to determine the fair market value as of the termination ------------------- date. The Executive Appraiser shall submit its written determination to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price Company and Executive within 30 days after its engagement. Such appraisal shall be $35,000,000binding upon the parties, and unless the Company finds it unsatisfactory, in no which event the provisions set forth in clause (iii) below shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesinvoked. (iii) In addition If the appraisal prepared by the Executive Appraiser is unsatisfactory to the amounts specified in Section 1.6(c)(i)Company, then within 15 days after the Executive Appraiser's report is delivered to the Company, the Initial Purchase Price Company Appraiser and the Executive Appraiser shall mutually select a third appraiser to determine the fair market value of the Company as of the termination date, and such third appraiser shall submit its written determination to the parties within 30 days after its engagement, which determination shall be increased by binding upon the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestonesparties.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The Parties hereto agree that the Purchase Price shall be Nine Million, Five Hundred Thousand Dollars (a$9,500,000) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At The Parent and the Closing, Purchaser shall pay the Purchase Price to the Sellers or their designees as hereinafter provided (it being understood that the Parent and the Purchaser are jointly and severally liable for the obligation to pay the Purchase Price as hereinafter set forth): (a) On or prior to the date of this Agreement, Three Million Dollars ($3,000,000) shall be delivered by the Parent and the Purchaser by wire transfer an amount of cash (in United States dollars of immediately available funds)funds to an escrow account established by the Parent and the Purchaser’s counsel in such Parent and Purchaser’s counsel’s IOLTA Trust Account to be held by Parent and Purchaser’s counsel, as escrow agent under an escrow agreement entered into on or common stock, par value $0.001 per share, of Purchaser prior to the date hereof among the parties hereto and certain investors in the Parent’s securities (the “Purchaser Common StockEscrow Agreement”), equal said escrow funds to be paid to the Initial Purchase Price minus (i) Sellers at the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary Closing in accordance with the instructions in Escrow Agreement and this Agreement. (b) On or before the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one ninetieth (190th) Business Day of day following the Closing Date, the Notary Parent and the Purchaser shall pay to the Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto Two Million Dollars ($2,000,000) (the “Proceeds AllocationSecond Payment”) and in immediately available funds to the bank accounts or brokerage accounts so indicated an account specified by the Sellers. If there are any changes to Sellers in writing; provided that on or before the Proceeds Allocation after date hereof the Effective Date, Parent and the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless letter of credit in form and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred substance satisfactory to the Notary in respect of Sellers that secures the Initial Purchase Price, divided by (y) Parent and the closing price of Purchaser’s obligation to make the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingSecond Payment. (c) The Initial Purchase Price Parent and the Purchaser shall pay to the Sellers a continuing royalty on net cash (invoiced amount less sales refunds, returns, rebates, allowances and similar items) actually received by Purchaser or its Affiliates from sales of the Consumer Products, commencing with net cash actually received by the Purchaser or its Affiliates from and after the Closing Date and continuing until the total royalty paid to Sellers totals Four Million, Five Hundred Thousand Dollars ($4,500,000), calculated as set forth below. The Parent and the Purchaser shall make royalty payments under this Section 2.2(c) to the Sellers on a monthly basis in arrears within thirty days of each month end. Upon request, the Parent and the Purchaser shall provide PHMD with financial records reasonably required to verify net cash actually received by the Purchaser or its Affiliates from sales of the Consumer Products during the applicable period. PHMD may make such a request no more often than once every three months. The Parent and the Purchaser shall cooperate fully with PHMD with respect to these requests and shall provide reasonably requested records within 15 days of any such request. PHMD agrees to keep all records provided by the Parent and the Purchaser confidential and to either destroy or return the records to the Parent or the Purchaser upon completion of its audit. Any discrepancies found will be reviewed by the Parent and the Purchaser and, if confirmed, corrected by way of a refund or payment, as appropriate. In the event of confirmed discrepancies or a determination by the Independent Accountant (as defined below) that resulted in a shortfall to the Sellers of more than 5% of payments to which it was entitled for the time period in question, then, in addition to paying the amount of the shortfall, the Parent and the Purchaser shall reimburse PHMD for the reasonable costs of the audit (including fees and expenses of the Independent Accountant. In the event that Parent/Purchaser and PHMD cannot resolve any discrepancies within thirty (30) days of PHMD’s written notice thereof to Parent/Purchaser, then at any time thereafter, PHMD may submit the disputed items for final review and determination by an independent accountant of nationally recognized standing selected by the New York Regional Office of the American Arbitration Association in accordance with the procedures of the American Arbitration Association (the “Independent Accountant”). Each of the Parent/Purchaser and PHMD shall be determined party to the engagement letter entered into with the Independent Accountant. The Independent Accountant shall act as follows:an arbitrator to resolve the disputed items in question in accordance with the provisions and definitions in this Agreement. The Independent Accountant shall provide its final determination to the Purchaser/Parent and PHMD in writing with a reasonably detailed explanation of the reasons for its determinations. All such determinations shall be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error), and may be entered and enforced in any court having jurisdiction. All costs and expenses of the Independent Accountant shall be borne equally by Purchaser/Parent, on the one hand, and PHMD, on the other hand; provided, however, that if a determination by the Independent Accountant that resulted in a shortfall to the Sellers of more than 5% of payments to which it was entitled for the time period in question, then, in addition to paying the amount of the shortfall, the Parent and the Purchaser shall be solely responsible for all costs and expenses of the Independent Accountant. (i) Thirty-Five Percent (35%) of net cash (invoiced amount less sales refunds, returns, rebates, allowances and similar items) actually received by Purchaser or its Affiliates from the sale of all Consumer Products sold through live television promotions made through Home Shopping Network (HSN) in the United States, QVC in the European Union, and The Initial Purchase Price shall be $45,000,000 plusShopping Channel (TSC) in Canada, if applicable, any less (A) deductions for sales commissions actually paid and on-air costs incurred for those amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice collected related to the Purchaser during sale of Consumer Products made through HSN in the Put Option Period United States, QVC in the European Union, and The Shopping Channel (yTSC) each of the following milestones (eachin Canada, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) the cost of goods sold to generate such net cash; and (C) The Acquired Company has successfully completed ***. (ii) In Six Percent (6%) of net cash (invoiced amount less sales refunds, returns, rebates, allowances and similar items) actually received by Purchaser or its Affiliates from the event sale of all Consumer Products other than sales described in Section 2.2(c)(i). For the avoidance of doubt, in calculating net cash actually received by the Purchaser delivers a Purchase Election Notice or its Affiliates, (a) subject to clause (b) below, the Purchaser shall have the right to deduct all refunds, returns, rebates, allowances and similar items of any kind whatsoever, and (b) the maximum amount of refunds, returns, rebates, allowances and similar items for the period prior to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price Closing shall be capped at $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones500,000. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Upon the terms and subject to the conditions contained herein, as consideration for the purchase of all of the Target Shares held by the Sellers, the Buyer will be calculated as purchase such Target Shares for the consideration set forth in Section 1.6(b) below (the “Initial Purchase Price”"PURCHASE PRICE"). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial The Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses will be due and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined payable as follows: (i) The Initial Purchase Price Upon execution of this Agreement, ASSI will deliver One Million Two Hundred Fifty Thousand (1,250,000) Target Shares and Xxxxxx will deliver Thirty-One Thousand (31,000) Target Shares to an independent third party escrow agent ("ESCROW AGENT") to be held in an escrow account (the "ESCROW ACCOUNT") to be administered by Escrow Agent, which shall be $45,000,000 plusreleased to the Buyer at the Initial Closing, or if applicablethe Initial Closing does not occur on or before January 18, any amounts payable pursuant 2001 (as such date may be mutually extended in writing by the parties) shall be returned by the Escrow Agent to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) Upon confirmation from the Escrow Agent of the delivery by the Sellers of the Target Shares to Escrow Agent pursuant to clause (i) of this Section, the Buyer will pay to the Sellers in cash Two Million Dollars ($2,000,000) as a nonrefundable deposit of an advance portion of the purchase price. In the event Purchaser delivers a Purchase Election Notice to of the Sellers’ Representative during the Call Option PeriodInitial Closing described in Section 2(c), the Initial Purchase Price deposit shall be $35,000,000credited against the aggregate Purchase Price. If the Initial Closing does not occur on or before January 18, and 2001 (as such date may be mutually extended in no event writing by the parties), the deposit shall be retained by Sellers as a break-up fee unless the Purchaser be obligated to pay Sellers any amounts in respect Initial Closing does not occur as a result of the Milestonesa material breach hereof by Sellers. (iii) In addition Before the Closing Date, ASSI will deliver Nine Hundred Twenty-Five Thousand Five Hundred (925,500) Target Shares to the amounts specified Escrow Agent to be held in the Escrow Account to be administered by Escrow Agent, which shall be released to the Buyer at the Initial Closing, or if the Initial Closing does not occur on or before January 18, 2001 (as such date may be mutually extended in writing by the parties) shall be returned by the Escrow Agent to the Sellers. (iv) If the ASSI delivers the Target Shares described in clause (iii) of this Section 1.6(c)(i)by the Initial Closing Date, the Buyer will pay the Sellers on the Initial Closing Date in cash an aggregate of Eight Million Eight Hundred Twenty-Six Thousand Dollars ($8,826,000) which shall be paid by (A) Sellers retaining the deposit paid by Buyer pursuant to Section 2(b)(i) of this Agreement, and (B) by Buyer paying Sellers the balance of the Purchase Price on the Initial Closing Date in an amount of Six Million Eight Hundred Twenty-Six Thousand Dollars ($6,826,000) by same day wire transfer, cashier's check or other "same day funds" acceptable to the Sellers. The Purchase Price shall be increased allocated among the Sellers in proportion to their respective holdings of Target Shares. (v) If ASSI has not delivered the Target Shares described in clause (iii) of this Section before the Initial Closing Date, the Buyer will pay the Sellers on the Initial Closing Date in cash an aggregate of Five Million One Hundred Twenty-Four Thousand Dollars ($5,124,000) which shall be paid by (A) Sellers retaining the following amounts ifdeposit paid by Buyer pursuant to Section 2(b)(i) of this Agreement, and (B) by Buyer paying Sellers the balance of the Purchase Price on the Initial Closing Date in an amount of Three Million One Hundred Twenty-Four Thousand Dollars ($3,124,000) by same day wire transfer, cashier's check or other "same day funds" acceptable to the Sellers. The Purchase Price shall be allocated among the Sellers in proportion to their respective holdings of Target Shares. (vi) If ASSI has not delivered the Target Shares described in clause (iii) of this Section before the Initial Closing Date, ASSI will have thirty (30) days from the Initial Closing Date to deliver the Target Shares described in clause (iii) of this Section to the Escrow Agent. Upon confirmation from the Escrow Agent of the delivery by ASSI of the Target Shares and executed stock powers in blank to Escrow Agent pursuant to this clause, the Buyer will pay ASSI in cash in an amount of Three Million Seven Hundred Two Thousand Dollars ($3,702,000) by same day wire transfer, cashier's check or other "same day funds" acceptable to the Sellers. It shall be a material breach of this Agreement if ASSI does not deliver the Target Shares described in clause (iii) to the Escrow Agent prior to the expiration of such thirty-day period. In the event of such breach, the Buyer shall be entitled to the remedies specified in Section 9(a) of this Agreement in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior other remedy to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together which it may be referred to herein as the “Milestonesentitled at law or in equity.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The purchase price (the “Purchase Price”) for the acquisition of the Company through the purchase of the Shares shall be the sum of (i) an amount equal to the Base Purchase Price, plus (ii) the Amortization Value, increased or decreased pursuant to the estimated adjustments set forth in Section 2.06(a) (such total as so adjusted, the “Closing Purchase Price”), plus (iii) an amount equal to the post-Closing adjustment pursuant to Section 2.06(b)-(g). The Closing Purchase Price shall be paid at the Closing as follows: (a) The initial purchase price Purchaser will pay in immediately available funds for the Shares benefit of the Sellers and the Company any unpaid Sellers Expenses identified in the Flow of Funds Memorandum that have not been paid by the Company or the Sellers prior to Closing; (b) Purchaser will be calculated pay in immediately available funds any unpaid Change in Control Payments identified in the Flow of Funds Memorandum to the Company, for further payment by the Company through its payroll processor on or as soon as practicable following the Closing Date to the employees and in the amounts as set forth in Section 1.6(bthe Flow of Funds Memorandum; (c) below Purchaser will pay in immediately available funds the amounts of any unpaid Subsidiary Minority Owner Purchase Price identified in the Flow of Funds Memorandum; (d) Purchaser will pay in immediately available funds any unpaid Indebtedness identified in the Flow of Funds Memorandum; (e) Purchaser shall deposit in escrow from the Closing Purchase Price Five Million Dollars ($5,000,000) (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common StockPrice Adjustment Escrow Amount”), equal to the Initial Purchase Price minus (i) the be held in escrow with Citizens Commercial Bank or a mutually agreed upon substitute Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount Agent (the “Upfront PaymentEscrow Agent”) to ), on the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation terms set forth on Schedule A in this Agreement and the Escrow Agreement, attached hereto as Exhibit B (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationEscrow Agreement”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iiif) at each Seller’s sole election, The amount of the Closing Purchase Price minus the amounts of the payments and deposit in Sections 2.02(a) through 2.02(e) (the “Closing Purchase Price Balance”) shall be paid by Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect immediately available funds to the shares Sellers to their respective accounts the amounts set forth in the Flow of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined Funds Memorandum as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during ESOT, $107,000, representing the Put Option Period and (y) each anticipated amount of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date ESOT’s Pro Rata Share of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In estimated refund of state and federal income taxes resulting from the event Purchaser delivers a Purchase Election Notice to refund of estimated income Taxes paid for the Sellers’ Representative during the Call Option PeriodTax Period ended September 30, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones 2020 and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided carryback of net operating losses in accordance with Section 5.11 7.02 hereof; and (Dii) to all Sellers, inclusive of the ESOT, their Pro Rata Share of the difference between (A) the Closing Purchase Price Balance and (B) the amount paid to the ESOT under clause (i) above; provided, however, there shall be deducted from the amount payable to the Xxxxxx Xxxxxxxxx 2011 Revocable Trust (“Xxxxxxxxx Trust”), Two Million Dollars ($5,000,0002,000,000) (the “Certain Matters Escrow Amount”, provided ****and together with the Purchase Price Adjustment Escrow Amount, except as provided the “Escrow Amount”) to be held in Section 5.11 hereofescrow with Escrow Agent and disbursed and released on the terms set forth in the Escrow Agreement for the Certain Matters Escrow Amount and any earnings thereon.

Purchase Price. (a) The initial Subject to any adjustments that may be made under Section 2.05, the purchase price (the "Purchase Price") for the Shares Assets will be calculated Four Hundred Nineteen Million Five Hundred Thousand Dollars ($419,500,000). The Purchase Price for the Assets shall be allocated among the Assets as set forth in Section 1.6(b) below (Schedule 2.02 hereto. The amount so allocated to a part of the “Initial Purchase Price”)Assets shall constitute the Allocated Values for such part of the Assets. At Seller and Buyer agree to be bound by the Closingallocation set forth in Schedule 2.02 for purposes of Article 11 hereof. Contemporaneously herewith, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) Buyer, Buyer’s Parent and Seller have executed and delivered the Escrow AmountsAgreement, (ii) Buyer’s Parent and Seller have executed and delivered the Seller Funded Expenses Registration Rights Agreement; and (iii) the Loan Amount (the “Upfront Payment”) Buyer has delivered to the third party account Escrow Agent the cash portion of the Notary in accordance with Deposit and a scanned copy of the instructions certificate representing the Deposit Shares issued in the Notary Instruction Letter. Prior name of Seller, to Seller a certified copy of resolutions adopted by the transfer Board of Directors of Buyer’s Parent authorizing Buyer’s Parent’s issuance and delivery of the Seller Deposit Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to Seller an opinion of Xxxxxxx, Xxxxxx Xxxxxxxxx regarding Buyer’s Parent and the bank accounts or brokerage accounts so indicated by Deposit Shares. This Agreement shall not be deemed effective until the Sellersactions described in the immediately preceding sentence have occurred. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five Within two (52) Business Days after the date of any such changesexecution of this Agreement, and Buyer shall deliver to Purchaser an updated Proceeds Allocation executed by each the Escrow Agent the certificate representing the Deposit Shares issued in the name of Seller. If the Closing timely occurs, Buyer and Seller shall direct the Escrow Agent to return the Deposit to Buyer at Closing. If the Closing does not timely occur as a result of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound Breach by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all Buyer of the Upfront Payment, then: (i) prior to such issuance terms of this Agreement and upon request there has been no Breach by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements Seller of the Securities Act terms of this Agreement, Buyer and Seller shall direct the Escrow Agent to deliver the Deposit to Seller as its sole and exclusive remedy and as liquidated damages (B) and not as a penalty), subject to Seller's additional recourse against Buyer and Buyer's Parent for any Breach of Section 4.10, the number of shares of Purchaser Common Stock Escrow Agreement, or the Registration Rights Agreement, and the right to be issued shall be equal recover attorneys’ fees, costs, and expenses pursuant to (x) the Upfront Payment less the amount of any cash transferred to the Notary Section 12.15 in enforcing Seller's rights in respect of the Initial Purchase PriceDeposit and such other provisions and agreements. If the Closing does not timely occur for any other reason, divided by (y) Buyer and Seller shall direct the closing price Escrow Agent to return the Deposit to Buyer. Any interest or other earnings on the Deposit minus any fees and expenses of the Purchaser Common Stock on Escrow Agent shall be delivered to the Qualified Stock Exchange on party to whom the Deposit is delivered to pursuant to the terms set forth herein. If the Closing Date; does not timely occur as a result of the Breach by Seller of the terms of this Agreement and there has been no Breach by Buyer of the terms of the Agreement, Buyer at its option may (iia) to the extent that the Upfront Payment consists of cash terminate this Agreement and Purchaser Common Stock, each Seller shall receive be liable to Buyer for all Damages incurred by Buyer arising out of such Breach and termination not to exceed the same proportion of cash actual costs, expenses, and Purchaser Common Stock as each other Seller; and fees incurred by Buyer in evaluating, negotiating, entering into, terminating, and enforcing this Agreement, plus Two Million Dollars (iii$2,000,000), or (b) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each enforce specific performance of the following milestones (each, a “Base Milestone,” duties and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date obligations of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Seller under this Agreement. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price In consideration for the Shares will sale, transfer, assignment, conveyance and delivery to Buyer of all of the Shares, at the Closing, Buyer shall deliver or cause to be calculated as set forth delivered to Seller an aggregate amount in Section 1.6(bcash equal to the sum (such sum, the “Purchase Price”) below of: (i) one hundred fifty million dollars ($150,000,000) (the “Initial Base Purchase Price”) (minus the Credit). At , against which the Closing, Purchaser shall transfer an amount of cash (in United States dollars the Deposit released to Seller pursuant to Section 2.3(a) hereof and Section 6(a)(iii) of immediately available funds)the Deposit Escrow Agreement shall be credited, or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, and (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary Preliminary Purchase Price Adjustment, if any, in accordance with the Section 2.2(c), by wire transfer or otherwise in immediately available funds in accordance with instructions in the Notary Instruction Letter. Prior delivered by Seller to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Buyer at least two Business Day of Days prior to the Closing Date, . The Purchase Price shall be subject to a Final Purchase Price Adjustment after the Notary shall pay to Sellers the Upfront Payment, Closing pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoSection 2.4. (b) If Purchaser elects Seller has delivered to issue shares of Purchaser Common Stock in respect of some or all Buyer an unaudited consolidated balance sheet of the Upfront PaymentACBR Entities as of March 31, then: 2005 (ithe “Reference Date”), a copy of which is set forth in Section 2.2(b) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act Seller Disclosure Letter (the “Reference Balance Sheet”). The Reference Balance Sheet reflects the Adjustments required by the “Adjustment Notes” set forth therein (the “Adjustments”), and (B) except for the number Adjustments, has been prepared in accordance with GAAP and on a basis consistent with the Financial Information of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less ACBR Entities. The Reference Balance Sheet sets forth the amount of any cash transferred to the Notary in respect Working Capital of the Initial Purchase Price, divided by (y) the closing price ACBR Entities as of the Purchaser Common Stock on Reference Date (the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing“Reference Date Working Capital”). (c) At least five business days before the Closing, Seller shall deliver to Buyer a preliminary Closing Balance Sheet (prepared as of the end of the most recent calendar month for which balance sheet data is available in the ordinary course business) (the “Preliminary Closing Balance Sheet”). The Initial Preliminary Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Preliminary Closing Balance Sheet will set forth a good faith estimate of the amount of Working Capital of the ACBR Entities as of the Closing Date (such estimate, the “Estimated Working Capital”). The “Preliminary Purchase Price Adjustment” (which may be positive or negative) shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if equal the difference between (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period Estimated Working Capital and (y) each of Reference Date Working Capital, and shall be made as follows: (i) if the following milestones (eachEstimated Working Capital is greater than the Reference Date Working Capital, a “Base Milestone,” and collectively, then the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Preliminary Purchase Price Adjustment shall be $35,000,000positive, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Base Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any amount of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except such difference as provided in Section 5.11 hereof; and 2.2(a)(ii), and (Dii) $5,000,000if the Estimated Working Capital is less than the Reference Date Working Capital, provided ****then the Preliminary Purchase Price Adjustment shall be negative, except and the Base Purchase Price shall be reduced by the amount of such difference as provided in Section 5.11 hereof2.2(a)(ii).

Purchase Price. (a) The initial purchase price Purchaser shall pay to Seller, in consideration for the Shares will be calculated as set forth in Section 1.6(b) below Acquired Assets, the following amount (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus ): (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto sum of [********] (the “Proceeds AllocationInitial Payment”); and (ii) a series of [********] annual installment payments (each a “Royalty Payment”), due and payable not later than thirty (30) days following the end of each Payment Year and equal to the lesser of (A) [********], or (B) an amount (the “Royalty”) and equal to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days [********] of any Net Sales for such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoPayment Year. (b) If Purchaser elects to issue shares Notwithstanding any other provision of Purchaser Common Stock in respect of some or all of the Upfront Paymentthis Section 2.3, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued no Royalty Payment shall be equal payable unless and until Product shall be produced, brought to market, and sold to a customer within the United Sates (x) other than an Affiliate of Purchaser). And the Upfront first Payment less Year shall not commence until the amount of any cash transferred to date when the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingfirst such sale occurs. (c) On or promptly after the Closing Date, but in no event later than thirty (30) days after the Closing Date, Seller shall deliver all tangible portions of the Acquired Assets (excluding the Technical Package) to Purchaser by hand delivery at the Closing or by shipping such items at Purchaser’s expense to a destination in the United States specified by Purchaser. The Initial Purchase Price Technical Package shall be determined delivered to Purchaser as follows:provided in subsection 2.3(f) below. (id) Seller hereby agrees that at all times after the Closing Date, unless an Event of Default shall have occurred and be continuing, neither Seller nor any Affiliate of Seller shall directly or indirectly market, sell, produce, license or in any way exploit mecmylamine hydrochloride in the Territory. (e) The Initial Purchase Price shall Payment will be $45,000,000 plustendered by Purchaser to Seller not later than the close of banking business on the Closing Date by Federal wire of funds to Chase Manhattan Bank, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided [********], except Merck & Co., Inc. [********]; Reference: Sale of Inversine® to Xxxxxx Bioscience, Inc. March 1998 [Closing Date]. All Royalty Payments shall be paid by Purchaser to Seller on the date they are due by federal wire funds according to the wire transfer fund instructions above or amended wire instructions given by Seller to Purchaser in writing. (f) Following the Closing Date, the Seller shall use reasonable efforts to assemble the Technical Package. The Seller shall describe the Technical Package in a schedule (the “Technical Package Schedule”) to be delivered to Purchaser at the same time as provided in Section 5.11 hereof.the Technical

Purchase Price. (a) 3.1. The initial purchase price consideration for the Shares will purchase of the Hotel shall be calculated as set forth in Section 1.6(bSIXTY-ONE MILLION AND NO/100 DOLLARS ($61,000,000.00) below (the “Initial Purchase Price”). At , which shall be paid by Buyer (through Escrow Agent) to Seller at the Closing, Purchaser shall transfer an amount of cash (Closing in United States dollars of immediately available funds), funds by wire transfer to such account or common stock, par value $0.001 per share, of Purchaser accounts that Seller shall designate in writing to Buyer and Escrow Agent at least two (“Purchaser Common Stock”), equal 2) Business Days prior to the Initial Closing Date; provided, however, that such amount shall be reduced by the Xxxxxxx Money and adjusted for Closing adjustments and credits as provided for in Section 9 below and elsewhere in this Agreement. 3.2. No adjustment shall be made to the Purchase Price minus (i) except as explicitly set forth in this Agreement. 3.3. Seller and Buyer agree that the Escrow Amounts, (ii) Purchase Price shall be allocated among the Seller Funded Expenses Land and (iii) Property as determined by agreement of the Loan Amount (the “Upfront Payment”) parties prior to the third party account of the Notary Closing for U.S. federal, state and local tax purposes in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer Section 1060 of the Seller SharesCode. Buyer shall, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one ten (110) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation days after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, prepare and shall deliver to Purchaser an updated Proceeds Allocation executed by each Seller for its review a schedule allocating the Purchase Price (and any other items that are required for U.S. federal income tax purposes to be treated as part of the Sellers Purchase Price) among the Land and Property (a such schedule, the “Revised Proceeds Allocation”). Unless Seller shall review such Allocation and until Purchaser receives a Revised Proceeds provide any objections to Buyer within ten (10) days after the receipt thereof. If Seller raises any objection to the Allocation, Sellers then the parties hereto will negotiate in good faith to resolve such objection(s). Upon reaching an agreement on the Allocation, Buyer and Seller shall be bound by (a) cooperate in the Proceeds filing of any forms (including Form 8594 under Section 1060 of the Code) with respect to the Allocation set forth on Schedule A attached hereto. as finally resolved, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price and (b) If Purchaser elects shall file all U.S. federal, state and local tax returns and related tax documents consistent with such Allocation, as the same may be adjusted pursuant to issue shares this Agreement. Notwithstanding the foregoing to the contrary, if, after negotiating in good faith, the parties hereto are unable to agree on a mutually satisfactory Allocation, then each of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance Buyer and upon request by Purchaser, (A) Sellers Seller shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request use its own allocation for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act this Section 3.3. 3.4. Buyer and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred Seller acknowledge and agree that TIME IS OF THE ESSENCE with respect to the Notary performance by the parties of their respective obligations set forth in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange this Agreement on the Closing Date;. 3.5. Buyer expressly agrees and acknowledges that Buyer’s obligations hereunder are not in any way conditioned upon or qualified by Buyer’s ability to obtain financing of any type or nature whatsoever (iii.e., whether by way of debt financing or equity investment, or otherwise) to consummate the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each purchase of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Property contemplated hereby. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) 4.1 The initial purchase price for of the Shares will Property, plus Value-Added Tax ("VAT") at zero percent, shall be calculated the price as set forth stipulated in Section 1.6(bSchedule “1”. The purchase price shall be paid as follows: 4.2 A deposit of 10% (ten percent) below (of the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal purchase price to the Initial Purchase Price minus (i) Agent by the Escrow AmountsPurchaser immediately on the Purchaser’s signature of this agreement, (ii) which amount the Seller Funded Expenses and (iii) Purchaser hereby authorises the Loan Amount (the “Upfront Payment”) Agent to pay over to the third party Seller‘s attorneys against registration of transfer of the Property into the Purchaser’s name in terms hereof or an earlier time as agreed by Purchaser. 4.3 The Purchaser’s signature hereto shall constitute the Purchaser’s written consent to authorise the Agent to invest all amounts paid on account of the Notary Purchase Price in accordance an interest bearing account with a bank of the instructions in the Notary Instruction LetterAgent’s choice. Prior The interest shall accrue to the transfer Estate Agency Affairs Fidelity Fund in terms of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one section 32 (12) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) of the Estate Agency Affairs Act unless the parties agree otherwise in writing. 4.4 The Initial balance of the Purchase Price shall be determined as follows: (i) paid in cash and secured, to the satisfaction of the Seller‘s Attorneys, by a written guarantee from a registered financial institution, payable free of exchange, against registration of transfer of the Property into the Purchaser’s name. The Initial Purchaser may elect to secure the balance of the Purchase Price by payment in cash to the Seller‘s Attorneys, who shall hold same in trust, pending registration of transfer into the name of the Purchaser. The aforesaid guarantee shall be $45,000,000 plus, if applicable, any amounts presented and/or cash shall be payable pursuant to Section 1.6(c)(iii) if (x) by the Sellers’ Representative delivers a Milestone Completion Notice Purchaser to the Purchaser during Seller‘s Attorneys within 45 (forty five) days from receipt of a written request to that effect from the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved Seller‘s attorneys. 4.5 All monies due by the Acquired Company Purchaser in terms of this Agreement, and unpaid on or prior due date, shall bear interest at the rate of 2% (two percentum) above the Prime Rate, per month, calculated from the due date of payment to the actual date of the Milestone Completion Notice: payment thereof, (B) and (C) The Acquired Company has successfully completed ***both days inclusive). (ii) In 4.6 Any payment made by the event Purchaser delivers a Purchase Election Notice in terms of this Agreement shall be allocated first to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, payment of Agent's Commission when due then interest and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition thereafter to the amounts specified payment of any other monies due in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 terms hereof.

Purchase Price. (a) The initial purchase price 3.1 As consideration for the Shares will be calculated as set forth purchase of the Purchased Assets, in Section 1.6(b) below (reliance upon the “Initial Purchase Price”). At representations and warranties, covenants, agreements and undertakings of the ClosingSeller made herein, and subject to the terms and conditions of this Agreement, the Purchaser shall transfer an amount pay to the Seller, the sum equivalent to the excess of cash (the Purchased Assets over the Assumed Liabilities in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser Dollars (“Purchaser Common Stock”), equal the "PURCHASE PRICE") (determined by reference to the Initial appraisal value of the Purchased Assets) within three (3) months of the issuance of the Business License of the Purchaser. 3.2 If any liabilities, save to extent the Assumed Liabilities in Article 3.1, cannot be transferred to the Purchaser due to any reason arising out of legal proceedings or approval procedures, the Purchased Assets described in Article 3.1 shall be reduced proportionately. 3.3 Without prejudice to any other remedies available to the Purchaser, in the event that the Seller is in material breach of this Agreement or the JV Contract ("DEFAULT") before the full amount of the Purchase Price minus (i) has been paid under this Article 3, at the Escrow Amountsdiscretion and request of the Purchaser, (ii) the Seller Funded Expenses shall forthwith cease to have any right to receive and (iii) the Loan Amount (Purchaser shall cease to have any further obligation to pay any remaining balance of the “Upfront Payment”) Purchase Price to the third party account Seller, and the Seller shall refund the amount of the Notary in accordance with Purchase Price, which has been paid by the instructions in Purchaser immediately preceding the Notary Instruction Letter. Prior occurrence of the Default, to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound days from demand by the Proceeds Allocation Purchaser. 3.4 If the Purchaser fails to pay the Purchase Price within the period set forth on Schedule A attached hereto. in Article 3.1 (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred due and owing is referred to as the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i"DEFAULT PAYMENT"), the Initial Purchase Price Purchaser shall be increased pay to the Seller a default penalty of 0.05% per day based on the Default Payment from the first day of the default until the day on which the Default Payment is fulfilled in full by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesPurchaser.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. In consideration of the sale of the Purchased Assets, the Buyer shall pay to the Seller at the Closing the sum of Three Million Four Hundred Ninety Thousand Dollars (a$3,490,000) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below cash (the “Initial Purchase Price”)"PURCHASE PRICE") by certified or bank check or by wire transfer to an account designated by the Seller. At the Closing, Purchaser shall transfer an amount Closing the Buyer may pay some or all of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) directly to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer any creditor of the Seller Shareswith an encumbrance against the Purchased Assets. The Buyer shall use commercially reasonable efforts to give the Seller at least fifteen (15) days prior written notice before making any such payment, the Notary Buyer shall hold the Upfront Payment on behalf of Purchaser. After the transfer of give the Seller Shareswritten notice identifying in reasonable detail each lien, claim, pledge or other encumbrance against the Notary Purchased Assets of which the Buyer has Knowledge and the Seller shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closingpromptly, but in any event within one (1) Business Day no later than at the Closing, deliver to the Buyer a release of each such encumbrance or reasonably satisfactory evidence that such a release will be delivered to the Buyer promptly after the Closing. In the event that the Seller fails to do so, at the Closing the Buyer may pay any or all of such creditors the total amount owed to such creditors of the Seller and receive a dollar for dollar credit against the Purchase Price. Nothing set forth herein shall relieve the Seller of its obligation to transfer and deliver the Purchased Assets to the Buyer free and clear of all liens, claims and encumbrances. The Buyer shall have no obligation to pay any amount in excess of the Purchase Price. On or before the Closing Date, the Notary Parties shall pay to Sellers the Upfront Payment, pursuant to agree upon the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by purchase price among the Proceeds Allocation set forth on Schedule A attached heretoPurchased Assets. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for Purchase Price, as defined in Section 1.1.3 of the Shares will be calculated Agreement, is hereby amended to $ 1,137,500,000.00. Schedule 1.1.3 to the Agreement is hereby amended and restated in its entirety as set forth in Section 1.6(bon Schedule 1.1.3 attached hereto. Before the date that is ten (10) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal calendar days prior to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, Purchaser shall have the Notary right to reallocate the Purchase Price among the Properties, in which event Purchaser and Seller shall pay enter into a further amendment to Sellers the Upfront PaymentAgreement solely to reflect the further revised Schedule 1.1.3; provided, however, in no event shall any such reallocation of the Purchase Price reduce the Allocated Purchase Price of the Properties leased by Google, Inc. (collectively, the “Google Property”) below $90,000,000.00. The Google Property and, if the DirecTV, Inc. ROFO Offer (as hereinafter defined) is sent, the Property leased by DirecTV, Inc. (the “DirecTV Property), are each referred to herein individually as, a “ROFO Property”. Purchaser acknowledges that Seller has sent Google, Inc. an offer to purchase the Google Property pursuant to the allocation set forth on Schedule A attached hereto right of first offer to purchase provisions (the “Proceeds AllocationGoogle ROFO Provisions”) set forth in the lease with Google, Inc. and that Seller may send DirecTV, Inc. an offer to purchase the DirecTV Property (the “DirecTV, Inc. ROFO Offer”) pursuant to the right of first offer to purchase provisions (the “DirecTV ROFO Provisions”; the Google ROFO Provisions and, if the DirecTV, Inc. ROFO Offer is sent, the DirecTV ROFO Provisions, are each referred to herein individually as the “ROFO Provisions”) set forth in the lease with DirecTV, Inc. Google, Inc. and, if the DirecTV, Inc. ROFO Offer is sent, DirecTV, Inc. are each referred to herein individually as a “ROFO Offer Tenant”. Notwithstanding anything in the Agreement to the contrary, if (i) a ROFO Offer Tenant elects to purchase a ROFO Property pursuant to the applicable ROFO Provisions and (ii) prior to the Closing Date, Seller and such ROFO Offer Tenant have entered into a definitive contract for the purchase and sale of the ROFO Property (the “ROFO Purchase Agreement”), then Purchaser shall proceed with the acquisition of the ROFO Property pursuant to the terms of the Agreement and, at Closing, Seller shall assign to Purchaser all of Seller’s right, title and interest in and to the bank accounts or brokerage accounts so indicated by ROFO Purchase Agreement and the Sellers. If there are any changes ROFO Property will be conveyed to Purchaser subject to the Proceeds Allocation after the Effective DateROFO Purchase Agreement; provided, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaserhowever, (A) Sellers Purchaser and Seller shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting cooperate in good faith in drafting the issuance of such shares from the registration requirements initial draft of the Securities Act ROFO Purchase Agreement that is sent to such ROFO Offer Tenant and (B) Seller shall not enter into the number of shares of proposed final ROFO Purchase Agreement without Purchaser’s prior written approval, which Purchaser, provided it has complied with the negotiation standard contained in the applicable ROFO Provisions, may withhold in its reasonable discretion. Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect provide Seller with its written approval or disapproval of the Initial ROFO Purchase PriceAgreement within three (3) business days of Seller’s written request therefor, divided by (y) the closing price which written request shall include a copy of the final ROFO Purchase Agreement. If Purchaser Common Stock on fails to provide Seller with Purchaser’s approval or disapproval of the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole electionROFO Purchase Agreement within such time period, Purchaser shall execute be deemed to have approved the True-Up ROFO Purchase Agreement. Notwithstanding the foregoing, or anything contained in the Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 pluscontrary, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice ROFO Offer Tenant elects to purchase a ROFO Property pursuant to the Purchaser during the Put Option Period ROFO Provisions and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date Closing Date, Seller and such ROFO Offer Tenant have failed to enter into a definitive contract for the purchase and sale of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In ROFO Property notwithstanding their good faith efforts to do so, then Purchaser shall proceed with the event Purchaser delivers a Purchase Election Notice acquisition of the ROFO Property pursuant to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect terms of the Milestones. (iii) In addition Agreement and shall take the ROFO Property subject to the amounts specified ROFO Offer Tenant’s rights under the applicable ROFO Provisions. Notwithstanding anything contained in Section 1.6(c)(i)the agreement to the contrary, Purchaser and Seller hereby agree that (a) ROFO Offer Tenants shall no longer constitute “ROFO Tenants” under the Initial Purchase Price Agreement, (b) Seller shall no obligation to obtain and deliver ROFO Acknowledgments from a ROFO Offer Tenant and (c) the delivery of ROFO Acknowledgements from a ROFO Offer Tenant shall not be increased conditions to Purchaser’s obligation to close the transactions contemplated by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesAgreement.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. 3.1 The Purchase Price for the Sale Shares is: (a) The initial purchase price for the Shares will be calculated Cash Consideration as set forth adjusted in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount accordance with clause 4 and Schedule 6 of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus which: (i) the Escrow Amounts, £100,000 shall be paid on Completion as provided in clause 5.3; and (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) balance of £100,000 shall be paid on or before 31 March 2008 in cash to the third party account of the Notary in accordance with the instructions Sellers in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but proportions set out opposite their names in any event within one (Schedule 1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects £200,000 to be satisfied by the allotment and issue by CMT Inc on Completion to the Sellers of 450,000 Consideration Shares, credited as fully paid. 3.2 For the purposes of clause 3.1 the Consideration Shares shall rank pari passu with the existing shares of Purchaser Common Stock $1 each in respect the capital of some CMT Inc. including the right to receive all dividends declared made or all paid after Completion (save that they shall not rank for any dividend or other distribution of the Upfront Payment, then:CMT Inc. declared made or paid by reference to a record date before Completion). (i) prior to such issuance and upon request by Purchaser, (A) Sellers 3.3 The Purchase Price shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock be deemed to be issued shall be equal to (x) the Upfront Payment less reduced by the amount of any cash transferred payment made to the Notary in respect Buyer: (a) for a breach of any Warranty; or (b) under the Tax Covenant. 3.4 The Sellers undertake that they shall not, during a period of 18 months after Completion, without prior written consent of the Initial Purchase PriceBuyer and CMT Inc., divided by (y) the closing price dispose of or create any Encumbrance over any of the Purchaser Common Stock on Consideration Shares (or agree to do so). 3.5 For the Qualified Stock Exchange on purposes of clause 3.4, Consideration Shares shall include any shares held by the Closing Date;Sellers arising out of the consolidation, conversion or subdivision of Consideration Shares and any shares acquired by reference to the Consideration Shares, whether by way of bonus or rights issue, pre-emption right or otherwise or in exchange or substitution for any such Consideration Shares. (ii) 3.6 The Buyer shall not unreasonably withhold its consent to any disposal of Consideration Shares to the extent that the Upfront Payment consists sale proceeds (net of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iiiincidental costs) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect are required to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, meet any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each liability of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date Sellers arising out of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively matters referred to in clauses 3.3(a) to clause 3.3(c). 3.7 The Buyer undertakes to the “Additional Milestones”) has been achieved Sellers that if, due to impending changes in tax legislation, the second payment of £100,000 on account of the Cash Consideration payable on or before 31 March 2008 is subject to taxation without the benefit of taper relief, then the Buyer will as soon as reasonably practicable pay to the Sellers in cash, by way of additional consideration, a sum equal to the amount by which the amount of taxation suffered by the Acquired Company prior to delivery Sellers on the Cash Consideration exceeds the amount of taxation which would have been suffered by the Milestone Completion Notice. The Base Milestones and Sellers on the Additional Milestones shall together be referred to herein as the “MilestonesCash Consideration were it not for such change in tax legislation.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(bWithin ten (10) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal Business Days prior to the Initial Purchase Price minus Closing Date, and in no event less than three (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (13) Business Day of Days prior to the Closing Date, the Notary Company shall pay to Sellers the Upfront Payment, pursuant deliver to the allocation set forth on Schedule A attached hereto Purchaser a certificate signed by the chief financial officer of the Company (the “Proceeds AllocationAdjustment Certificate”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior setting forth his or her best estimate of the sum (such amount, as adjusted to such issuance and upon request by Purchaserreflect the Final Adjustment Certificate, the “Closing Adjustment Deductions”) of (A) Sellers shall deliver the aggregate amount of fees, costs and expenses, including Consent Costs, that the Company or any of its Subsidiaries has paid after May 31, 2007, or that the Company or any of its Subsidiaries would (without taking into account Section 5.7) be obligated to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting pay on or after the issuance of such shares from the registration requirements date of the Securities Act and Adjustment Certificate, that the Shareholders are obligated to pay pursuant to Section 5.7, plus (B) the number aggregate amount paid by the Company after May 31, 2007, or that the Company or any of shares its Subsidiaries will be obligated to pay on or after the date of Purchaser Common Stock the Adjustment Certificate, to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary Third Party in respect of Equity Interests in the Initial Purchase Price, divided by Company (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement than payments made in substantially the form attached hereto as Exhibit D accordance with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant the Company’s Long Term Incentive Plan to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each holders of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company stock appreciation rights issued in accordance therewith on or prior to the date of this Agreement, only to the Milestone Completion Notice: extent such payments are based on a per-share valuation of the Company Common Stock that is no greater than the Per Share Purchase Price, or (ii) the Merger), in each case in this clause (i) together with a worksheet showing in reasonable detail the components of such estimate, and (ii) (A) affirming the representations and warranties set forth in Section 3.2(a) or (B) and identifying in reasonable detail each respect in which the representations and warranties set forth in Section 3.2(a) are inaccurate. In the event that the Purchaser disagrees with any of the items in the Adjustment Certificate, the Purchaser shall promptly notify the Shareholders and the Company of such disagreements and the parties to this Agreement shall cooperate and use reasonable best efforts to resolve any such disagreements prior to the Closing and amend the Adjustment Certificate to reflect any agreed changes thereto (C) The Acquired Company has successfully completed ***as amended, if applicable, the “Final Adjustment Certificate”); provided, however, that the failure of the parties to resolve any such disagreements shall not relieve any party of its obligations hereunder to effect the Closing. (b) The aggregate amount to be paid for the Shares shall be the amount (the “Purchase Price”) equal to (i) the number of issued and outstanding shares of Company Common Stock held beneficially and of record by the Shareholders immediately prior to the Closing multiplied by (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. amount (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional MilestonesPer Share Purchase Price”) has been achieved by the Acquired Company prior equal to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B1) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ************ minus (2) the Closing Adjustment Deductions plus (3) the Aggregate SARs Exercise Price divided by (B) the sum of (1) the number of shares of Company Common Stock (including restricted stock, except as provided whether or not then vested) issued and outstanding immediately prior to the Closing and (2) the number of shares of Company Common Stock issuable upon exercise, exchange, conversion or redemption of any Stock Awards issued after the date of this Agreement and outstanding immediately prior to the Closing (whether or not such Stock Awards are then vested, exercisable, exchangeable, convertible or redeemable, including assuming that stock appreciation rights are exercisable (with no cashless exercise option) for shares of Company Common Stock rather than cash). (c) On the Closing Date, the Purchaser shall pay to each Shareholder a portion of the Purchase Price equal to the percentage set forth opposite such Shareholder’s name on Exhibit 1.2(c), multiplied by the Purchase Price. (d) For the purposes of this Agreement, “Aggregate SARs Exercise Price” shall mean the sum of cash exercise prices that would be payable upon exercise in Section 5.11 hereoffull of all Stock Awards issued after the date of this Agreement and outstanding immediately prior to the Closing.

Purchase Price. (a) The initial aggregate purchase price payable for the Shares Assets will be calculated an amount equal to the Base Purchase Price, as set forth in adjusted pursuant to Section 1.6(b) below ‎3.3 (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects The Base Purchase Price has previously been deposited by wire transfer of immediately available funds into the PC Escrow Account prior to issue shares the date hereof. Interest shall accrue on the Base Purchase Price at a rate of Purchaser Common Stock in respect 3.75% per annum until the earlier of some or all of the Upfront Payment, then: (i) prior if the Base Purchase Price has not been deposited in the ABN AMRO Account pursuant to such issuance and upon request by Purchasersubsection (c) below, (A) Sellers shall deliver the date of termination of this Agreement pursuant to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; Section ‎11.1 or (ii) if the Base Purchase Price has been deposited in the ABN AMRO Account pursuant to subsection (c) below, the extent that date of the Upfront Payment consists disbursement of cash and Purchaser Common Stockthe Base Purchase Price in accordance with the ABN AMRO Escrow Agreement (such accrued interest, each the “Interest Amount”). The Interest Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller shall receive not later than three Business Days following the same proportion applicable disbursement of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingBase Purchase Price. (c) The Initial Base Purchase Price shall be determined deposited by wire transfer of immediately available funds from the PC Escrow Account into the ABN AMRO Escrow Account as follows: (i) The Initial Purchase Price early as practicable on the Closing Date but in any event no later than 8:30 a.m. Eastern Time on the Closing Date and such amount shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) held and distributed in accordance with the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each terms of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***ABN AMRO Escrow Agreement. (iid) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price Payment in accordance with this Section ‎3.1 shall be $35,000,000, a good and in no event shall valid discharge of the Purchaser be obligated Buyer’s obligation to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesPurchase Price.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. 3.1 The Purchase Price is US$250,000, payable in cash in 20 equal instalments of $US12,500 each over a period of 5 years commencing on the Completion Date. The first instalment shall fall due on 31 July 2012 and subject to clauses 3.2 and 3.3, subsequent instalments shall fall due every 3 calendar months thereafter. Payment of instalments shall be made within 5 Business Days of the due date for that instalment. 3.2 In the event that the Buyer fails to pay an instalment of the Purchase Price on the due date for payment or the Buyer suffers an Event of Insolvency, the Seller may serve a notice on the Buyer to pay such instalment within 5 Business Days of receipt of such notice. If such overdue amount is not paid within the said 5 Business Days, then the full balance of Purchase Price remaining to be paid shall become immediately payable. 3.3 Upon the occurrence of a potential Exit Event the Buyer shall promptly notify the Seller of such and provide the Seller with all information reasonably requested by it in relation to such event including the amount of the proposed Subsequent Sale Proceeds (“Subsequent Sale Notice”) and: (a) The initial purchase price for in the Shares will event that the proposed Subsequent Sale Proceeds exceed the balance of the Purchase Price remaining to be calculated as set forth in Section 1.6(b) below (paid by the “Initial Purchase Price”). At Buyer to the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser Seller under the agreement (“Purchaser Common StockBalance”), equal ) or the proposed purchaser is a Connected Person to the Initial Purchase Price minus (i) Buyer, the Escrow Amounts, (ii) Buyer shall be entitled to proceed with such Exit Event provided that the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) Balance shall become immediately payable to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto.Seller; (b) If Purchaser elects in the event that the Subsequent Sale Proceeds are less than the Balance and the proposed purchaser is not a Connected Person to issue shares of Purchaser Common Stock in respect of some or all of the Upfront PaymentBuyer, then: (i) prior then the Buyer shall pay to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less Seller the amount of the Subsequent Sale Proceeds in lieu of the Balance (and any cash transferred remaining Purchase Price due to the Notary Seller shall be irrevocably waived) unless within 10 Business Days of receiving the Subsequent Sale Notice the Seller requests that the Sale Shares are transferred back to the Seller in respect which case, the Buyer shall transfer the Sale Shares back to the Seller (and any remaining Purchase Price due to the Seller shall be irrevocably waived; and in either case the Seller shall release the Charge. 3.4 The Purchase Price will be secured by a first charge in the agreed form over the Sale Shares which shall be entered into at Completion. 3.5 Any amount repaid by the Seller to the Buyer in satisfaction of any claim made by the Initial Buyer under the Warranties shall be treated as a reduction by that amount in the Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The “Additional Securities Purchase Price” shall be (ai) The initial purchase for the Additional Purchaser Securities or the Additional Alipay Securities to be issued pursuant to the exercise of the Preemptive Rights for Purchaser Securities and Preemptive Rights for Alipay Securities, respectively, payable only in cash (unless otherwise unanimously agreed by the Seller and the Purchaser or by the Seller and Alipay, as applicable), and shall equal per Additional Security the per security issuance price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds)Additional Securities giving rise to such Preemptive Right, or common stocksuch other price as the Purchaser and the Seller may agree from time to time, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), including an Additional Securities Purchase Price equal to the Initial Purchase Price minus (i) par value for the Escrow Amounts, Additional Securities and (ii) for the Purchaser Offshore Subsidiary Securities to be issued pursuant to the exercise of the Preemptive Rights for Purchaser Offshore Subsidiary Securities, payable only in cash (unless otherwise unanimously agreed by the Seller Funded Expenses and (iii) the Loan Amount (Purchaser), and shall equal the “Upfront Payment”) to par value of such Purchaser Offshore Subsidiary Security so issued, which par value shall not exceed a nominal amount per each such security. Upon the third party account issuance of the Notary applicable Additional Securities, the Seller and the Seller Designated Investment Entity, without duplication, shall incur obligations to pay or cause to be paid the applicable Additional Securities Purchase Price, which shall be payable at such times and in such amounts as the Funded Amounts and Funded Amount Shortfall are paid pursuant to Section 2.6(b)(ii), provided, that if obligations to pay the Funded Amount Shortfall are extinguished in accordance with Section 2.6(b)(ii) in consideration for the instructions in execution and delivery of the Notary Instruction Letter. Prior unsecured promissory notes, the Seller shall, or shall cause the Seller Designated Investment Entity to, pay to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five two (52) Business Days of thereafter any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each remaining balance of the Sellers (a “Revised Proceeds Allocation”)Additional Securities Purchase Price not previously paid to the Purchaser. Unless and until For the avoidance of doubt, the Additional Securities Purchase Price for any Purchaser receives a Revised Proceeds Allocation, Sellers Offshore Subsidiary Securities shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and payable upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingOffshore Subsidiary Securities. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount In consideration of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller SharesPurchased Assets and the Business, Buyers agree to pay for the Notary shall hold Purchased Assets (the Upfront Payment on behalf of Purchaser. After "Purchase Price"), consideration in the transfer form of the Seller Shares, the Notary shall hold the Upfront Payment on behalf assumption of the Sellers. As soon as possible after Assumed Liabilities, and the Closingcash and shares of Almost Family, but in any event within one Inc. common stock (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds AllocationAFAM Shares”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant 8,000,000 in cash by wire transfer of immediately available funds at Closing (subject to Section 1.6(c)(iiiparagraphs 2.1(b) if through (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***.d)); (ii) In $2,000,000 in the event Purchaser delivers a Purchase Election Notice form of Almost Family, Inc. common stock ("Closing AFAM Shares"). The number of Closing AFAM Shares shall be fixed as of the Closing Date by dividing $2,000,000 by the average closing price of AFAM Shares as reported on NASDAQ for the 20 trading days immediately prior to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price Closing Date. Closing AFAM Shares shall be $35,000,000, and issued among Selling Parties in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonespercentages set forth on Schedule 2.1(a)(ii). (iii) In addition up to $6,900,000 in contingent consideration ("Contingent Consideration") based on the amounts specified Net Revenues (as defined below) generated by the Business after Closing, calculated and payable as provided in Section 1.6(c)(i), paragraph 2.2. (b) The cash portion of the Initial Purchase Price payable at Closing pursuant to paragraph 2.1(a)(i) shall be increased by the following amounts ifor decreased, in addition as applicable, to account for any proration of expense items relating to the Base Milestones, any Business. The parties agree to enter into a closing statement at Closing setting forth the determination of the following milestones cash portion of the Purchase Price payable at Closing. The payment of Contingent Consideration shall be treated and reported for tax purposes by Selling Parties and Buyers as additional purchase consideration subject to installment sales treatment under Section 453 of the Internal Revenue Code. (each an c) Buyers shall have the right to satisfy directly out of the cash consideration payable at Closing the liabilities of Sellers identified on Schedule 2.1(c). (d) The parties acknowledge that Selling Parties have engaged The Braff Group (“Additional Milestone,” and collectively the “Additional MilestonesBraff”) has been achieved by to act as their broker or agent in connection with the Acquired Company prior transactions described in this Agreement. Any compensation payable to delivery Braff shall be the sole responsibility of Selling Parties, and Buyers shall under no circumstance be liable for payment of any such compensation. The closing statement shall set forth the amount of compensation to be paid directly to Braff out of the Milestone Completion Notice. The Base Milestones and cash portion of the Additional Milestones shall together be referred to herein as the “MilestonesPurchase Price payable at Closing.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for Upon the Shares will be calculated terms and subject to the conditions of this Agreement, in consideration of the sale to Purchaser of the Southport Common Stock, Purchaser shall pay to Shareholders (i) the sum of $6,000,000, subject to adjustment as set forth provided in Section 1.6(b) below subsection 1.3(b), (the “"Initial Purchase Price”). At ") of which $4,500,000 shall be payable in cash at the Closing, and (ii) such additional cash amounts to which Shareholders shall be entitled by virtue of subsection 1.3(c) hereof (the "Deferred Purchase Price" and, collectively with the Initial Purchase Price, the "Purchase Price"). (b) On or before the 60th day after the Closing Date, Purchaser shall transfer an amount furnish to the Shareholders a balance sheet of cash Southport as of the Closing Date (in United States dollars of immediately available fundsthe "Closing Date Balance Sheet"), which shall be prepared by Purchaser in accordance with generally accepted accounting principles applied on a basis consistent with that of the Interim Balance Sheet. If total consolidated shareholders' equity shown on the Closing Date Balance Sheet plus the Transaction Expenses (as defined in Section 2.6) ("Adjusted Closing Date Shareholders' Equity") equals or common stockexceeds $1,528,877, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal there shall be no adjustment to the Initial Purchase Price minus (i) and Purchaser shall pay $1,500,000 in cash to the Escrow AmountsShareholders within ten days after the Closing Date Balance Sheet has been delivered to the Shareholders. If the Adjusted Closing Date Shareholders' Equity is less than $1,528,877, (ii) within ten days of the Seller Funded Expenses delivery of the Closing Date Balance Sheet to the Shareholders, Shareholders may notify Purchaser of their disagreement with the determination of the Adjusted Closing Date Shareholders' Equity as shown on the Closing Date Balance Sheet and (iii) of the Loan Amount reasons for such disagreement. If the Shareholders do not so notify Purchaser, the Adjusted Closing Date Shareholders' Equity shall be as determined by Purchaser. If the Shareholders do so notify Purchaser and if the Parties have not resolved any such disagreement within twenty days after the giving of such notice, Shareholders and Purchaser shall select and submit the determination of the Adjusted Closing Date Shareholders' Equity to a nationally recognized accounting firm (the “Upfront Payment”) "Arbitrator"). If Purchaser and the Shareholders are unable to agree upon and select the third party account Arbitrator within ten days after the expiration of such twenty-day period, the Notary Arbitrator shall be selected in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer rules of the Seller Shares, American Arbitration Association. The Parties shall cause the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer Arbitrator to submit its determination of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the SellersAdjusted Closing Date Shareholders' Equity as promptly as reasonably practicable. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated Such determination by the SellersArbitrator shall be binding upon the Parties. If there are any changes to the Proceeds Allocation after the Effective DateAdjusted Closing Date Shareholders' Equity, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changesas determined in accordance with this subsection 1.3(b), and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment is less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be than $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period1,528,877, the Initial Purchase Price shall be reduced by the amount of the shortfall and, within fifteen days of such determination, (i) Purchaser shall pay to the Shareholders the excess, if any, of $35,000,000, and in no event 1,500,000 over such shortfall or (ii) the Shareholders shall deliver to the Purchaser any amount by which such shortfall exceeds $1,500,000. Interest at the Purchaser Borrowing Rate (as hereinafter defined) shall be obligated to pay Sellers payable on any amounts in respect of payable under this subsection 1.3 (b) from the MilestonesClosing Date until paid. (iiii) In addition Purchaser shall pay to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts ifShareholders amounts, in addition cash, equal to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) the lesser of (1) one-half of Net After-Tax Income (as hereinafter defined) for the year ending December 31, 1998 and (2) $5,000,000, provided the Acquired Company has successfully completed the ***; 1,250,000; (B) the amount by which the lesser of (1) one-half of Net After-Tax Income for the two years ending December 31, 1999 and (2) $5,000,000, provided 2,500,000 exceeds the Acquired Company is issued a patent *** (the “Patent”amount payable to Shareholders pursuant to subsection 1.3(c)(i)(A); ; (C) the amount by which the lesser of (1) one-half of Net After-Tax Income for the three years ending December 31, 2000 and (2) $10,000,000, provided ***, except as provided in Section 5.11 hereof3,750,000 exceeds the aggregate amount payable to Shareholders pursuant to subsections 1.3(c)(i)(A) and (B); and and (D) the amount by which the lesser of (1) one-half of Net After-Tax Income for the four years ending December 31, 2001 and (2) $5,000,0005,000,000 exceeds the aggregate amounts payable to Shareholders pursuant to subsections 1.3(c)(i)(A), provided ****, except as provided in Section 5.11 hereof(B) and (C). Any payment required to be made by Purchaser to the Shareholders pursuant to subsection 1.3(c) shall be paid not later than 90 days after the end of the year to which such payment relates.

Purchase Price. (a) The initial purchase price for Upon the Shares will be calculated as set forth in Section 1.6(b) below (terms and subject to the “Initial Purchase Price”). At the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the wire instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver delivered to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance Closing, in U.S. dollars and upon request by Purchaserimmediately available funds, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing purchase price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and collectively(y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Base MilestonesPer Share Price”) has been achieved by ). In the Acquired event the Company fails to pay a Purchase Price on or prior to an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of the Milestone Completion Notice: (Bany such default, each a “Default Date”) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts ifsold hereunder as such Closings, in addition to the Base Milestonesaggregate, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesDefault Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The purchase price to be paid by the Purchaser to the Seller for the Property (the "Purchase Price") is Seventy-Six Million Three Hundred Thousand Dollars ($76,300,000.00) payable as follows: (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(bSeven Hundred Fifty Thousand Dollars ($750,000.00) below (the “Initial Purchase Price”)"Downpayment") shall be paid within five (5) business days of the execution and delivery of this Agreement, by delivery to First American Title Insurance Company (the "Escrow Agent") of a certified or bank check drawn on or by a bank which is a member of the New York Clearing House Association (a "Clearing House Bank") or by bank wire transfer of immediately available funds to the Escrow Agent's account at the Approved Institution. The Downpayment shall be held and disbursed by the Escrow Agent in accordance with the terms of Section 15. At the Closing, Purchaser the Deposit shall transfer an amount be credited against the portion of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, payable pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”Section 2(c). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto.; (b) If As consideration for the Purchaser's acceptance of title to the Property subject to the existing deed of trust described on Schedule 2 hereto (the "Continuing Mortgage"), Purchaser elects shall be entitled to issue shares of Purchaser Common Stock a credit at the Closing against the Purchase Price in respect of some or all an amount equal to the aggregate unpaid principal balance of the Upfront Payment, then: (i) prior to such issuance and upon request promissory note secured by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange Continuing Mortgage on the Closing Date; (ii) . It shall be a condition to Purchaser's obligation to purchase the Property that the Seller shall not have modified any provisions of the Continuing Mortgage subsequent to the extent that date hereof without the Upfront Payment consists of cash and Purchaser Common StockPurchaser's prior consent, each Seller which consent shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingnot be unreasonably withheld or delayed. (c) The Initial balance of the Purchase Price (i.e., the Purchase Price minus the credits set forth in Sections 2(a) and (b) above) shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) paid at the Sellers’ Representative delivers a Milestone Completion Notice Closing by bank wire transfer of immediately available funds to the Purchaser during Seller's account or to the Put Option Period and (y) each account or accounts of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved such other party or parties as may be designated by the Acquired Company Seller on or prior to before the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Closing Date. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for On the Shares will be calculated as set forth in Section 1.6(b) below (first Business Day following the “Initial Purchase Price”). At the ClosingEffective Date, Purchaser shall pay to the Escrow Agent the Deposit, as an xxxxxxx money deposit of a portion of the estimated Purchase Price for all of the Mortgage Servicing Rights intended to be sold hereunder, by wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) which shall be held by the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary Agent in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoEscrow Agreement. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all In full consideration for the sale of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock Mortgage Servicing Rights to be issued shall be equal sold pursuant to (xSection 2.02(a)(i) the Upfront Payment less the amount of any cash transferred and subject to the Notary in respect terms and conditions of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole electionthis Agreement, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect pay to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial the Purchase Price shall be determined in accordance with this Section 3.01, as follows: (i) The Initial On the Sale Date or Subsequent Sale Date, as applicable, Purchaser shall pay to Seller a sum equal to fifty percent (50%) of the Estimated Purchase Price (which shall be $45,000,000 pluscalculated in accordance with Section 3.01(c)), if applicableminus, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice with respect to the Purchaser during the Put Option Period GNMA Mortgage Servicing Rights only, $81,000,000, and (y) each net, in all cases, of the following milestones pro rata portion (each, a “Base Milestone,” and collectively, in accordance with applicable Mortgage Loan balances as of the “Base Milestones”Sale Date) has been achieved by of the Acquired Company on or prior Deposit with respect to the date applicable Servicing Agreement(s), on the Sale Date immediately following the Closing by wire transfer of immediately available federal funds, to an account designated by Seller, and Seller and Purchaser shall promptly cause the Escrow Agent to release such portion of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Deposit to Seller as soon as practicable thereafter. (ii) On the applicable Servicing Transfer Date, Purchaser shall pay to the Seller a sum equal to the portion of the Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date or Subsequent Sale Date, as applicable, and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Sale Date or Subsequent Sale Date, as applicable, to such Servicing Transfer Date or between such Servicing Transfer Dates by wire transfer of immediately available federal funds, to an account designated by Seller. (c) No later than three (3) Business Days prior to the Sale Date, Seller shall complete and provide to Purchaser, the (i) the preliminary Mortgage Loan Schedule and (ii) the Estimated Purchase Price Computation Worksheet setting forth the Estimated Purchase Price, in the form of Exhibit A-1 and based on information regarding the Mortgage Loans as of the previous month-end trial balance that is included in the preliminary Mortgage Loan Schedule. (d) No later than ten (10) Business Days after the Sale Date, Seller shall complete and provide to Purchaser, the (i) final Mortgage Loan Schedule and (ii) the Purchase Price Computation Worksheet setting forth Seller’s computation of the Purchase Price, in the form of Exhibit A-2 and based on information regarding the Mortgage Loans as of the Sale Date that is included in the final Mortgage Loan Schedule. Within five (5) Business Days after delivery to the Purchaser of the Purchase Price Computation Worksheet, (A) the Seller shall pay to Purchaser (x) the amount, if any, by which fifty percent (50%) of the Estimated Purchase Price exceeds fifty percent (50%) of the Purchase Price, plus (y) interest on the applicable amount computed pursuant to clause (A)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount; or (B) Purchaser shall pay to the Seller (x) the amount, if any, by which fifty percent (50%) of the Purchase Price exceeds fifty percent (50%) of the Estimated Purchase Price, plus (y) interest on the amount computed pursuant to clause (B)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount. (e) In the event Purchaser delivers the sale of the Purchased Assets related to any Servicing Agreement is delayed to a Subsequent Sale Date in accordance with Section 2.02(a)(ii), additional Estimated Purchase Election Notice Price Computation Worksheet(s) and Purchase Price Computation Worksheet(s) related to the Sellers’ Representative during Purchased Assets to be sold on such Subsequent Sale Date shall be delivered, and the Call Option Period, portions of the Initial Estimated Purchase Price and Purchase Price to be paid hereunder related to the Purchased Assets to be sold on such Subsequent Sale Date shall be $35,000,000paid, in accordance with the preceding provisions of this Section 3.01 as if such Subsequent Sale Date were the Sale Date thereunder, net of the portion of the Deposit with respect to the applicable PLS Servicing Agreement(s), and in no event Seller and Purchaser shall promptly cause the Purchaser be obligated Escrow Agent to pay Sellers any amounts in respect release such portion of the MilestonesDeposit to Seller as soon as practicable following such Subsequent Sale Date. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Purchaser shall pay to Seller, in consideration for the Shares will be calculated as set forth in Section 1.6(b) below Acquired Assets, the following amount (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus ): (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto sum of One Hundred Thousand Dollars ($100,000.00) (the “Proceeds AllocationInitial Payment”); and (ii) a series of ten (10) annual installment payments (each a “Royalty Payment”), due and payable not later than thirty (30) days following the end of each Payment Year and equal to the lesser of (A) $200,000, or (B) an amount (the “Royalty”) and equal to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five ten percent (510%) Business Days of any Net Sales for such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoPayment Year. (b) If Purchaser elects to issue shares Notwithstanding any other provision of Purchaser Common Stock in respect of some or all of the Upfront Paymentthis Section 2.3, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued no Royalty Payment shall be equal payable unless and until Product shall be produced, brought to market, and sold to a customer within the United Sates (x) other than an Affiliate of Purchaser). And the Upfront first Payment less Year shall not commence until the amount of any cash transferred to date when the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingfirst such sale occurs. (c) On or promptly after the Closing Date, but in no event later than thirty (30) days after the Closing Date, Seller shall deliver all tangible portions of the Acquired Assets (excluding the Technical Package) to Purchaser by hand delivery at the Closing or by shipping such items at Purchaser’s expense to a destination in the United States specified by Purchaser. The Initial Purchase Price Technical Package shall be determined delivered to Purchaser as follows:provided in subsection 2.3(f) below. (id) Seller hereby agrees that at all times after the Closing Date, unless an Event of Default shall have occurred and be continuing, neither Seller nor any Affiliate of Seller shall directly or indirectly market, sell, produce, license or in any way exploit mecmylamine hydrochloride in the Territory. (e) The Initial Purchase Price Payment will be tendered by Purchaser to Seller not later than the close of banking business on the Closing Date by Federal wire of funds to Chase Manhattan Bank, ABA #000000000, Merck & Co., Inc. A/C #000-0-000000; Reference: Sale of Inversine® to Xxxxxx Bioscience, Inc. March 1998 [Closing Date]. All Royalty Payments shall be $45,000,000 plus, if applicable, any amounts payable pursuant paid by Purchaser to Section 1.6(c)(iii) if (x) Seller on the Sellers’ Representative delivers a Milestone Completion Notice date they are due by federal wire funds according to the wire transfer fund instructions above or amended wire instructions given by Seller to Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***in writing. (iif) In Following the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option PeriodClosing Date, the Initial Purchase Price Seller shall be $35,000,000, and in no event shall use reasonable efforts to assemble the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion NoticeTechnical Package. The Base Milestones and Seller shall describe the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued Technical Package in a patent *** schedule (the “PatentTechnical Package Schedule”); ) to be delivered to Purchaser at the same time as the Technical Package. Notwithstanding any provision hereof to the contrary, the description of the Technical Package in the Technical Package Schedule as delivered by Seller shall conclusively establish the identity of the Documentation to be included in the Technical Package. Delivery of the Technical Package as described in the Technical Package Schedule to Purchaser shall be the Seller’s sole post-Closing responsibility with regard to the delivery of Documentation to Purchaser. The Seller shall deliver the Technical Package and the Technical Package Schedule to Purchaser not later than one hundred twenty (C120) $10,000,000, provided ***, except as provided days after the Closing Date by shipping such items at Seller’s expense to a destination in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereofthe United States specified by Purchaser.

Purchase Price. (a) The initial Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Shares will Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be calculated paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth in Section 1.6(b) below herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the “Initial Purchase Price”"Escrow Agent"). At the Closing, Purchaser the Buyer, the Seller and the Escrow Agent shall transfer enter into an amount of cash (escrow agreement in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal form and substance satisfactory to the Initial Purchase Price minus parties (ithe "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Amounts, Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (ii) as hereinafter defined). Each of the Buyer and the Seller Funded Expenses and shall receive from the Escrow Agent copies of checks (iiior wire transfer statements) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary deposited along with any other information submitted in accordance connection with the instructions each such payment. Joint authorization in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed writing signed by each of the Sellers Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a “Revised Proceeds Allocation”"New Receivable"). Unless Within three business days (3) following delivery of the Buyer Notification, the Seller and until Purchaser receives the Buyer shall jointly instruct the Escrow Agent in a Revised Proceeds Allocation, Sellers shall be bound writing signed by each of the Proceeds Allocation set forth on Schedule A attached hereto. Buyer and the Seller to (bi) If Purchaser elects distribute to issue shares of Purchaser Common Stock in respect of some or the Buyer all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting funds deposited in the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D Lock Box with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plusNew Receivables, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice distribute to the Sellers’ Representative during Seller forty two and one half percent (42.5%) of the Call Option Periodfunds deposited in the Lock Box with respect to the Closing Receivables; provided however, the Initial Purchase Price shall be $35,000,000, and that in no event shall the Purchaser Seller be obligated entitled to pay Sellers any amounts receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the Milestones. (iii) In addition accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestonessuch schedule.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for In the Shares will be calculated as event that a breach shall involve any representation or warranty set forth in Section 1.6(b) below (3.02 and such breach cannot be cured within 90 days of the “Initial earlier of either discovery by or notice to the Seller of such breach, all of the Mortgage Loans affected by such breach shall, at the Purchaser's option, be repurchased by the Seller at the Purchase Price”). The Seller may, assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 3.03 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the Closingtime of substitution or repurchase of any deficient Mortgage Loan, the Purchaser and the Seller shall transfer an amount arrange for the reassignment of cash (in United States dollars of immediately available funds), the repurchased or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal substituted Mortgage Loan to the Initial Seller and the delivery to the Seller of any documents held by the Purchaser relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price minus (i) is deposited in the Escrow AmountsCollection Account, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance shall, simultaneously with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Sharessuch deposit, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice give written notice to the Purchaser during that such deposit has taken place. Upon such repurchase, the Put Option Period and (y) each Mortgage Loan Schedule shall be amended to reflect the withdrawal of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***repurchased Mortgage Loan from this Agreement. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Shares will Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be calculated paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth in Section 1.6(b) below herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as their banking agent (the “Initial Purchase Price”"Banking Agent") and establish a joint account with the Banking Agent under Seller's federal tax identification number that requires the signatures of one of two designees of Seller and one of two designees of Buyer for any withdrawals or other activity other than deposits (the "Joint Account"). At The Banking Agent shall collect and deposit the ClosingClosing Receivables and the New Receivables (as defined below) into the Joint Account and shall periodically provide to the Buyer and the Seller a detail of such receivables (including the amount, Purchaser payor and related invoice number of each payment and copies of checks deposited along with any other information submitted in connection with each such payment). Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Joint Account. Within three (3) business days following the end of each bi-weekly period commencing on the Closing Date, the Buyer shall transfer an notify the Seller in writing (the "Buyer Notification") as to what amount of cash the funds deposited into the Joint Account by the Banking Agent for a given bi-weekly period were payments of Closing Receivables and what amount of such funds were payments of accounts receivable from accounts comprising the Closing Receivables generated post closing (the "New Receivables"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly execute checks (or authorize wire transfers) drawing on funds held in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser the Joint Account to (“Purchaser Common Stock”), equal i) distribute to the Initial Purchase Price minus Buyer all of the funds deposited in the Joint Account with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Joint Account with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Joint Account. The remaining funds deposited in the Joint Account with respect to the Closing Receivables shall be used solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Joint Account Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall jointly execute checks (or authorize wire transfers) drawing on funds held in the Joint Account to the parties as specified in such schedule. The Joint Account shall terminate (the "Joint Account Termination Date") upon the later of (i) the Escrow AmountsSeller's receipt of the Maximum Amount from funds deposited in the Joint Account, (ii) the Seller Funded Expenses payment by the Buyer of all of the Assumed Liabilities, or such lesser amount pursuant to settlement agreements with such third party creditors, such settlement agreements to be in form and substance reasonably satisfactory to the Seller; or (iii) 30 days following the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day first anniversary of the Closing Date, the Notary shall pay . Buyer agrees to Sellers the Upfront Payment, pursuant use its reasonable best efforts to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or collect all of the Upfront PaymentClosing Receivables, then: (i) maintain good working relationships with such accounts comprising the Closing Receivables and discourage returns of previously sold products. Amounts collected by Buyer from accounts comprising Closing Receivables shall be applied first to the oldest Closing Receivable prior to applying such issuance and upon request by Purchaseramounts to New Receivables. Buyer further agrees that after the Closing Date it, (A) Sellers together with Seller, shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock prepare a notice to be issued shall be equal delivered to (x) the Upfront Payment less the amount of any cash transferred all customers corresponding to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on Closing Receivables informing such customers that payments relating to the Closing Date; (ii) Receivables are to be made to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingJoint Account. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof."

Purchase Price. (a) 5.1. The initial purchase price Total Purchase Price payable by the Purchaser to the Seller for the Shares will Property shall be calculated as set forth the amount described in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account Clause 3 of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer Covering Schedule, which amount is inclusive of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) Value Added Tax and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the which amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined is payable as follows: (i) The Initial Purchase Price 5.1.1. the Purchaser shall be $45,000,000 pluspay the Deposit in cash, if applicableon the date set in Clause 3.6 of the Covering Schedule, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during Transferring Attorneys, which Xxxxxxx will be held in trust by the Put Option Period and (yTransferring Attorneys to be invested by them in terms of Section 86(4) each of the following milestones Legal Practice Act 28 of 2014 (eachthe LPA), a “Base Milestone,” and collectively, until the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date Transfer Date. The interest of the Milestone Completion Notice: above, less an administration fee of 1% (BOne) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts per year in respect of management and/or administration fees payable by the Milestonesbank to the Transferring Attorneys, will accrue to the Purchaser. The Transferring Attorneys will not be able to invest the Deposit unless the Purchaser has furnished the Transferring Attorneys with: 5.1.1.1. all the FICA documentation and information required by the Transferring Attorneys to open an investment account, as may be applicable on the Purchaser as per Annexure D and the Purchaser agrees to grant the Transferring Attorneys full co-operation and disclosure to comply with the FICA requirements and the LPA, which documentation must be supplied by the Purchaser to the Transferring Attorneys or before the Signature Date, and 5.1.1.2. payment confirmation which must clearly state the reference number, Section Number and contact details of the Purchaser concerned. The Purchaser shall not be entitled to any interest on the Deposit until the documentation has been provided to the Transferring Attorneys and proof of receipt thereof was acknowledged by the Transferring Attorneys, and 5.1.2. the Purchaser shall on or before the date in Clause 3.8 of the Covering Schedule furnish the Transferring Attorneys with a guarantee issued in favour of the Transferring Attorneys for the Balance of the Total Purchase Price, in favour of the Seller or a payee nominated by the Transferring Attorneys. The guarantee is to be issued by a bank and must be payable against registration of transfer of the Property into the name of the Purchaser, or the Purchaser may elect to pay such amount in cash in which instance the amount must be paid to the Transferring Attorneys, which amount must be invested by them, subject to the terms and conditions provided for in Clause 5.1.1 above. 5.2. All monies due by the Purchaser in terms of this Agreement, and unpaid on the Due Date, shall bear interest at Prime Overdraft Rate plus 2 (iiiTwo) In addition percent calculated from the Due Date to the amounts specified actual date of payment thereof. 5.3. All or any payments to be effected hereunder shall be effected by the Purchaser to the Transferring Attorneys free of exchange at Cape Town and without deduction or set off. 5.4. If the VAT rate in Section 1.6(c)(i)effect on the Signature Date is at any time after the Signature Date increased or reduced in such a manner that the VAT payable on the supply of the Property is increased or reduced, the Initial Seller may give the Purchaser notice of its intention to increase or decrease the Total Purchase Price according to the amendment in the VAT rate. If the Purchaser does not accept such amendment, the Seller may withdraw the above notice and notify the Purchaser of its intention to revert to the original Total Purchase Price, failing to do so this Agreement will lapse and be of no further force of effect. 5.5. The Transferring Attorneys are designated as an “Accountable Institution” in terms of FICA and certain obligations are placed on the Transferring Attorneys in terms of POCA. The Purchaser accordingly undertakes to provide to the Transferring Attorneys all information and documentation (including the FICA documents) to enable the Transferring Attorneys to fulfil its obligations in terms of both FICA and POCA. 5.6. The Purchaser shall not be increased allowed to take occupation of the Property until payment of the Total Purchase Price has been made to the Transferring Attorneys or secured to the satisfaction of the Seller. 5.7. The Purchaser warrants that he has the requisite financial means to fulfil his payment obligations in terms of this Agreement as and when such obligations fall due. 5.8. Any withdrawal or purported withdrawal by a financial institution / guarantor of the bank guarantee and/or the requisite bond approval for any reason whatsoever after being issued, shall constitute a material breach by the following amounts if, in addition Purchaser of his obligations to secure the Base Milestones, any payment of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery Total Purchase Price in terms of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestonesthis Agreement.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for In consideration of the Shares will be calculated as sale, assignment, transfer and conveyance to the Depositor of the Aggregate Receivables and related Transferred Assets, on the terms and subject to the conditions set forth in Section 1.6(b) below this Agreement, the Depositor shall, on each Sale Date, pay and deliver to Ditech, in immediately available funds on the related Sale Date, or otherwise promptly following such Sale Date if so agreed by Ditech, as receivables seller, and the Depositor, a purchase price (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), ) equal to the Initial Purchase Price minus (i) in the Escrow Amountscase of one Receivable sold, assigned, transferred and conveyed on such Sale Date, the fair market value of such Receivable on such Sale Date or (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Sharescase more than one Receivable is sold, the Notary shall hold the Upfront Payment assigned, transferred and conveyed on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing such Sale Date, the Notary shall pay to Sellers aggregate of the Upfront Paymentfair market values of such Receivables on such Sale Date, pursuant payable in cash to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and extent of funds available to the bank accounts or brokerage accounts so indicated by the SellersDepositor. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to To the extent that the Upfront Payment consists Purchase Price of the Additional Receivables is greater than the cash and Purchaser Common Stockportion of the Purchase Price, each Seller then the Depositor shall receive (i) first, pay such portion of the same proportion Purchase Price in the form of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute a borrowing under the True-Up Agreement Subordinated Note in substantially the form attached hereto as Exhibit D with respect A; provided however, that the Depositor may not make any borrowing under the Subordinated Note unless at the time of (and immediately after) each borrowing thereunder, both before and after the sale transaction (1) the Depositor’s total assets exceed its total liabilities, (2) the Depositor’s cash on hand is sufficient to satisfy all of its current obligations (other than its obligations under the Subordinated Note and the obligation to pay the Purchase Price), (3) the Depositor is adequately capitalized at a commercially reasonable level and (4) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinated Note is adequate and (ii) second, to the shares of Purchaser Common Stock issued extent the Depositor cannot make a borrowing under the Subordinated Note, accept a contribution to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice its capital from Ditech in an amount equal to the Purchaser during the Put Option Period and (y) each remaining unpaid portion of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved Purchase Price. Ditech is hereby authorized by the Acquired Company Depositor to endorse on or prior the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice failure to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price make such notation shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers not affect any amounts in respect obligation of the Milestones. (iii) In addition to the amounts specified Depositor thereunder. Ditech shall record in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, its books and records all increases in addition to the Base Milestones, any and payments in reduction of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery outstanding principal amount of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesSubordinated Note.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price aggregate consideration for the Shares will LLC Interests shall be calculated an amount equal to the Final NAV (the “Purchase Price”) as set forth in the Final NAV Statement, which shall be payable by the Purchasers to the Seller in accordance with this Section 1.6(b) below 2.2, Section 2.6, and Section 3.1. The amount payable by the Purchasers to the Seller on the Closing Date shall be the Estimated NAV less the amount of the Escrowed Deposit (the “Initial Purchase Price”). At the which, as part of Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal be paid to the Initial Purchase Price minus Seller as provided in Section 2.5). (ib) The Parties agree that for U.S. federal income Tax purposes, the Escrow Amountspurchase of the LLC Interests shall be treated as the purchase of the Projects. The Parties further agree to allocate the Estimated NAV, (ii) the Seller Funded Expenses Bank Payoff Amount, any assumed liabilities and (iii) any other amounts treated as consideration for U.S. federal income Tax purposes among the Loan Amount (the “Upfront Payment”) Projects that are treated as transferred to the third party account of the Notary Purchasers in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer rules under Section 1060 of the Seller SharesInternal Revenue Code of 1986, as amended, and the Notary shall hold Treasury Regulations promulgated thereunder (the Upfront Payment on behalf of Purchaser“US Tax Allocation”). After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one Within ninety (190) Business Day of days following the Closing Date, the Notary Purchasers shall pay to Sellers the Upfront Payment, pursuant prepare and deliver to the allocation set forth Seller an initial draft of the US Tax Allocation. The Seller shall have sixty (60) days thereafter to provide the Purchasers with a statement of any disputed items with respect to such US Tax Allocation. If the Purchasers and the Seller agree on Schedule A attached hereto the US Tax Allocation, then the Sellers and the Purchasers shall (and shall cause their Affiliates to) report consistently with the “Proceeds US Tax Allocation on all Tax Returns, and neither the Seller nor the Purchasers shall (or shall permit their Affiliates to) take any position on any Tax Return that is inconsistent with the US Tax Allocation”) and to , unless required by a Taxing authority. If the bank accounts or brokerage accounts so indicated disputed items are not resolved by the Sellers. If there are any changes to Seller and the Proceeds Allocation after Purchasers within thirty (30) days following the Effective DateSeller’s submission of its statement of disputed items, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by then each of the Sellers (a “Revised Proceeds Purchasers and the Seller shall use their own US Tax Allocation”). Unless The Seller and until Purchaser receives a Revised Proceeds Allocationthe Purchasers shall make appropriate adjustments to the US Tax Allocation to reflect the Final NAV. Subject to the foregoing, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued Final NAV shall be equal to (x) the Upfront Payment less the amount used for all Tax purposes under this Agreement, including for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax law and analogous provisions of any cash transferred to the Notary in respect of the Initial Purchase Priceapplicable foreign laws, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; and (ii) Seller and the Purchasers shall file all Tax Returns and related Tax documents consistent with the Final NAV, provided that, for the avoidance of doubt, any Tax Returns filed by an Owner shall reflect the books and accounts of such Owner and need not be consistent with the Final NAV or the value of the LLC Interests as reflected therein, to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingapplicable. (c) The Initial Purchase Price Purchasers shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 pluspay, if applicableat or immediately prior to Closing, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each on behalf of the following milestones (eachrespective Owner, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to existing financings encumbering the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** Projects described on Exhibit E attached hereto (the “PatentExisting Mortgages”); (C) $10,000,000, provided ***, except the Bank Payoff Amount as provided set forth in Section 5.11 hereof; and (D) $5,000,000, provided ****, except and as provided in Section 5.11 hereofdirected by the Bank Payoff Statements.

Purchase Price. (a) The initial purchase price for Annex A sets forth a statement (the Shares will be “Estimate Statement”) containing the estimated amount due under the Purchase Price Formula, calculated as set forth in Section 1.6(b) below of the Closing Date (the “Initial Purchase Price”). At The Estimate Statement has been prepared in good faith by Sellers; provided, however, that Buyer’s belief that the Closing, Purchaser shall transfer an amount Estimate Statement is reasonable when given (and Buyer’s payment of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (iPrice) the Escrow Amountsshall not foreclose, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account prevent, limit or preclude any rights or remedy of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation Buyer set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoherein. (b) If Purchaser elects On or before sixty (60) days following the Closing Date, Sellers shall prepare and deliver to issue shares of Purchaser Common Stock in respect of some or all Buyer a statement (the “Closing Statement”) setting forth the actual amount due under the Purchase Price Formula, calculated as of the Upfront Paymentactual Closing Date and based upon the Businesses’ audited revenue statements for such period (the “Final Purchase Price”), then:together with a letter from the chief financial officer of MFFB certifying that the amounts set forth in the Closing Statement are accurate. The Final Purchase Price, as calculated by the Sellers, shall be final and binding on the parties hereto unless Buyer delivers to Sellers a reasonably detailed statement describing its objections to the calculation of the Final Purchase Price (a “Statement of Objection”) within thirty (30) days of its receipt of the Closing Statement. (c) If the Buyer delivers to Sellers a timely Statement of Objection, Buyer and the Sellers and their respective independent accountants shall negotiate in good faith and use reasonable best efforts to resolve any dispute. If a final resolution is not reached within thirty (30) days after the Buyer has submitted a timely Statement of Objection, any remaining disputes shall be resolved by an independent accounting firm selected jointly by the parties (the “Reviewing Accountant”). The Reviewing Accountant shall be instructed to limit its review to matters specifically set forth in the Statement of Objections and to resolve any matters in dispute as promptly as practicable, but in no event more than thirty (30) days after such matters have been submitted to them, and to set forth their resolution in a statement (the “Accountant Statement”) setting forth the Final Purchase Price. With respect to any disputed matter, the Reviewing Accountant may select Buyer’s figure, the Sellers’ figure or any figure between the two. The Reviewing Accountant shall act as an arbitrator to determine only those issues in dispute, based solely on the terms of this Agreement and the presentations by the parties and not by independent review of legal, accounting or factual matters. The Reviewing Accountant shall only consider issues, amounts or matters disputed in a Statement of Objection delivered within the applicable thirty (30) day period. The determination of the Reviewing Accountant shall be final and binding on the parties hereto. (d) The fees and expenses of the Reviewing Accountant shall be borne by Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Reviewing Accountant, and such proportionate allocation shall also be determined by the Reviewing Accountant when their determination is rendered on the merits of the matter submitted. For illustration purposes only: (i) prior if the total amount of disputed items by the Sellers is $100,000 and the Reviewing Accountant award the Sellers $50,000, then the Sellers and Buyer shall bear the Reviewing Accountant’s fees and expenses equally; or (ii) if the total amount of the Sellers’ disputed items is $100,000 and the Reviewing Accountant award the Sellers $75,000, then the Sellers shall bear 25% and Buyer shall bear 75% of the Reviewing Accountant’s fees and expenses. (e) The Sellers and Buyer shall cooperate with each other and the Reviewing Accountant in connection with the matters contemplated by this Section 3.2, including Sellers’ preparation of and the Buyer’s review of the Closing Statement, in each case including by furnishing such information and access to such issuance books, records (including accountants’ work papers), personnel and upon request by Purchaserproperties as may be reasonably requested. (f) Within three (3) days after the final determination of the Final Purchase Price in accordance with this Section 3.2, (A) if the Final Purchase Price is less than the Initial Purchase Price (the “Purchase Price Deficit”), Sellers shall deliver (1) pay to Purchaser such representations Buyer, by wire transfer in immediately available funds to an account designated in writing by Buyer, an amount in cash equal to seventy-five percent (75%) of the Purchase Price Deficit and warranties as Purchaser shall reasonably request for purposes of exempting (2) return to the issuance of such shares Buyer or Parent, or otherwise permit the Buyer or Parent to release from the registration requirements of the Securities Act and (B) the Escrow Amount, a number of shares of Purchaser Common Stock to be issued shall be Parent Shares equal to the quotient determined by dividing (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect twenty-five percent (25%) of the Initial Purchase Price, divided Price Deficit by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common StockDate Reference Price, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In if the event Purchaser delivers a Final Purchase Election Notice to the Sellers’ Representative during the Call Option Period, Price is greater than the Initial Purchase Price shall be $35,000,000, and in no event shall (the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i“Purchase Price Increase”), the Initial Buyer shall (1) pay to Sellers, by wire transfer in immediately available funds to an account designated in writing by Sellers, an amount in cash equal to seventy-five percent (75%) of the Purchase Price shall be increased by the following amounts if, in addition Increase and (2) issue to the Base Milestones, any Sellers a number of Parent Shares equal to the quotient determined by dividing (x) twenty-five percent (25%) of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery dollar amount of the Milestone Completion NoticePurchase Price Increase by (y) the Closing Date Reference Price. The Base Milestones parties agree that, notwithstanding the foregoing, Buyer or Sellers may, as appropriate, make any adjustments in the form of payment due under this Section 3.2 in order to ensure that the amount of the Final Purchase Price paid to the Sellers, collectively, is comprised of exactly seventy-five percent (75%) cash and the Additional Milestones shall together be referred to herein as the “Milestonestwenty-five percent (25%) Parent Shares.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(bPurchased Assets (other than the Additional Properties) below is Four Hundred Twenty-Five Million dollars ($425,000,000) (the “Initial Base Purchase Price”). At , subject to adjustment under Sections 1.6, 1.9, 5.3 and Article VI (the ClosingBase Purchase Price, Purchaser as adjusted, “Purchase Price”); provided that Buyer shall transfer deposit the Purchase Price in an escrow account (the “Escrow Account”) established at JPMorgan Chase Bank, N.A. (the “Escrow Agent”) pursuant to the terms of the escrow agreement (“Escrow Agreement”) attached hereto as Exhibit J. (a) If Sellers obtain the Post-Closing Agreement pursuant to Section 5.1(d), or Buyer elects to waive Sellers’ obligation to obtain such Post-Closing Agreement pursuant to Section 1.4(b), then within three (3) days after receiving the Post-Closing Agreement or Buyer’s waiver of the obligation, the Parties shall instruct the Escrow Agent to (i) retain an amount equal to $42,500,000 (the “Escrow Amount”) and (ii) remit the balance of cash (in United States dollars the Purchase Price by wire transfer of immediately available funds)funds to the account designated by Sellers’ Representative within two (2) Business Days. The Escrow Amount shall be used to fund Sellers’ obligations (if any) with respect to Environmental Defects or Title Defects pursuant to Section 5.3 and Article VI, respectively. The Parties shall execute such withdrawal instructions as are necessary to instruct the Escrow Agent to remit any funds remaining in the Escrow Account to an account designated by Sellers’ Representative on the first business day following the Objection Date; provided, however that to the extent any Title Defects or common stockEnvironmental Defects (i) are resolved in favor of Buyer on or prior to the Objection Date and would require a downward adjustment to the Purchase Price pursuant to Section 5.3 or Article VI, par value $0.001 per sharethen the Parties shall execute such withdrawal instructions as are necessary to instruct the Escrow Agent to remit any funds necessary to satisfy Sellers’ obligations to an account designated by Buyer or (ii) remain unresolved after the Objection Date, of Purchaser (“Purchaser Common Stock”), the Parties shall retain funds in the Escrow Account in an amount equal to the Initial Purchase Price minus (i) asserted Title Defect Values or Environmental Defect Values for the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary unresolved defects until such matters are finally resolved in accordance with Section 5.3 and Article VI. In the instructions in the Notary Instruction Letter. Prior event of any dispute arising from or relating to the transfer of the Seller SharesEscrow Account, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers dispute shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoresolved in accordance with Section 8.3(d). (b) If Purchaser elects Sellers do not obtain the Post-Closing Agreement pursuant to issue shares Section 5.1(d) on or before December 31, 2010, and Buyer does not elect to waive this post-closing obligation of Purchaser Common Stock in respect of some or all Sellers, then Sellers shall have the right to extend the deadline to obtain the Post-Closing Agreement until 3:00 p.m. Dallas time on January 14, 2011 (the “Extended Post-Closing Agreement Period”). If, by the expiration of the Upfront PaymentExtended Post-Closing Agreement Period, then: Sellers do not obtain the Post-Closing Agreement, Buyer may either waive the obligation of Sellers to obtain the Post-Closing Agreement or elect to terminate this Agreement by written notice to Sellers. If, upon expiration of the Extended Post-Closing Agreement Period, (i) prior to such issuance and upon request by PurchaserSellers obtain the Post-Closing Agreement, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; or (ii) Sellers do not obtain the Post-Closing Agreement but Buyer waives the obligation of Sellers to obtain the Post-Closing Agreement, then the Parties shall proceed to release the funds and closing deliverables held in escrow pursuant to this Section 1.4 and Article II, respectively. If Buyer elects to terminate this Agreement pursuant to this Section 1.4(b), then within three (3) days after Buyer’s notice of termination, the Parties shall instruct the Escrow Agent to remit the Purchase Price to Buyer. In the event of such termination, all monies, proceeds, receipts, credits, and income, and all costs, payables, debits and expenses, accruing to the Purchased Properties for the period from the Effective Date to the date of termination, shall be the sole property and entitlement, and the sole responsibility, of Sellers and, to the extent that received or paid by Buyer, Buyer shall fully disclose, account for, and promptly transmit to Sellers, or Sellers shall promptly transmit to Buyer, as the Upfront Payment consists case may be. In the event of cash and Purchaser Common Stockthe termination of this Agreement by Buyer pursuant to this Section 1.4(b), each Seller none of the Parties shall receive the same proportion have any liability hereunder of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect any nature whatsoever to the shares other Parties, including any liability for damages; provided, however, that Sellers shall indemnify Buyer for any claims or liability relating to the Purchased Properties regardless of Purchaser Common Stock issued when the events giving rise to each Seller so electingsuch claims or liability occurred. (c) For federal tax purposes, the sale of the Purchased Assets shall occur on the date Sellers obtain the Post-Closing Agreement or Buyer elects to waive the Sellers’ obligation to obtain the Post-Closing Agreement. The Initial Purchase Price shall Parties intend for the payment of the Escrow Amount to be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable eligible for the installment method of reporting pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each 453 of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000Code, and in the Parties shall take no event shall action that is inconsistent with the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesforegoing. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will to be calculated purchased by each Buyer at the Initial Closing (the "Initial Closing Purchase Price") shall be sum of (x) the amount set forth opposite such Buyer's name in column (4) of the Schedule of Buyers (the “Firm Share Purchase Price”), plus (y) that number of Additional Shares, if any, to be purchased by such Buyer as set forth in Section 1.6(b) below the Initial Closing Buyer Schedule multiplied by $8.00 per Additional Share (the “Initial Minimum Additional Share Purchase Price”). At least three (3) days prior to the ClosingInitial Closing Date, Purchaser each Buyer shall transfer deposit its Firm Share Purchase Price with an amount of cash escrow agent mutually acceptable to the Buyers and the Company (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (the “Purchaser Common StockEscrow Agent”), equal to and on or before the Initial Closing Date, each Buyer shall deposit its Minimum Additional Share Purchase Price minus (i) with the Escrow AmountsAgent, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary which Escrow Agent shall hold all such funds in accordance with the instructions in terms of an Escrow Agreement to be entered into by and among the Notary Instruction Letter. Prior to Escrow Agent, Buyers and the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto Company (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationEscrow Agreement”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by The aggregate purchase price for the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock Optional Shares to be issued shall be equal to purchased by each Buyer at the Optional Share Closing (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of "Optional Share Purchase Price" and, together with the Initial Closing Purchase Price, divided by (ythe “Purchase Price”) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plusthat number of Optional Shares, if applicableany, any amounts payable pursuant to Section 1.6(c)(iii) if (x) be purchased by such Buyer as set forth in the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved Optional Closing Buyer Schedule multiplied by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***$8.00 per Optional Share. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will Assets shall be calculated as set forth in Section 1.6(b) below an amount (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined computed as follows: (i) The Initial an amount equal to the Deposit Premium multiplied by the average daily balance of the Deposits for the period of ten (10) consecutive Business Days ending on the third (3rd) Business Day prior to the Closing Date; plus (ii) the aggregate amount of Cash on Hand as of the Closing Date; plus (iii) the Accrued Interest on the Loans as of the Closing Date; plus (iv) the net book value of the Real Property as of the Closing Date; plus (v) the aggregate Loan Value of the Loans as of the Closing Date; plus (vi) the aggregate net book value of the Assets, excluding those items listed in (ii) through (v), as reflected on the books of Seller as of the Closing Date. (b) On the Closing Date, Seller shall deliver to Purchaser a closing statement prepared by Seller in accordance with its customary accounting principles, policies and methods and estimating the computation of the Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iiifor the Branches as of the Closing based on the Assets and Liabilities as of a time no earlier than the end of the third (3rd) if (x) the Sellers’ Representative delivers a Milestone Completion Notice Business Day prior to the Closing Date (the “Closing Statement”). (c) On the first (1st) Business Day following the Closing Date and based on the preliminary computations set forth in the Closing Statement, Seller shall transfer to Purchaser during the Put Option Period and (y) each of the following milestones cash in an amount (each, a “Base Milestone,” and collectively, the “Base MilestonesSettlement Payment”) has been achieved by the Acquired Company on or prior equal to the date amount of (i) the sum of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. Assumed Deposits plus Accrued Expenses minus (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the MilestonesPrice. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Purchase Price for the Initial Shares will shall not be calculated as set forth in Section 1.6(b) below (less than $70 per share and each Purchase Price for the “Initial Subsequent Shares and the Final Shares shall not be less than $75 per share; provided that if the Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (as determined by formula in United States dollars of immediately available fundsaccordance with Section 1.1(q), for the Initial Shares is less than $70 per share or common stock, par value for any other specific repurchase is less than $0.001 75 per share, of Purchaser then UniHealth, in its sole discretion, may elect during the ten (“Purchaser Common Stock”), equal to 10) days following the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts Subsequent Closing Date or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Final Closing Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changesas applicable, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of sell such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial PacifiCare for such lower Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) and provided further that this condition will be deemed to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock be satisfied as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D to any specific repurchase if PacifiCare agrees to a $70 per share Purchase Price with respect to the Initial Shares or a $75 per share Purchase Price with respect to any Subsequent Shares or the Final Shares, as applicable, notwithstanding the Purchase Price, as determined by formula in accordance with Section 1.1(q). If PacifiCare does not repurchase such UniHealth Shares within such ten-day period, then such shares will no longer be repurchased in accordance with this Agreement (the "Released Shares"). Notwithstanding Section 7.1, UniHealth may engage in any Sale Transaction with respect to the Released Shares only; provided that UniHealth provides to PacifiCare ten (10) days' prior written notice of Purchaser its intention to engage in the Sale Transaction (including open market sales) and PacifiCare is given the opportunity to repurchase the Released Shares at the same price as the proposed sale (which in the case of proposed sales in open market transactions shall be deemed to be the average of the closing prices (last sales price) of the PacifiCare Common Stock issued to each Seller so electing. as quoted on the Nasdaq National Market (cor if PacifiCare Common Stock is subsequently listed for trading on the New York Stock Exchange, then on the New York Stock Exchange) The Initial Purchase Price shall be determined as follows: for the ten (i10) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to trading days immediately preceding the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(inotice), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.10 11

Purchase Price. (a) The initial purchase price Subject to the terms and conditions of this Agreement, in reliance on the representations, warranties, covenants and agreements of the Sellers contained herein, and in payment and consideration for the Shares will be calculated as set forth in Section 1.6(b) below (sale, conveyance, assignment, transfer and delivery of the “Initial Purchase Price”). At Purchased Assets by the ClosingSellers to Buyer, Purchaser Buyer or Parent shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to pay the Initial Purchase Price minus as hereinafter provided. Annex A has been prepared in good faith by MFFB management; provided, however, that Buyer’s belief that Annex A is reasonable when given (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account Buyer’s payment of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer Initial Purchase Price) shall not foreclose, prevent, limit or preclude any rights or remedy of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one Buyer set forth herein. (1b) Business Day of On or before sixty (60) days following the Closing Date, the Notary Sellers shall pay prepare and deliver to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto Buyer a statement (the “Proceeds AllocationClosing Statement”) setting forth the audited revenues and expenses related to the bank accounts or brokerage accounts so indicated GAC Franchise Business and audited revenues and expenses related to the GAC Manufacturing Business for the TTM Period, in each case reflected in the Sellers’ audited financial statements (the “Actual Financials”), together with a letter from the chief accounting officer of MFFB certifying that the amounts set forth in the Closing Statement are accurate. The Actual Financials, as calculated by the Sellers, shall be final and binding on the parties hereto unless Buyer delivers to the Sellers a reasonably detailed statement describing its objections to the calculation of the Actual Financials (a “Statement of Objection”) within thirty (30) days of its receipt of the Closing Statement. (c) If Buyer delivers to the Sellers a timely Statement of Objection, Buyer and the Sellers and their respective independent accountants shall negotiate in good faith and use reasonable best efforts to resolve any dispute. If there are a final resolution is not reached within thirty (30) days after Buyer has submitted a timely Statement of Objection, any changes remaining disputes shall be resolved by an independent accounting firm selected jointly by the parties (the “Reviewing Accountant”). The Reviewing Accountant shall be instructed to limit its review to matters specifically set forth in the Proceeds Allocation Statement of Objection and to resolve any matters in dispute as promptly as practicable, but in no event more than thirty (30) days after such matters have been submitted to them, and to set forth their resolution in a statement (the Effective Date“Accountant Statement”) setting forth the Actual Financials. With respect to any disputed matter, the Reviewing Accountant may select Buyer’s figure, the Sellers’ Representative figure or any figure between the two. The Reviewing Accountant shall notify Purchaser act as an arbitrator to determine only those issues in dispute, based solely on the terms of this Agreement and the presentations by the parties and not by independent review of legal, accounting or factual matters. The Reviewing Accountant shall only consider issues, amounts or matters disputed in a Statement of Objection delivered within five the applicable thirty (530) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each day period. The determination of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers Reviewing Accountant shall be bound by final and binding on the Proceeds Allocation set forth on Schedule A attached parties hereto. (bd) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all The fees and expenses of the Upfront PaymentReviewing Accountant shall be borne by Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Reviewing Accountant, then: and such proportionate allocation shall also be determined by the Reviewing Accountant when their determination is rendered on the merits of the matter submitted. For illustration purposes only: (i) prior to such issuance if the total amount of disputed items by the Sellers is $100,000 and upon request by Purchaserthe Reviewing Accountant awards the Sellers $50,000, then the Sellers and Buyer shall bear the Reviewing Accountant’s fees and expenses equally; or (Aii) if the total amount of the Sellers’ disputed items is $100,000 and the Reviewing Accountant awards the Sellers $75,000, then the Sellers shall deliver bear 25% and Buyer shall bear 75% of the Reviewing Accountant’s fees and expenses. (e) The Sellers and Buyer shall cooperate with each other and the Reviewing Accountant in connection with the matters contemplated by this Section 3.2, including the Sellers’ preparation of and Buyer’s review of the Closing Statement, in each case including by furnishing such information and access to Purchaser such representations books, records (including accountants’ work papers), personnel and warranties properties as Purchaser shall may be reasonably request for purposes requested. (f) Within three (3) Business Days after the final determination of exempting the issuance of such shares Actual Financials in accordance with this Section 3.2, if the Actual Financials differ from the registration requirements financials on Annex A, then Buyer shall calculate (i) the Franchise Revenue Difference and (ii) the Manufacturing Contribution Difference. If the sum of the Securities Act Franchise Revenue Difference and the Manufacturing Contribution Difference (Bthe “Cumulative Difference”) is a negative amount of $100,000 or greater, then Buyer shall deliver a statement to the Sellers (the “Purchase Price Deficit Statement”) setting forth the Cumulative Difference. If the Cumulative Difference is a negative amount of $100,000 or greater, then upon receipt of the Purchase Price Deficit Statement, the Sellers shall owe to Buyer an amount equal to the Cumulative Difference, multiplied by 8.4 (the “Purchase Price Deficit Amount”). Notwithstanding the forgoing, if the Cumulative Difference is a positive amount (e.g. the Actual Financials are cumulatively greater than the financials on Annex A), then Buyer shall not owe any additional amounts to the Sellers under this Agreement. (g) Any Purchase Price Deficit Amount owed by the Sellers to Buyer, shall be paid, within three (3) Business Days after the Sellers’ receipt of the Purchase Price Deficit Statement, by wire transfer of immediately available funds by the Sellers to an account designated in writing by Buyer; provided, that, if the Sellers do not make such payment to Buyer within three (3) Business Days after the Sellers’ receipt of the Purchase Price Deficit Statement, Buyer may draw from the Indemnity Escrow Amount the number of shares of Purchaser Common Stock to be issued shall be Parent Shares equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, Price Deficit Amount divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) Date Reference Price to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) satisfy the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***payment obligations under this Section 3.2(g). (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial total purchase price payable by Purchaser to Seller for the Shares will Company Stock owned by Seller (the "Purchase Price") shall be calculated $5,327,211.03 (the "Estimated Purchase Price"), as may be adjusted pursuant to clause (e) of this Section 2.2. (b) In connection with the determination of the Estimated Purchase Price, as of the date hereof, Purchaser has caused its accountants to prepare and deliver to Sellers a statement setting forth its calculation of the Company's Net Asset Value as of June 30, 1998 (the "June Net Asset Value"), and Sellers have agreed to the June Net Asset Value and the items set forth in Section 1.6(bsuch statement. (c) below (the “Initial Purchase Price”). At As soon as practicable but not later than 45 days following the Closing, Purchaser shall transfer an amount cause its accountants to prepare and deliver to Sellers a balance sheet for the Company as of cash the closing of business on the date hereof, together with a statement (in United States dollars of immediately available fundsthe "Closing Statement"), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account setting forth Purchaser's determination of the Notary in accordance with Net Asset Value (and the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon components thereof) as possible after the Closing, but in any event within one (1) Business Day of the Closing DateDate (the "Closing Net Asset Value"). During such forty-five (45) day period, Sellers may challenge the Closing Statement and Purchaser's calculation of the Closing Net Asset Value. Any such challenge by Seller must be made by delivery to Purchaser of a detailed statement setting forth such objections thereto (the "Sellers' Statement"). If the Sellers' Statement is not delivered to the Purchaser within such forty-five (45) day period, the Notary Closing Statement and the Closing Net Value set forth therein shall pay immediately become final, binding and non-appealable by the Parties. (d) The Parties shall negotiate in good faith to resolve any objections set forth in Sellers' Statement, but if the Parties do not reach a final resolution within fifteen (15) days after Purchaser has received the Sellers' Statement, Purchaser and Sellers shall select an accounting firm mutually acceptable to both of them to resolve any remaining objections. If such Parties are unable to agree on the Upfront Paymentchoice of an accounting firm, pursuant they shall select one of the five largest national accounting firms (or any of their respective successors) by lot (after excluding their respective regular outside accounting firms). The selection of the accounting firm shall be conclusive, final, binding and non-appealable by the Parties. The accounting firm so selected (the "Accounting Firm") shall prepare a written report to the allocation set forth on Schedule A attached hereto (Parties which shall address its resolution of the “Proceeds Allocation”) disputed items and shall make any required adjustments to the bank accounts or brokerage accounts so indicated by Closing Statement and Purchaser's calculation of the Closing Net Asset Value to reflect the resolution of all disputed items. Purchaser, on the one hand, and Sellers. If there are any changes to , on the Proceeds Allocation after other hand, shall each pay one-half of the Effective Date, fees and expenses of the Sellers’ Representative shall notify Purchaser within Accounting Firm. (e) Within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of business days after the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth date on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on which the Closing Date; (ii) Net Asset Value Sheet is finally determined pursuant to this Section 2.2, the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Estimated Purchase Price shall be determined adjusted as follows: (i) The Initial Purchase Price if the Closing Net Asset Value exceeds the June Net Asset Value, Purchaser shall be $45,000,000 plusdeliver to Sellers an amount equal to such excess, if applicable, any amounts payable pursuant by wire transfer of immediately available funds to Section 1.6(c)(iii) if (x) the a bank account designated by Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) ; and (C) The Acquired Company has successfully completed ***. (ii) In if the event Closing Net Asset Value is less than the June Net Asset Value, Sellers shall deliver to Purchaser delivers an amount equal to such deficiency, by wire transfer of immediately available funds to a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesbank account designated by Purchaser. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior Property is Sixteen Million (16,000,000) shares of New MRG Stock, which common stock is not subject to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, or voting restrictions pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) Articles of Incorporation or Bylaws of MRG and is not subject to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days superior rights of any such changespreferred stock, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocationconvertible security, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoor other interest. (b) If Purchaser elects The 16,000,000 shares have been physically delivered to issue Seller prior to the execution of this Agreement, with MRG having concurrently instructed the Transfer Agent not to permit any sale, hypothecation or other transfer of said shares until after the close of Purchaser Common Stock in respect of some or escrow as contemplated herein. Concurrent with the execution hereof, MRG shall irrevocably instruct the Transfer Agent to obey all further instructions of the Upfront PaymentTitle Company respecting removal of restrictions on the New MRG Stock. MRG does hereby irrevocably appoint Title Company as MRG's agent for all purposes under this Agreement related to stock transfer. The Title Company shall, thenupon the recording of the grant deeds from Seller to MRG, instruct the Transfer Agent to release any and all restrictions (other than those imposed by various securities laws) on the free transferability of Seller's shares. (c) At the Closing, Seller and MRG shall deposit such cash or other immediately available funds, in U.S. dollars, with Title Company, as may be necessary to effect the following reimbursements and prorations: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued Seller shall be equal to reimbursed for all unamortized loan fees associated with the existing loans against the Properties; (xii) the Upfront Payment less the amount Seller shall be reimbursed for all loan impound balances (tax impounds, tenant improvement impounds, and all other impounds) with balances determined as of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (iiiii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive transfer to MRG all rights and interests in the loan impound balances determined as of the closing date; (iv) Seller shall transfer to MRG and MRG shall assume all obligations of Seller under the various leases affecting the Properties, as set forth in the Assignment and Assumption Agreement, which agreement will be in substantially the same proportion form as that set forth in Exhibit "E" attached hereto and incorporated herein by this reference; (v) Seller shall transfer to MRG all security deposits held on behalf of cash tenants of the Properties and Purchaser Common Stock as each MRG shall assume all liability for said security deposits; (vi) Subject to tax impound accounts with various lenders on the Properties, real property taxes, business taxes, assessments and all other Sellercharges against the Real Property, Appurtenances and Improvements shall be prorated at the close of escrow; (vii) MRG and Seller shall share the costs of escrow 50% each; (viii) MRG shall pay all transfer taxes, if any; (ix) MRG shall pay for all policies of title insurance; and (iiix) at each Seller’s sole electionMRG shall pay all loan assumption fees, Purchaser shall execute if any, in connection with the True-Up Agreement in substantially assumption of the form attached hereto as Exhibit D with respect Assumed Obligations to the shares of Purchaser Common Stock issued to each Seller so electinglenders on the Properties. (cxi) The Initial Purchase Price Monthly interest, principal, and related charges for the loans described in Section 2.02 shall be determined prorated as follows: (i) of the Closing Date. The Initial Purchase Price money transferred pursuant to this subparagraph shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each deemed part of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Purchase Price. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price In consideration for the Shares will Transferred Assets, the Purchaser shall pay to the Sellers by wire transfer of immediately available funds Twenty-Three Million Two Hundred Eighty-One Thousand Dollars ($23,281,000) plus the Adjustment Amount payable at Closing, as the same may be calculated as set forth in adjusted pursuant to Section 1.6(b) below 9.6 or Section 9.7 hereof (the “Initial Purchase Price”). At Upon the Closingexecution and delivery of this Agreement by the parties hereto, the Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value deposit $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) 1,746,075 into the Escrow Amounts, (ii) Account. Upon entry by the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account Bankruptcy Court of the Notary in accordance with Sale Approval Order approving the instructions in the Notary Instruction Letter. Prior to the sale and transfer of the Seller SharesTransferred Assets to the Purchaser, the Notary Purchaser shall hold deposit an additional $582,025 into the Upfront Payment on behalf Escrow Account (the funds deposited into the Escrow Account including funds deposited prior to the date hereof with the Sellers pursuant to the Sale Procedures Order, together with any accrued interest thereon after the date hereof, are collectively referred to as the “Deposit”). Upon termination of this Agreement for any reason other than as set forth in the following sentence, immediately following such termination, the Purchaser and Parent shall execute joint written instructions to the Escrow Agent instructing the Escrow Agent to return the Deposit to the Purchaser. After the transfer If this Agreement is terminated as a result of the Seller SharesPurchaser’s material breach of its obligations under this Agreement, and the Sellers are not in material breach of their obligations under this Agreement, immediately following such termination, the Notary Purchaser and Parent shall hold execute joint written instructions to the Upfront Payment on behalf of Escrow Agent instructing the Escrow Agent to return the Deposit to the Sellers. As soon Sellers’ right to receive the Deposit under such circumstances shall be without prejudice to any rights Sellers may have to be compensated in full for any damages which they may have suffered as possible after a result of any breach of this Agreement by the Closing, but in any event within one (1) Business Day Purchaser. Simultaneously with the consummation of the Closing DateProposed Transaction contemplated hereby, the Notary Purchaser and Parent shall pay to Sellers the Upfront Payment, pursuant execute joint written instructions to the allocation set forth on Schedule A attached hereto (Escrow Agent instructing the “Proceeds Allocation”) and Escrow Agent to wire the bank accounts or brokerage accounts so indicated Deposit to an account designated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. Subject to the Minimum Denomination in respect of the Notes, the price payable per EUR 1,000 in aggregate principal amount of the Notes accepted for purchase (athe "Purchase Price") The initial purchase price will be EUR 1,000. In respect of any Notes accepted for purchase, the Issuer will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from, and including, the interest payment date for the Shares Notes immediately preceding the Settlement Date up to, but excluding, the Settlement Date, which is expected to be 21 December 2021 (assuming the Proposal is approved at the initial meeting). Notes purchased by the Issuer pursuant to the Offer will be calculated as set forth in Section 1.6(b) below immediately cancelled. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date. Each Noteholder which validly tenders its Notes by 17:00 hours CET on 6 December 2021 (the “Initial Purchase Price”). At "Early Tender Deadline") (and does not subsequently revoke such tender in the Closing, Purchaser shall transfer an amount of limited circumstances in which such revocation is permitted) will be eligible to receive a further cash payment (the "Early Tender Premium") in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal addition to the Initial Purchase Price minus (i) and Accrued Interest, and as additional consideration for the Escrow Amountspurchase of the relevant Notes, (ii) the Seller Funded Expenses and (iii) the Loan Amount determined as provided herein by reference to a fixed spread of 285 basis points (the “Upfront Payment”"Fixed Spread Amount") over the relevant Benchmark Rate at or around the Pricing Time, expressed as a percentage and rounded to the third party account decimal place (with 0.0005 being rounded upwards) for each EUR 1,000 in principal amount of such Notes accepted for purchase pursuant to the Offer. Concurrently with the Offer, the Issuer is soliciting consents from the holders of Notes to pass at a Meeting, an Extraordinary Resolution providing for the insertion of a new condition in the terms and conditions of the Notary Notes (the "Conditions") entitling the Issuer to redeem all, but not some only, of the Notes outstanding following completion of the Consent Solicitation at the Early Redemption Price (together with accrued but unpaid interest in respect of the Notes) by giving no fewer than 5 Business Days' notice to the relevant holders in accordance with the instructions Conditions. The submission of a Tender Instruction (as defined in the Notary Instruction Letter. Prior Tender Offer Memorandum) will automatically instruct the Fiscal Agent to appoint the transfer Tender Agent (or its representative) as its proxy to attend the Meeting and to vote in favour of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoExtraordinary Resolution. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will License shall be calculated US$55,000,000 (the “Purchase Price”), payable as set forth in Section 1.6(bfollows: (a) below Upon the execution of the Escrow Agreement, Buyer shall deposit US$2,000,000 (the “Initial Purchase PriceDeposit”) with the Escrow Agent which shall be held by the Escrow Agent in an escrow account (the “Escrow Account”) pursuant to the terms and conditions of this Agreement and the escrow agreement entered into as of even date herewith by and among Buyer, Seller and the Escrow Agent (the “Escrow Agreement”). At the Closing, Purchaser Each party shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal deliver to the Initial Purchase Price minus (i) Escrow Agent its respective documents required for the Escrow Amounts, Agent to complete its “Know Your Customer” compliance identity verification no later than three Business Days following the Effective Date. Buyer and Seller acknowledge and agree that the Escrow Agreement is in final form (iias between Buyer and Seller) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account as of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, and Buyer and Seller shall execute the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of Escrow Agreement as promptly as possible following the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoEffective Date. (b) If Purchaser elects to issue shares Within two Business Days of Purchaser Common Stock in respect of some or all Buyer’s and the Escrow Agent’s receipt of the Upfront PaymentRemaining Deposit Notice from Seller, then: Buyer shall deposit US$53,000,000 (ithe “Remaining Deposit”) prior with the Escrow Agent which shall be held by the Escrow Agent pursuant to such issuance the terms and upon request by Purchaserconditions of this Agreement and the Escrow Agreement; provided, (A) Sellers that [Remaining Deposit Notice timing requirement]; provided, further that, if the Closing under this Agreement does not occur within [Remaining Deposit timing requirement] following the funding of the Remaining Deposit, if Buyer, in its sole discretion, so chooses, Buyer and Seller shall deliver joint written instructions to Purchaser such representations and warranties as Purchaser shall reasonably the Escrow Agent to request for purposes of exempting the issuance of such shares from the registration requirements return to Buyer of the Securities Act and (B) Remaining Deposit. Upon the number return of shares of Purchaser Common Stock the Remaining Deposit to be issued Buyer, Seller shall be equal obligated to (x) send another Remaining Deposit Notice to Buyer and the Upfront Payment less Escrow Agent in order for Buyer to re-deposit the amount of any cash transferred to Remaining Deposit with the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingEscrow Agent. (c) The Initial At the Closing, the Escrow Agent shall release the entire Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Periodi.e., the Initial Purchase Price shall be $35,000,000, Deposit plus the Remaining Deposit) to Seller in accordance with the terms and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect conditions of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones this Agreement and the Additional Milestones shall together be referred to herein as the “MilestonesEscrow Agreement.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for Subject to the Shares will be calculated as adjustments set forth in Section 1.6(b) below 2.06, the aggregate purchase price (the “Initial Purchase Price”) for the Shares and the covenants contained in Section 5.08 shall be (i) $275 million, plus (ii) the Net Working Capital Adjustment Amount (or, minus the absolute value of the Net Working Capital Adjustment Amount if the Net Working Capital Adjustment Amount is a negative number), plus (iii) the amount of Cash and Cash Equivalents, plus (iv) an amount equal to the Insurance Claims Accrual set forth on the Estimated Closing Statement, minus (v) the amount of Closing Date Indebtedness. At The Purchaser shall deduct from the Purchase Price (including any amounts payable under Section 2.06) any amounts required to be withheld and deducted under the Code or other applicable Tax Law, provided that, no later than three Business Days prior to the Closing, the Purchaser shall transfer an give written notice to Sellers of the type of tax and amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of that it intends to withhold and deduct. Any amounts so deducted shall be remitted by the Purchaser (“Purchaser Common Stock”), equal to the Initial appropriate Governmental Authority on a timely basis. (b) No earlier than five Business Days and no later than three Business Days prior to the Closing, the Sellers shall deliver to the Purchaser a written statement (the “Estimated Closing Statement”) setting forth their good faith estimate of the Purchase Price minus (the “Estimated Purchase Price”) pursuant to which the Sellers shall estimate (i) the Escrow Amountsamount of Closing Date Indebtedness, (ii) the Seller Funded Expenses amount of Cash and Cash Equivalents and (iii) the Loan Amount Net Working Capital as of the Closing Date (including the “Upfront Payment”Insurance Claims Accrual) and the Net Working Capital Adjustment Amount, in each case together with a reasonable itemization and reasonable supporting detail of items (i) through (iii). To the extent reasonably requested by the Purchaser, the Sellers will make available to the third party account Purchaser and its auditors and advisors all records and work papers used in preparing the statement setting forth the Estimated Purchase Price, including the Net Working Capital Adjustment Amount, and provide reasonable access to members of the Notary its accounting and financial staff in accordance connection with the instructions in Purchaser’s review thereof. The Sellers will review any comments proposed by the Notary Instruction Letter. Prior Purchaser with respect to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within Estimated Closing Statement provided at least one (1) full Business Day of prior to the Closing Date, the Notary shall pay to Sellers the Upfront Paymentand will consider, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are in good faith, any appropriate changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingsuch comments. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will be calculated as set forth is -------------- $2,700,000.00 (the "Purchase Price"), payable at the Closing in the manner -------------- provided in Section 1.6(b1.03 as follows: (a) below $1,000,000.00, in immediately available ------------ United States funds and (b) 152,809 shares of Purchaser's common stock (the “Initial Purchase Price”"Purchaser Shares"). At the Closing---------------- The Purchaser Shares shall be restricted such that they may only be sold, Purchaser shall transfer an amount of cash transferred, assigned, hypothecated, encumbered or otherwise traded by Seller as follows: (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (ia) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account 50,936 of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible Purchaser Shares will become freely traded from and after the Closing, but in any event within one (1) Business Day first anniversary of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. ; (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price 50,936 of the Purchaser Common Stock on Shares will become freely traded from and after the Qualified Stock Exchange on second anniversary of the Closing Date; ; and (iic) to 50,937 of the extent that Purchaser Shares will become freely traded from and after the Upfront Payment consists third anniversary of cash and the Closing Date. Purchaser Common Stock, each Seller shall receive may place such legends on the same proportion of cash and certificates representing the Purchaser Common Stock Shares as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D deems necessary with respect to the foregoing restrictions and Purchaser and Seller shall enter into such other agreements as Purchaser deems reasonably necessary to affect the foregoing restrictions. Seller may elect, by delivering at least 30 days' advance written notice to Purchaser specifying the number of Shares to be sold and the proposed closing date for such sale, to sell all or a portion of the Purchaser Shares back to Purchaser at a price of $11.125 per shares as follows: (a) up to 50,936 of the Purchaser Common Stock issued Shares may be sold back to each Purchaser by Seller so electing. from and after the first anniversary of the Closing Date up to and including the second anniversary of the Closing Date; (b) up to an additional 50,936 of the Purchaser Shares may be sold back to Purchaser by Seller from and after the second anniversary of the Closing Date up to and including the third anniversary of the Closing Date; and (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant up to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to 50,937 of the Purchaser during Shares may be sold back to Purchaser by Seller from and after the Put Option Period and (y) each third anniversary of the following milestones (each, a “Base Milestone,” Closing Date up to and collectively, including the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date fourth anniversary of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) Closing Date. In the event Purchaser delivers (a) a Purchase Election Notice to the Sellers’ Representative during the Call Option Periodtransaction is consummated in which substantially all of Purchaser's assets or stock are acquired or (b) Seller's death, the Initial Purchase Price shall be $35,000,000, and in no event shall restrictions on the Purchaser Shares set forth in this Section 1.02 shall no longer be obligated ------------ applicable with respect to pay Sellers any amounts in respect of all the MilestonesPurchaser Shares. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price “Purchase Price” for the Shares will Property shall be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, ____________ and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid as follows: (i) The Initial Purchase Price Upon the execution of this Agreement Buyer shall be $45,000,000 pluspay the First Deposit to Escrow Agent by check, if applicablesubject to collection, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each or wire transfer of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***federal funds for immediate credit. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative If Buyer does not terminate this Agreement during the Call Option Due Diligence Period, then, on the Initial Purchase Price shall be $35,000,000, and in no event shall first business day after the Purchaser be obligated to pay Sellers any amounts in respect expiration of the MilestonesDue Diligence Period, Buyer shall pay the Second Deposit to Escrow Agent by wire transfer of federal funds for immediate credit. (iii) In addition The Deposit shall be invested by Escrow Agent in a sound financial institution’s money market fund or account which pays interest, in Escrow Agent’s name separate from its personal and business accounts. If no Closing occurs, all interest or dividends earned shall be paid to the amounts specified party entitled to the escrowed proceeds, which party shall pay all income taxes thereon. The parties shall furnish Escrow Agent with their respective tax identification numbers. At Closing, Escrow Agent shall pay the Deposit (together with all interest earned thereon) to Seller; and the Deposit shall be a credit against the Purchase Price. All escrow fees, if any, charged by Escrow Agent shall be equally shared by Seller and Buyer. Escrow Agent shall hold the Deposit as set forth above unless either Seller or Buyer makes a written demand upon Escrow Agent for the Deposit accompanied by an affidavit signed by the party making the demand stating sufficient facts to show that said party is entitled to receive the Deposit pursuant to the terms of this Agreement. Upon receipt of such demand, Escrow Agent shall give ten (10) days written notice to the other party of such demand and of Escrow Agent’s intention to remit the Deposit to the party making the demand on the stated date, together with a copy of the affidavit. If Escrow Agent does not receive a written objection before the proposed date for remitting the Deposit, Escrow Agent is hereby authorized to so remit. If, however, Escrow Agent actually receives written objection from the other party before the proposed date on which the Deposit is to be remitted, Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller and Buyer or until a final judgment of an appropriate court. In the event of a dispute, Escrow Agent may place the Deposit with an appropriate court and, after giving written notice of such action to the parties, Escrow Agent shall have no further obligations with respect to the Deposit. The parties acknowledge that Escrow Agent is acting as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith or in willful or negligent disregard of this Agreement. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the faithful performance of Escrow Agent’s duties hereunder. Escrow Agent acknowledges agreement to the provisions of this Agreement applicable to it by signing on the signature page of this Agreement. B. At Closing, and subject to the terms and provisions of this Agreement, Buyer shall pay Seller the balance of the Purchase Price by wire transfer of immediately available federal funds. Seller shall furnish Buyer with wire transfer instructions prior to Closing. C. In the event Buyer fails to pay any amount when due or if paid by check, any check fails to be collected in the ordinary course of business, Seller shall have the right by written notice to Buyer, given at any time prior to the date such payment is made in full, to terminate this Agreement for default by Buyer, in which case the provisions of Section 1.6(c)(i)14.1 shall be applicable. D. In connection with any Personal Property included in the sale, the Initial parties agree that no part of the Purchase Price shall be increased deemed to have been paid by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesBuyer on account thereof.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. For purposes of any purchase of Covered Shares pursuant to Section 3, the purchase price to be paid to the Employee Stockholder (or his or her Permitted Transferee) for the Covered Shares that are to be purchased (the "Purchase Price") shall be the Fair Market Value (determined in accordance with this Section 3.2 below) of such Covered Shares, as of the later of (a) The initial purchase the Employment Termination Date or (b) the date that is six (6) months and ten (10) days after the date on which the Employee Stockholder (or his or her estate) last acquired (including by any post-termination exercise of Options) Covered Shares from the Company; provided that in the case of any Employee Stockholder whose employment or service is terminated for Cause (as defined in the Option Agreement pursuant to which-the Employee Stockholder acquired the Covered Shares), the Purchase Price for such Covered Shares shall be the lesser of (x) the Fair Market Value of such Shares as of the Employment Termination Date and (y) the price at which the Employee Stockholder purchased such Covered Shares from the Company. For purposes of this Agreement, the term "Fair Market Value" means the fair market value of the Covered Shares as determined in good faith by the Committee, with reference to the earnings, history, book value and prospects of the Company in light of market conditions generally, and any other factors the Committee considers appropriate, including capital structure (provided that the Committee-shall not give effect to any discount for the lack of liquidity or voting rights with respect to the Covered Shares, or the status of the Employee Stockholder as a holder of a minority interest in the Covered Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closingbeing valued, Purchaser shall transfer an amount of cash (in United States dollars of immediately available fundsor similar discounts to value), or common stocksuch determination by the Committee to be final, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal conclusive and binding. The Purchase Price shall be communicated to the Initial Purchase Employee Stockholder whose Covered Shares are to be purchased (or his or her estate) by written notice ("Price minus Determination Notice") given on or before the latest of (i) the Escrow Amounts30th day after the date of the applicable Xxxxxxx 0 Xxxxxxxx Xxxxxx, (ii) the Seller Funded Expenses and 30th day after the last date on which the Employee Stockholder (or his or her estate) could have acquired any Covered Shares pursuant to the exercise of an Option, or (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible 60 day after the Closing, but in any event within one (1) Business Day date as of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretowhich Fair Market Value is determined under this Section 3.2. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price In consideration of the sale and transfer of the Conveyed Assets, Purchaser shall (i) pay to Seller for the Shares will be calculated as set forth in benefit of Seller or for appropriate Affiliates thereof, if any, who shall have sold assets under this Agreement pursuant to Section 1.6(b) below 2.1 an aggregate amount of $338,000,000 (the “Initial "Purchase Price”"). At , in immediately available funds, by wire transfer in accordance with written instructions given by Seller to Purchaser not less than two (2) Business Days prior to the Closing, Purchaser which consideration shall transfer an amount of cash (be adjusted pursuant to Section 2.6(b) below and allocated as described in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, Section 2.7; and (ii) assume the Seller Funded Expenses Assumed Liabilities. (b) Notwithstanding any other provision of this Agreement, the Purchase Price shall be adjusted upward or downward on a dollar-for-dollar basis, by the amount by which Closing Date Liabilities, as reflected in the Closing Balance Sheet to be agreed pursuant to Section 2.6(c) below, is greater than or less than $7,800,000 (the "Reference Amount") (as finally determined pursuant to Section 2.6(c) and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Sharesd), the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible "Purchase Price Adjustment"). (c) Within thirty (30) days after the Closing, but in any event within one (1) Business Day of the Closing Date, Seller shall submit to Purchaser for Purchaser's review a balance sheet of the Notary Business as of the Closing Date and Seller's calculation of the actual amount of the Closing Date Liabilities and, in this connection, each party reasonably shall make available to the other all relevant books and records. In the event that Seller and Purchaser are unable to agree with respect to any determination of the Closing Date Liabilities within twenty (20) days after the delivery by Seller of the proposed balance sheet, Seller and Purchaser hereby agree that such determination shall be referred to Arthxx Xxxexxxx XXX (the "Selected Accountants"), which shall promptly make a determination. The determination of the Selected Accountants shall be conclusive and binding on each party. During the review by the Selected Accountants, Purchaser and Seller will each make available to the Selected Accountants such individuals and such information, books and records as may be reasonably required by the Selected Accountants to make their final determination. One-half of the fees of the Selected Accountants shall be borne by Seller, and one-half shall be borne by Purchaser. (d) The balance sheet reflecting the Closing Date Liabilities as agreed by the Parties or as determined by the Selected Accountants in accordance with Section 2.6(c) shall be deemed the "Closing Balance Sheet." Upon the final determination of the Closing Balance Sheet, if the Closing Date Liabilities reflected therein as of the Closing Date are greater than the Reference Amount, Seller shall pay to Sellers Purchaser the Upfront PaymentPurchase Price Adjustment and if the Closing Date Liabilities reflected therein as of the Closing Date are less than the Reference Amount, pursuant Purchaser shall pay to Seller the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective DatePurchase Price Adjustment, the Sellers’ Representative shall notify Purchaser in either case within five (5) Business Days by wire transfer of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoimmediately available funds. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The aggregate consideration for the Purchased Assets shall be US$8,000,000 (the "Purchase Price") and 1,000,000 shares of Buyer's common stock (the "Common Stock"). The Common Stock shall be issued to Seller at Closing. The Purchase Price shall be paid to Seller as follows: (a) The initial purchase price for Upon the Shares will be calculated as set forth in Section 1.6(b) below completion of a future capital raise by Buyer, where the net proceeds actually received by Xxxxx from such capital raise equals or exceeds US$1,000,000 (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds"Capital Raise"), or common stockUS$500,000 of the proceeds of the Capital Raise shall be paid to Buyer and US$500,000 (the "Escrow Amount") of the proceeds of the Capital Raise shall be deposited with Xxxxxxx Xxxxxxx LLP, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amountsas escrow agent, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment"Escrow Agent"), pursuant to the allocation set forth on Schedule A attached hereto terms of that certain Escrow Agreement of even date herewith, by and among Seller, Buyer and the Escrow Agent, in an escrow account (the “Proceeds Allocation”"Escrow Account") and to held with the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoEscrow Agent. (b) If Purchaser elects Buyer shall pay to issue shares Seller from the Escrow Account US$300,000, in cash, by wire transfer of Purchaser Common Stock immediately available funds in respect of some or all accordance with the wire transfer instructions set forth in Section 1.03 of the Upfront PaymentDisclosure Schedules, thenas soon as reasonably practicable upon Seller's full completion of the following actions: (i) prior Deliver to such issuance Buyer all data and upon request by Purchaserinformation, including diagrams, schematics, drawings, written descriptions of technologies to be patented, necessary for Buyer to prepare and file two (A2) Sellers patent applications (one (1) patent application relating to the treatment and purification of fuel and one (1) patent applications relating to the treatment and purification of water), covering Seller's Intellectual Property and Know-how relating to the Business (the "US Patents") with the United States Patent and Trademark Office; provided that Seller shall deliver also make himself available to Purchaser such representations assist with filing the US Patents and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements provide Xxxxx's counsel final approval of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing DateUS Patent applications; (ii) Detailed demonstrations and explanations by Seller of the Know-how related to the extent that Business and Purchased Assets to Buyer's officers, directors and designated consultants, in order for such officers and directors to develop a sufficient working knowledge of the Upfront Payment consists Know-how to operate the Purchased Assets and the Business independently of cash Seller and Purchaser Common Stock, each Seller shall receive the same proportion of cash Sonical in an efficient and Purchaser Common Stock as each other Sellereffective manner; and (iii) Delivery to Buyer of fully completed designs for, and an operational full-scale model of, a device (the "Test Device") that shall be used for an on-road emissions test of a light-duty diesel vehicle at each Seller’s sole electionThe Center for Alternative Fuels, Purchaser Engines and Emissions ("CAFEE") at West Virginia University, which shall execute the True-Up Agreement provide a minimum fuel savings of 2.5% or a minimum reduction in substantially the form attached hereto as Exhibit D with respect to the shares emissions of Purchaser Common Stock issued to each Seller so electing15%. (c) The Initial Purchase Price Buyer shall be determined pay Seller an additional US$200,000 as follows: (i) The Initial Purchase Price shall be $45,000,000 plussoon as reasonably practicable upon Xxxxx's receipt of a successful, if applicableas defined by a minimum fuel savings of 2.5% or a minimum reduction in emissions of 15%, any amounts payable pursuant to Section 1.6(c)(iii) if (x) final report from CAFEE regarding the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Test Device. (iid) Only upon completion by Seller and Sonical, to the satisfaction of Buyer, of the actions set forth in Section 1.03(b) and Section 1.03(c), the balance of the Purchase Price (an amount not to exceed US$7,500,000) shall be payable to Seller in periodic installments (the "Periodic Payments"), commencing on _______, 2017 ("Initial Periodic Payment Date") and continuing until the balance of the Purchase Price is paid, which shall occur no later than three (3) year anniversary of the Initial Periodic Payment Date. Notwithstanding the foregoing, upon commencement of the Period Payments, Seller shall be entitled to receive US$597,000 of Periodic Payments during the 2017 calendar year. (e) In the event Purchaser delivers that Xxxxx agrees to sell the US Patents to a Purchase Election Notice to the Sellers’ Representative during the Call Option Periodthird-party in a bona fide arm's length transaction, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated Xxxxx agrees to pay Sellers any Seller immediately upon the consummation of such sale all amounts outstanding under this Agreement which are owed to Seller at the time of sale. Seller's approval required to sell patents if Seller has not yet been paid in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.full

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold Purchased Assets and the Upfront Payment on behalf covenant in Section 7.8 will be $2,525,000,000, exclusive of Purchaser. After any applicable value added tax less the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto Pension Plan Liability (the “Proceeds Allocation”"Base Purchase Price"). (b) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within No later than five (5) Business Days of any such changesprior to the Closing Date, and shall the Seller will deliver to Purchaser the Buyer an updated Proceeds Allocation executed by each estimate of the Sellers Net Debt Position as of the Closing Date (the "Estimated Closing Net Debt"), together with a “Revised Proceeds Allocation”statement setting forth the calculation thereof (the "Estimated Closing Net Debt Statement"). Unless and until Purchaser receives a Revised Proceeds AllocationThe Base Purchase Price will be adjusted (as so adjusted, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b"Purchase Price") If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to upward, US dollar for US dollar, by the Estimated Closing Net Debt in the event that such issuance amount is negative and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to downward, US dollar for US dollar, by the extent Estimated Closing Net Debt in the event that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingsuch amount is positive. (c) The Initial Buyer will pay the Purchase Price in full to the Seller at the Closing, in US dollars, by electronic transfer in immediately available funds to the Purchase Price Bank Account. (d) No later than sixty (60) Business Days after the Closing Date, the Seller will prepare and deliver to the Buyer a statement of (A) Net Debt Position as of the close of business on the Closing Date (the "Closing Date Net Debt") and (B) Working Capital as of the close of business on the Closing Date (the "Closing Date Working Capital"), which shall set forth the Seller's determination of the Closing Date Net Debt and the Closing Date Working Capital prepared in a manner consistent with the Accounting Principles and, with respect to the Closing Date Net Debt, in a manner consistent with the preparation of the Estimated Closing Net Debt Statement (the "Initial Closing Statement"). At all reasonable times during the forty-five (45) days immediately following the Buyer's receipt of the Initial Closing Statement, the Buyer and its representatives shall be determined permitted to review the Seller's records relating to the Initial Closing Statement, and the Seller shall make reasonably available the individuals responsible for the preparation of the Initial Closing Statement in order to respond to the inquiries of the Buyer related thereto. (e) The Buyer will notify the Seller in writing of any disputed item, specifying the amount in dispute and setting forth, in reasonable detail, the basis for such dispute, within forty-five (45) days of the Seller's delivery of the Initial Closing Statement to the Buyer. The Buyer may dispute any amount reflected in the Initial Closing Statement, but only on the basis that such disputed amount is either arithmetically inaccurate or was not prepared in the manner consistent with (or failed to take into account items required by) the Accounting Principles, or, with respect to the Closing Date Net Debt, was not arrived at in the manner consistent with the preparation of the Estimated Closing Net Debt Statement. The Buyer agrees that the failure to notify the Seller of a dispute within such period will be conclusively deemed to be an acceptance by the Buyer of the Initial Closing Statement and will constitute a waiver of any right of the Buyer to dispute the Initial Closing Statement for purposes of this Agreement. In the event of a dispute, the Seller and the Buyer will use their reasonable best efforts to reconcile their differences. If the Seller and the Buyer are unable to reach a resolution within fifteen (15) Business Days after receipt by the Seller of the Buyer's written notice of dispute, the items remaining in dispute will be submitted to the Independent Accountants. The Seller and the Buyer will make available to the Independent Accountants such business records and explanations relating to, and access to personnel of the Seller, the Buyer and the Companies involved in the preparation of, the Initial Closing Statement, as may reasonably be required by the Independent Accountants to make their final determination. The Independent Accountants will be directed to resolve the disputed items within thirty (30) days after such disputed items are referred to them, and their decision will be final and binding on the parties hereto. The Seller and the Buyer will each bear fifty percent (50%) of the fees and expenses of the Independent Accountants. The Initial Closing Statement will be deemed final and binding on the parties hereto and shall be deemed the Final Closing Statement upon the earliest of (i) the date the Buyer is deemed to have accepted the Initial Closing Statement in accordance with this Section 2.3(e), (ii) the resolution of all disputes pursuant to this Section 2.3(e) by the Seller and the Buyer or (iii) the resolution of all disputes pursuant to this Section 2.3(e) by the Independent Accountants (such earliest date being the "Determination Date"). (f) Within five (5) Business Days after the Determination Date, a Purchase Price adjustment shall be made as follows: (i) The Initial Purchase Price shall be $45,000,000 plusin the event that the difference between the Closing Date Net Debt (as set forth on the Final Closing Statement) and the Estimated Closing Net Debt (as set forth on the Estimated Closing Net Debt Statement) (the "Net Debt Difference") is negative, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice Buyer will pay to the Purchaser during Seller the Put Option Period and (y) each amount of the following milestones (eachNet Debt Difference, a “Base Milestone,” and collectively, together with the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***.Interest Amount; (ii) In in the event Purchaser delivers a Purchase Election Notice that the Net Debt Difference is positive, the Seller will pay to the Sellers’ Representative during Buyer the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect amount of the Milestones.Net Debt Difference, together with the Interest Amount; (iii) In addition in the event that the difference between the Reference Working Capital and the Closing Date Working Capital (as set forth on the Final Closing Statement) (the "Working Capital Difference") is negative in an amount of at least $3,000,000, the Buyer will pay to the amounts specified in Section 1.6(c)(i), Seller the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any amount of the following milestones (each an “Additional Milestone,” and collectively Working Capital Difference, together with the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereofInterest Amount; and (Div) in the event that the Working Capital Difference is positive in an amount of at least $5,000,0003,000,000, provided ****the Seller will pay to the Buyer the amount of the Working Capital Difference, except together with the Interest Amount. (g) The Base Purchase Price will be allocated in accordance with Schedule 2.3(g), subject to adjustment as provided set forth in Section 5.11 hereof2.3(b). In the event the Purchase Price is adjusted pursuant to Section 2.3(f), the Seller will, no later than five (5) Business Days after the Determination Date, prepare and deliver to the Buyer a revised allocation schedule that reflects such adjustment and is consistent with the Closing Date Net Debt and the Working Capital Position in the Final Closing Statement attributed to the Companies. Neither the Buyer nor the Seller or any of their respective Affiliates will file any Tax Return or otherwise take any position or agree to take any position that is inconsistent with the allocation contemplated by this Section 2.3(g) without prior notice and consultation with the other party. (h) The Buyer agrees that following the Closing through the date on which payment, if any, is made by either party pursuant to Section 2.3(f) or if the Final Closing Statement indicates that no such payment is required, then through the date on which the Final Closing Statement becomes effective, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Final Closing Statement is to be based that would make it impossible or impracticable to calculate the Net Debt Position or the Working Capital in the manner and utilizing the methods required hereby. (i) The Buyer agrees to permit full access to the books and records of the Companies and the Business to the extent relevant to the determination of the Net Debt and the Closing Date Working Capital to the Seller (and its advisors and/or agents), following the date on which the Buyer delivers the Initial Closing Statement to the Seller through the date on which the Final Closing Statement become effective. (j) Any payment required to be made by the Buyer or the Seller pursuant to Section 2.3(f), if any, will bear interest at a rate of five percent (5%) per annum, calculated from the Closing Date until the date of payment (the "Interest Amount"). All payments required to be made pursuant to Section 2.3(f) together with interest payable pursuant to this Section 2.3(j) shall be made in full in US dollars by electronic transfer of immediately available funds to the bank account designated in writing by the party receiving the payment no later than the fifth Business Day after the Determination Date. (k) To the extent an amount with respect to any asset or liability is included in the calculation of the Net Debt Position, such amount shall not be included in the calculation of the Working Capital. To the extent an amount with respect to any asset or liability is included in the calculation of Working Capital, such amount shall not be included in the calculation of the Net Debt Position.

Purchase Price. (a) The initial aggregate purchase price (the "Purchase Price") to be paid for the Shares will Property shall be calculated as set forth $18,900,000, plus or minus prorations, payable in Section 1.6(b) below immediately available Federal funds at the Closing (hereinafter defined). Notwithstanding anything herein to the contrary, Purchaser and Seller acknowledge and agree that title to the Specific Property located in Carrollton, Texas (the “Initial Purchase Price”). At the Closing, "Carrollton Property") shall not be transferred to Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after at the Closing, but that $500,000 of the Purchase Price shall not be disbursed to Seller and shall be held in an escrow (the "Carrollton Escrow") with the Title Company pursuant to escrow instructions mutually acceptable to Seller and Purchaser. If an auction of the Carrollton Property (the "Carrollton Auction") occurs and if Purchaser makes the winning bid at the Carrollton Auction, Purchaser shall purchase the Carrollton Property for the purchase price bid at the Carrollton Auction by Purchaser (the "Carrollton Purchase Price"); provided Purchaser shall receive a credit against the Carrollton Purchase Price equal to the funds in the Carrollton Escrow and the funds held in the Carrollton Escrow shall be disbursed to Seller. In the event, for any event reason, Purchaser does not make the winning bid at the Carrollton Auction or the Carrollton Auction is not held within one (1) Business Day of year from the Closing DateClosing, the Notary funds held in the Carrollton Escrow shall pay be immediately disbursed to Sellers the Upfront PaymentPurchaser; provided, pursuant however, that neither party shall have any obligation to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and other relating to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoCarrollton Property. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting have the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock right, to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) exercised at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or least 10 days prior to the date Closing, to purchase all, but not less than all, of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In inventory held for resale at each Specific Property and the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition an amount equal to the Base Milestones, any 40% of the following milestones (each original cost to Seller of such inventory. Purchaser and Seller shall conduct an “Additional Milestone,” accounting of such inventory, the cost of which shall be split equally by Purchaser and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesSeller.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price “Purchase Price” for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers Property shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. Forty Million (b$40,000,000.00) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued Dollars shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid as follows: (i) Upon the execution of this Agreement Buyer shall pay the Deposit to Escrow Agent by bank check to the order of Escrow Agent or wire transfer of federal funds for immediate credit. (ii) The Initial Deposit shall be invested by Escrow Agent in a sound financial institution’s money market fund or account which pays interest or dividends, in Escrow Agent’s name separate from its personal and business accounts. All investment decisions shall be made by Buyer. If no Closing occurs, all interest or dividends earned shall be paid to the party entitled to the escrowed proceeds, which party shall pay all income taxes thereon. The parties shall furnish Escrow Agent with their respective tax identification numbers. At Closing, Escrow Agent shall pay the Deposit (together with all interest earned thereon) to Seller; and the principal portion of the Deposit shall be a credit against the Purchase Price (but no such credit shall be $45,000,000 plusgiven for the interest earned on such principal portion of the Deposit, if applicableany, any amounts payable which shall be the property of Buyer). All escrow fees, if any, charged by Escrow Agent shall be equally shared by Seller and Buyer. Escrow Agent shall hold the Deposit as set forth above unless either Seller or Buyer makes a written demand upon Escrow Agent for the Deposit accompanied by an affidavit signed by the party making the demand stating sufficient facts to show that said party is entitled to receive the Deposit pursuant to Section 1.6(c)(iiithe terms of this Agreement. Upon receipt of such demand, Escrow Agent shall give ten (10) if (x) the Sellers’ Representative delivers a Milestone Completion Notice days written notice to the Purchaser during other party of such demand and of Escrow Agent’s intention to remit the Put Option Period and (y) each Deposit to the party making the demand on the stated date, together with a copy of the following milestones (eachaffidavit. If Escrow Agent does not receive a written objection before the proposed date for remitting the Deposit, Escrow Agent is hereby authorized to so remit. If, however, Escrow Agent actually receives written objection from the other party before the proposed date on which the Deposit is to be remitted, Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller and Buyer or until a “Base Milestone,” final judgment of an appropriate court. In the event of a dispute, Escrow Agent may place the Deposit with an appropriate court and, after giving written notice of such action to the parties, Escrow Agent shall have no further obligations with respect to the Deposit. The parties acknowledge that Escrow Agent is acting as a stakeholder at their request and collectivelyfor their convenience, that Escrow Agent shall not be deemed to be the “Base Milestones”) has been achieved agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith or in willful or negligent disregard of this Agreement. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’ fees, incurred in connection with the faithful performance of Escrow Agent’s duties hereunder. Escrow Agent acknowledges agreement to the provisions of this Agreement applicable to it by signing on the Acquired Company signature page of this Agreement. Notwithstanding the foregoing, Buyer shall have the right to deliver a notice of termination of this Agreement to Escrow Agent and Seller on or prior to the date expiration of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price Due Diligence Period and Escrow Agent shall be $35,000,000authorized, immediately upon receipt of such notice and in no event shall verification of Seller’s receipt of same, to return the Purchaser be obligated Xxxxxxx Money to pay Sellers any amounts in respect Buyer. Buyer agrees to return all documents provided to Buyer by or on behalf of Seller to Seller within fifteen (15) days of Tenant’s delivery of the Milestonesnotice of termination to Escrow Agent and Seller. (iii) In addition If Buyer does not terminate this Agreement prior to the amounts specified expiration of the Due Diligence Period then Buyer shall pay the Second Deposit to Escrow Agent by wire transfer of Federal Funds for immediate credit, such payment to be made by Buyer on the next business day after the expiration of the Due Diligence Period. B. At Closing, and subject to the terms and provisions of this Agreement, Buyer shall pay Seller the balance of the Purchase Price by wire transfer of immediately available federal funds into a so-called “New York Style” closing escrow to be established by the Escrow Agent. Seller shall furnish Escrow Agent with wire transfer instructions prior to Closing. C. Intentionally deleted. D. In connection with any Personal Property included in Section 1.6(c)(i)the sale, the Initial parties agree that no part of the Purchase Price shall be increased deemed to have been paid by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesBuyer on account thereof.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price “Purchase Price” for the Shares will Property shall be calculated Twenty Million, Two Hundred Thousand, ($20,200,000.00) Dollars plus the Contingent Amount if any, as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing11.6 hereof, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid as follows: (i) Upon the execution of this Agreement Buyer shall pay the Deposit to Escrow Agent by bank check to the order of Escrow Agent or wire transfer of federal funds for immediate credit. (ii) The Initial Deposit shall be invested by Escrow Agent in a sound financial institution’s money market fund or account which pays interest or dividends, in Escrow Agent’s name separate from its personal and business accounts. All investment decisions shall be made by Buyer. If no Closing occurs, all interest or dividends earned shall be paid to the party entitled to the escrowed proceeds, which party shall pay all income taxes thereon. The parties shall furnish Escrow Agent with their respective tax identification numbers. At Closing, Escrow Agent shall pay the Deposit (together with all interest earned thereon) to Seller, and the principal portion of the Deposit shall be a credit against the Purchase Price (but no such credit shall be $45,000,000 plusgiven for the interest earned on such principal portion of the Deposit, if applicableany, any amounts payable which shall be the property of Buyer). All escrow fees, if any, charged by Escrow Agent shall be equally shared by Seller and Buyer. Escrow Agent shall hold the Deposit as set forth above unless either Seller or Buyer makes a written demand upon Escrow Agent for the Deposit accompanied by an affidavit signed by the party making the demand stating sufficient facts to show that said party is entitled to receive the Deposit pursuant to Section 1.6(c)(iiithe terms of this Agreement. Upon receipt of such demand, Escrow Agent shall give ten (10) if (x) the Sellers’ Representative delivers a Milestone Completion Notice days written notice to the Purchaser during other party of such demand and of Escrow Agent’s intention to remit the Put Option Period and (y) each Deposit to the party making the demand on the stated date, together with a copy of the following milestones (eachaffidavit. If Escrow Agent does not receive a written objection before the proposed date for remitting the Deposit, Escrow Agent is hereby authorized to so remit. If, however, Escrow Agent actually receives written objection from the other party before the proposed date on which the Deposit is to be remitted, Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller and Buyer or until a “Base Milestone,” final judgment of an appropriate court. In the event of a dispute, Escrow Agent may place the Deposit with an appropriate court and, after giving written notice of such action to the parties, Escrow Agent shall have no further obligations with respect to the Deposit. The parties acknowledge that Escrow Agent is acting as a stakeholder at their request and collectivelyfor their convenience, that Escrow Agent shall not be deemed to be the “Base Milestones”) has been achieved agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith or in willful or negligent disregard of this Agreement. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’ fees, incurred in connection with the faithful performance of Escrow Agent’s duties hereunder. Escrow Agent acknowledges agreement to the provisions of this Agreement applicable to it by signing on the Acquired Company signature page of this Agreement. Notwithstanding the foregoing, Buyer shall have the right to deliver a notice of termination of this Agreement to Escrow Agent and Seller on or prior to the date expiration of the Milestone Completion Notice: Due Diligence Period and Escrow Agent shall be authorized, immediately upon receipt of such notice and verification of Seller’s receipt of same, to return the Xxxxxxx Money to Buyer. Buyer agrees to return all documents provided to Buyer by or on behalf of Seller to Seller within fifteen (B15) and (C) The Acquired Company has successfully completed ***days of Tenant’s delivery of the notice of termination to Escrow Agent and Seller. (ii) In the event Purchaser delivers a Purchase Election Notice B. At Closing, and subject to the Sellers’ Representative during terms and provisions of this Agreement, Buyer shall pay Seller the Call Option Periodbalance of the Purchase Price by wire transfer of immediately available federal funds into a so-called “New York Style” closing escrow to be established by the Escrow Agent. Seller shall furnish Escrow Agent with wire transfer instructions prior to Closing. C. In connection with any Personal Property included in the sale, the Initial parties agree that no part of the Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated deemed to pay Sellers any amounts in respect of the Milestoneshave been paid by Buyer on account thereof. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will Purchased Assets shall be calculated as set forth in Section 1.6(bForty-Five Million and 00/100 Dollars ($45,000,000) below (the “Initial Purchase Price”), plus the assumption of the Assumed Liabilities. At The Purchase Price, as adjusted pursuant to Section 2.07 (Withholding Tax), shall be paid on the Closing, Purchaser shall Closing Date by wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal funds to the Initial Purchase Price minus (i) an account designated in writing by Seller to Buyer in an amount equal to such adjusted Purchase Price less the Escrow AmountsAmount, and (ii) accounts of the Escrow Agents designated in writing by the Escrow Agents to Seller Funded Expenses and (iii) Buyer in an amount equal, in the Loan Amount aggregate, to the Escrow Amount, which amount shall be held and distributed pursuant to the terms and conditions of the Escrow Agreements. On the business day after the Closing Date, Seller shall pay by wire transfer of immediately available funds to an account of RE/MAX of New Jersey Institutional Advertising, Inc. (the “Upfront PaymentAd Fund”) such amount necessary to satisfy all amounts owed by Seller, or owed by any Affiliate of Seller or any Stockholder, to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon Ad Fund as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any it being understood that such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each amounts as of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretodate hereof are in excess of $1,000,000. (b) If Purchaser elects Buyer shall pay Seller an amount equal to issue shares of Purchaser Common Stock in respect of some or all one hundred percent (100%) of the Upfront Payment, then: Payable Cash collected by Buyer within ninety (i90) days after the Closing Date from Seller’s bxxxxxxx under the Franchise Agreements for the full calendar month ending prior to such issuance and upon request the Closing Date acquired by PurchaserBuyer hereunder, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount Regional Franchise Agreement Payment Obligations (the “Prior Month Collections”). Buyer will act in good faith and use commercially reasonable efforts consistent with Buyer’s Ordinary Course of any cash transferred Business to collect the Notary in respect of Prior Month Collections within ninety (90) days after the Initial Purchase Price, divided by Closing Date (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on “Receivable Collection Period”). After the Closing Date; , Seller shall not attempt to collect any pre-closing accounts receivable or any Prior Month Collections without Buyer’s consent. Within ten (ii10) days after the last day of each month in the Receivable Collection Period, Buyer shall remit Seller’s portion of the Payable Cash related to the extent Prior Month Collections, less any Seller Collected Receivables, (except that the Upfront Payment consists first payment thereof shall be made on or before December 23, 2016 on account of collections through December 15, 2016), to Seller by wire transfer of immediately available funds to an account of Seller designated by Seller to Buyer. If Seller collects any cash and Purchaser Common Stock, each Seller shall receive related to pre-closing accounts receivable (other than the same proportion of cash and Purchaser Common Stock as each other Seller; and (iiiPrior Month Collections) at each acquired by Buyer hereunder or related to Seller’s sole election, Purchaser shall execute bxxxxxxx under the True-Up Agreement in substantially Franchise Agreements for the form attached hereto as Exhibit D with respect full calendar month ending prior to the shares of Purchaser Common Stock issued to each Seller so electing. Closing Date acquired by Buyer hereunder within ninety (c90) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each days of the following milestones Closing Date (each, a “Base Milestone,” and collectivelyany such amounts collected, the “Base MilestonesSeller Collected Receivables”) has been achieved by the Acquired Company on or prior to the date ), Seller shall immediately notify Buyer of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) such collection. In the event Purchaser delivers a Purchase Election Notice that the Seller Collected Receivables exceed the Payable Cash related to the Sellers’ Representative during the Call Option PeriodPrior Month Collections, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated then Seller will remit such excess to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, Buyer. If Seller collects any of the accounts receivable acquired by Buyer hereunder after the ninetieth (90th) day following milestones the Closing Date, Seller shall immediately notify Buyer of such collection and remit the amount so collected to Buyer within ten (each an “Additional Milestone,” and collectively the “Additional Milestones”10) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestonesdays after such collection.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The Purchase Price shall be paid by Purchaser as follows: 2.1 The sum of One Hundred Thousand Dollars (a$100,000) The initial purchase price for ("Earnest Money"), by check payablx xx xxe escrow agent, to be held in a joint order escrow pursuant to an escrow agreement mutually acceptable to Purchaser and Seller, which shall be deposited by Purchaser within one business day after the Shares will be calculated opening of such escrow (which Purchaser and Seller shall open simultaneously with the execution of this Agreement); and 2.2 On the Closing Date (as set forth in Section 1.6(b) below (hereinafter defined), the “Initial balance of the Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary adjusted in accordance with the instructions prorations, by federally wired "immediately available" funds, on or before 2:00 p.m. Chicago time. Any provisions herein providing for the delivery of the Earnest Money to either party hexxxx xxe intended to mean the Earnest Money plus any interest xxxxxx thereon and less all escrow and investment fees. 2.3 Upon delivery, the Earnest Money shall be invested xx xx xnterest-bearing account. Interest earned thereon shall be paid to Purchaser unless the Earnest Money is disbursed to Sexxxx xx accordance with the terms of this Agreement, in which case such interest shall be paid to Seller. The Earnest Money shall not be refunxxxxx xnless the Notary Instruction Letter. Prior transaction contemplated by this Agreement is not consummated as the result of Seller's default or the failure of a condition precedent to Purchaser's obligations hereunder or Purchaser properly elects to terminate this Agreement pursuant to the transfer provisions of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of PurchaserParagraph 6. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after Upon the Closing, but in the Earnest Money and any event within one (1) Business Day interest exxxxx xhereon shall be credited toward payment of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial total purchase price to be paid to Sellers for the Shares Purchased Assets (the "Purchase Price") will be calculated equal to the Base Purchase Price (as -------------- defined in Section 1.3 below), plus or minus the amount of any adjustments determined in accordance with Section 1.4 and 1.5 below. (b) At the Closing, an amount (the "Closing Payment") equal to the --------------- Estimated Base Purchase Price (as defined in Section 1.4(a) below) minus (i) ----- $200,000 (the "Accounts Receivable Holdback") and (ii) $500,000 (together with ---------------------------- earnings thereon, the "Base Purchase Price Escrow Amount") shall be paid by the --------------------------------- Buyer by wire transfer of immediately available funds to a single account designated by Sellers. The Base Purchase Price Escrow Amount shall be deposited in an escrow account (the "Escrow Account") established pursuant to the terms -------------- and conditions of an escrow agreement (the "Escrow Agreement") in the form ---------------- attached as Exhibit A hereto. The Base Purchase Price Escrow Amount shall be --------- available to satisfy any amounts owed by Sellers to Buyer as a result of the determination of the Base Purchase Price pursuant to Section 1.4 below. The Xxxxxx Group agrees not to distribute to their respective shareholders (or otherwise remove or cause to be removed from the assets of the Sellers), a portion of the Closing Payment equal to $1.5 million until after the Base Purchase Price has been determined pursuant to Section 1.4 hereof and any payments required to be made by Section 1.2(c) hereof have been made. Sellers agree to furnish to Buyer, promptly upon request by Buyer, information (including bank account statements) to verify that no such distribution or removal of funds has been made. (c) As soon as practicable (but in no event later than five (5) business days) after the Base Purchase Price is finally determined pursuant to Section 1.4 below, any payments required to be made by this Section 1.2(c) shall be made. In the event that the Base Purchase Price is greater than the Estimated Base Purchase Price, Buyer shall pay to Sellers, by wire transfer of immediately available funds to an account designated by Sellers, an amount equal to such excess. In the event that the Base Purchase Price is less than the Estimated Base Purchase Price, an amount equal to such difference shall be paid to Buyer in the manner described herein. Amounts owing to Buyer pursuant to this Section 1.2(c) shall be paid first by delivery of immediately available funds from the Escrow Account (and Sellers shall cooperate with Buyer in causing such payment to be made, including executing a letter of direction to the escrow agent authorizing such payment) and, if the Base Purchase Price Escrow Amount has been reduced to zero, by delivery of immediately available funds from the Sellers. The Base Purchase Price Escrow Adjustment, if any, remaining after the payments set forth in this Section 1.2(c), shall be paid to Sellers in accordance with the terms of the Escrow Agreement. (d) As soon as practicable after the Regular Accounts Receivable Adjustment is determined pursuant to Section 1.5(c) below, any payments required to be made pursuant to this Section 1.2(d) shall be made. If the Regular Accounts Receivable Adjustment is required to be paid to Buyer, then (i) if the amount of the Regular Accounts Receivable Adjustment is less than the Accounts Receivable Holdback, an amount equal to the Regular Accounts Receivable Adjustment shall be retained by Buyer from the Accounts Receivable Holdback or (ii) if the amount of the Regular Accounts Receivable Adjustment is greater than or equal to the Accounts Receivable Holdback, the entire Accounts Receivable Holdback shall be retained by Buyer, and Sellers shall pay to Buyer, by wire transfer of immediately available funds, any remaining amounts owed to Buyer. If the Regular Accounts Receivable Adjustment is required to be paid to Sellers, then Buyer shall pay to Sellers, by wire transfer of immediately available funds to an account designated by Sellers, an amount equal to the Regular Accounts Receivable Amount. The Accounts Receivable Holdback, if any, remaining after the payments set forth in this Section 1.2(d), shall be used to satisfy any amount to be paid to Buyer pursuant to Early-Buy Accounts Receivable Adjustment as set forth in Section 1.6(bclause (e) below below. (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (ie) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the ClosingEarly-Buy Accounts Receivable Adjustment is determined pursuant to Section 1.5(d), but in any event within one (1payment required to be made to Buyer pursuant to this Section 1.2(e) Business Day shall be made. If the amount of the Closing DateEarly-Buy Accounts Receivable Adjustment is less than or equal to the remaining Accounts Receivable Holdback, an amount equal to the Early-Buy Accounts Receivable Adjustment shall be retained by Buyer from the Accounts Receivable Holdback. If the amount of the Early-Buy Accounts Receivable Adjustment is greater than the remaining Accounts Receivable Holdback, the Notary entire remaining Accounts Receivable Holdback shall be retained by Buyer, and Sellers shall pay to Sellers Buyer, by wire transfer of immediately available funds, any remaining amounts owed to Buyer. The Accounts Receivable Holdback, if any, remaining after the Upfront Payment, pursuant to the allocation payments set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Datein this Section 1.2(e), the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound paid to Sellers by the Proceeds Allocation set forth on Schedule A attached heretowire transfer of immediately available funds. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) 2.1 The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below Property (the “Initial "Purchase Price”). At the Closing") shall be TEN MILLION FIVE HUNDRED THOUSAND AND NO/DOLLARS ($10,500,000.00) payable as follow: (a) One Hundred Thousand and No/00 Dollars ($100,000.00) shall be paid into an account with Old republic Title Company of Kansas City 1300 Baltimore Avenue, Purchaser shall transfer an amount of cash Kansas City, Missouri 64105 Title Company and Xxxxxx Xxxxx (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (ixxx "Xxxxx Xxxxxxx") the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount Xxxxxx Agent (the “Upfront Payment”"Title Company") to on or before the third party account date that is three (3) business days after the Effective Date (see Section 16.14 hereof) of this Agreement. Such amount shall be held and released by the Notary Title Company in accordance with the instructions in provisions of this Agreement and the Notary Instruction Letterescrow provisions attached as EXHIBIT A. Such payments shall be non-refundable, except as expressly set forth herein. Prior Such payment is referred to herein as the "Deposit". The Deposit shall be applied to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Purchase Price at Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all The balance of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange subject to adjustment as set forth herein shall be paid in cash or cash equivalent on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) 2.2 The Initial Deposit shall be placed in an interest-bearing escrow account. All interest accruing on the Deposit shall be credited against the Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable at the closing of title pursuant to Section 1.6(c)(iii) if 7 (x) the Sellers’ Representative delivers a Milestone Completion Notice "Closing"). If the Closing does not take place, the interest accrued on the Deposit shall be paid to the Purchaser during party entitled to receive the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior Deposit pursuant to the date terms of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Noticethis Agreement. The Base Milestones Title Company shall serve as custodian of all documents to be delivered into escrow pursuant to this Agreement and to handle the Additional Milestones shall together recordation of all documents to be referred admitted to herein as the “Milestonesrecord.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial "Purchase Price" means the price Buyer agrees to pay to purchase price for a Mortgage Loan. Lender and Seller acknowledge that the Shares will Purchase Price may be calculated as less than the full principal amount of the Mortgage Note evidencing the Mortgage Loan, and that Seller may have paid or advanced other funds to Buyer which funds are not included in the Purchase Price. Buyer agrees that the Purchase Price paid to Seller with respect to a particular Mortgage Loan shall not be reduced due to adjustments relating to another Mortgage Loan. For purposes of the Purchase Date set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares3 hereof, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined deemed paid in full when either: (a) Seller collects funds in the amount of the Purchase Price pursuant to a cashiers check mailed to Seller's address set forth in Section 7 below from Buyer and deposits such check in its account with Lender referenced hereinbelow (or any other account designated by Lender); (b) Seller receives a federal wire transfer in the amount of the Purchase Price into its account with Lender referenced hereinbelow (or any other account designated by Lender) from Buyer: Bank: First Union National Bank of South Carolina Address: 1 Bexxxxx Xxxxx, Greenville, SC 29602 ABA Number: 053200000 Account: 2010000314483 Attention: Lindx X. Xxxxxxxxx or (c) Seller collects funds in such other manner as follows: requested by Lender and such funds are deposited in the account with Lender referenced hereinabove (or any other account designated by Lender). Seller agrees promptly to process and submit any such cashiers check received from Buyer for payment to Lender. Buyer shall not be liable to Lender or Seller for any additional expenses incurred by Lender or Seller because of: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant payments lost or delayed due to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved incorrect wire transfer or mailing instructions provided by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. Seller; (ii) In the event Purchaser delivers Seller's failure promptly to process a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. cashiers check; or (iii) In addition Lender's failure to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price promptly submit a cashiers check for payment. Buyer shall be increased by the following amounts if, in addition to the Base Milestones, any notify Seller of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved purchase of a Mortgage Loan by the Acquired Company prior sending a funding advice to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones Seller, and, upon Lender's request, Seller shall together be referred promptly telecopy such funding advice to herein as the “MilestonesLender.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Subject to Section 3 and Section 4 of this Agreement, the total amount of the Purchase Price for the Shares will Target Company’s shares should be calculated as set forth in Section 1.6(b) below RMB600,105,000 (the “Initial Purchase Price”). At , the Closing, Purchaser shall transfer an pay the Purchase Price to the Sellers in accordance with Section 3.3 of this Agreement, among which, the Purchaser shall pay thirty percent (30%) of the Purchase Price to Xxxxx Xxxxx Fu Jing, thirty percent (30%) of the Purchase Price to Lan Ting Data, ten percent (10%) of the Purchase Price to Xxxxx Xx Tian Ye and thirty percent (30%) of the Purchase Price to Xxx Xx. All Parties confirm that, subject to Section 3 of this Agreement, the amount of cash the Purchase Price is determined according to the following calculation formula upon the total estimate valuation of the Target Company (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (the “Purchaser Common StockTotal Estimate Valuation”), equal all liabilities of the Target Company as of the Closing Date (including without limitation, costs, operation capital, accounts payable, financing loans and other liabilities to be borne by the Target Company after the Closing Date as a result of facts and actions related to the Initial Purchase Price minus operation of the Data Center before the Closing Date (ithe payment obligations of such liabilities have not occurred before the Closing Date and are not reflected in the Target Company’s financial books) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront PaymentTotal Liabilities”) ), the Target Company’s accounts receivable as of the Closing Date (calculated on the accrual basis, including the accounts that will be collected by the Target Company after the Closing Date due to the third party account facts and actions related to the operation of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of Data Center before the Closing Date, even if the Notary shall pay to Sellers payment obligation of such accounts has not occurred before the Upfront PaymentClosing Date and is not reflected in the Target Company’s financial accounts, pursuant to as well as the allocation set forth on Schedule A attached hereto deposits under the Lease Agreement and Financial Lease Contracts that have been paid by the Target Company (the “Proceeds AllocationDeposit”) and to ( the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationAccounts Receivable for Closing”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all The calculation formula of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request Purchase Price is: Purchase Price = Total Estimate Valuation - Total Liabilities + Accounts Receivable for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent All Parties confirm that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,0003.1 is provisional based on the Total Estimated Valuation of the Target Company of RMB 2,305,000,000 and all liabilities and accounts receivables of the Target Company as of August 31, provided ****2019 of RMB [REDACTED] and RMB [REDACTED], except as provided respectively, which should be subject to the adjustment based on the final amount of the Total Estimate Valuation, the Total Liabilities and Accounts Receivable for Closing confirmed in accordance with Section 5.11 hereof3.2 of this Agreement.

Purchase Price. (a) The initial aggregate purchase price for the Exchange Shares will shall be calculated as set forth in Section 1.6(b) below the Appraised Price determined by an independent appraiser mutually appointed by the Purchaser and the Sellers (the “Initial Purchase Price”). At The Purchaser and the Closing, Sellers agree to engage Valuelink to appraise owners’ equities of the Company for the purpose of determination of the Appraised Price. The Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to and the Initial Purchase Price minus (i) Sellers acknowledge that the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount appraisal report attached hereto as Exhibit E (the “Upfront PaymentAppraisal Report”) reflects the market value of the Company and the Purchase Price for the Exchange Shares shall be Chinese XXX 00 million. The Purchase Price shall be paid by the Purchaser to the third party account Sellers by means of certain number of the Notary in accordance Purchaser Shares as determined herein, with the instructions restrictions set forth in the Notary Instruction LetterTransaction according to Section 6.5 herein. Prior The number of Purchaser Shares payable to the transfer of Sellers pursuant to this Section 2.3(a) shall be calculated by the Seller Shares, Purchase Price divided by the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day weighted average of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto Share Price (the “Proceeds AllocationVWAP”) and to of the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within Shares for five (5) Business Trading Days up to the date immediately prior to the date of any such changesthis Agreement; provided however, the VWAP shall not be lower than the Closing Share Price as of the Closing of the Trading Date immediately prior to the date of this Agreement, and shall deliver with the number of Purchaser Shares rounded up to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretonearest whole number. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers Each Seller shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price receive its pro rata share of the Purchaser Common Stock Shares based on the Qualified Stock percentage of the Exchange on Shares owned by such Seller as compared to the total number of the Exchange Shares owned by all Sellers (such Seller’s “Pro Rata Share”). The Parties agree that the payment of the Purchase Price and delivery of the Purchaser Shares to the Sellers shall be made as follows: (1) eighty-percent (80%) of the Purchase Price by way of delivery of the Purchaser Shares shall be made at the Closing Date; ; (ii2) to ten percentage (10%) of the Purchaser Shares shall be delivered within thirty (30) days following the receipt by the Purchaser of the Company’s audited financial statements for 2019; and (3) the remaining ten percentage (10%) of the Purchaser Shares shall be delivered within thirty (30) days following the receipt by the Purchaser of the Company’s audited financial statements for 2020. To the extent that the Upfront Payment consists net income of cash and the Company falls below RMB 8.0 million in 2019 or RMB 10.0 million in 2020, the above agreed-upon Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect Shares to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price be delivered for such year shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) reduced pro rata based on the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***actual net income for such year. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for On the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closingapplicable Transfer Date, Purchaser shall transfer an amount of cash (pay to Seller, or such party designated in United States dollars of writing by Seller, the Purchase Price for the Loans, in immediately available funds), via wire transfer into the following collection account: Bank One, NA/E-LOAN, Inc. Collection Account, Account # [ ** ], Bank One, NA, Columbus, Ohio, ABA [ ** ], Attention: Xxxxx Xxxxxxx, or common stocksuch other account as Seller and Bank One, par value $0.001 per share, of NA shall designate in writing to Purchaser (“the "Collection Account"). Upon or before submitting an Offer to Purchaser, Seller shall have delivered to Purchaser Common Stock”), equal to written wire transfer instructions for the Initial payment of the Purchase Price. Upon deposit of the Purchase Price minus (i) into the Escrow AmountsCollection Account, (ii) the Loans, and all rights, benefits, payments, proceeds and obligations to Seller Funded Expenses and (iii) arising from or in connection with the Loan Amount (Loans, together with any lien or security interest in the “Upfront Payment”) vehicle serving as collateral for the Loans, shall vest in Purchaser. In the event the Purchase Price is deposited into the Collection Account prior to the third party account delivery by Seller of the Notary corresponding original, indorsed draft to Purchaser or its designated custodian or servicer in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer this Agreement, and Seller has possession of the draft, Seller Shares, the Notary acknowledges that under such circumstances Seller shall hold the Upfront Payment such draft on behalf of Purchaser solely and exclusively for Purchaser's benefit, and Seller acknowledges that its possession of such draft subsequent to its receipt of the Purchase Price shall not create in Seller any right, title or interest in the associated Loan, which shall be solely vested in the Purchaser. After the transfer of the Any payments received by Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D Obligors with respect to the shares of Purchaser Common Stock issued any Loan sold to each Seller so electing. (c) The Initial Purchase Price Purchaser, shall be determined as follows: forwarded to Purchaser within two (i2) The Initial Purchase Price business days of receipt. Until the Transfer Date, Seller shall own and control the application and all documentation relating to the Loans to be sold. All Loans sold under this Agreement shall be $45,000,000 plussold without recourse, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers on a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***servicing released basis. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The purchase price (“Purchase Price”) for the Property shall be SEVEN MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS ($7,950,000.00), payable as follows: (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (Upon the “Initial Purchase PriceOpening of Escrow”). At the Closing, Purchaser as hereafter defined, Buyer shall transfer an amount of cash (in United States dollars of immediately available funds)deposit, or common stockcause to be deposited with Escrow Holder, par value in cash or certified or bank cashier’s check or confirmed wire transfer of funds, the sum of ONE HUNDRED THOUSAND DOLLARS ($0.001 per share, of Purchaser 100,000.00) (“Purchaser Common StockDeposit”), equal which Deposit shall, except as otherwise herein provided, be applied toward payment of the Purchase Price upon the “Close of Escrow” (as hereafter defined). The Deposit shall be invested by Escrow Holder in an interest-bearing account selected by Buyer with all interest accruing thereon paid to Buyer upon demand or, at Buyer’s election, credited to the Initial Purchase Price minus (i) upon the Close of Escrow, except as otherwise herein provided. If the Close of Escrow fails to occur for any reason other than a default by Buyer, the Deposit plus any accrued interest thereon shall, except as otherwise herein provided, be immediately returned by Escrow Holder to Buyer, and, without waiver of any other rights Buyer may have under this Agreement, this Agreement and the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, created pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretodeemed terminated. (b) If Purchaser In addition to the Deposit, Buyer shall also concurrently deposit with Escrow Holder the additional sum of One Hundred Dollars ($100.00) (the “Independent Consideration”). The Independent Consideration shall be non-refundable to Buyer as independent consideration for the rights extended to Buyer under this Agreement. The Independent Consideration shall be released to Seller immediately following Buyer’s deposit of the Independent Consideration into Escrow. In all instances under this Agreement in which Buyer elects to issue shares of Purchaser Common Stock in respect of some terminate or all of is deemed to have terminated this Agreement, Seller shall retain the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers Independent Consideration. The Independent Consideration shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting not be applicable towards the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial On the date that is no later than seven (7) business days after “Completion of the Asset” (as hereinafter defined), Buyer shall deposit or cause to be deposited with Escrow Holder, in cash or certified or bank cashier’s check or confirmed wire transfer of funds, the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) (“Additional Deposit”), which Additional Deposit shall, except as otherwise herein provided, be applied towards payment of the Purchase Price upon the Close of Escrow. The Additional Deposit shall be determined as follows: (i) The Initial invested by Escrow Holder in an interest-bearing account selected by Buyer with all interest accruing thereon paid to Buyer upon demand or, at Buyer’s election, credited to the Purchase Price upon the Close of Escrow, except as otherwise herein provided. Should the Close of Escrow fail to occur for any reason other than a default by Buyer, including without limitation Seller’s failure to satisfy a condition to Buyer’s obligations hereunder and Buyer’s refusal to waive such failure, then the Additional Deposit and any accrued interest thereon shall, except as otherwise herein provided, be immediately returned by Escrow Holder to Buyer, and without waiver of any other rights Buyer may have under this Agreement, this Agreement and the Escrow created pursuant hereto shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***deemed terminated. (iid) In Upon the event Purchaser delivers Close of Escrow, Buyer shall deposit or cause to be deposited with Escrow Holder, in the form of a Purchase Election Notice to the Sellers’ Representative during the Call Option Periodcertified or bank cashier’s check, or a confirmed wire transfer of funds, the Initial balance of the Purchase Price shall Price, plus such additional funds, if any, as may be $35,000,000, and in no event shall the Purchaser be obligated required to pay Sellers any amounts in respect Buyer’s share of the Milestonesprorations and closing costs, as set forth herein. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial total purchase price to be paid for the Offering Stockholder's Termination Shares pursuant to this Section (the "Purchase Price") will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus Fair Market Value Per Share multiplied by the number of such Termination Shares to be sold. Fair Market Value Per Share means the fair market value of the Common Stock as determined by the Company based on a valuation of the Company and its Subsidiaries as a going concern and not for purposes of liquidation on the Valuation Date, and without taking into account any discount for minority interest or lack of liquidity of the shares of Common Stock being valued. The Valuation Date shall be selected by the Offering Stockholder by written notice delivered to the Company and Purchasers within ten (i10) days of the date of the Notice of Termination and shall be either (x) the Escrow Amountsdate of the Notice of Termination, (iiy) one of the dates which is three (3) months, six (6) months and nine (9) months following the Notice of Termination or (z) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within date which is one (1) Business Day year following the Notice of Termination. Failure of the Closing DateOffering Stockholder to timely exercise this option shall result in the Valuation Date being the date of the Notice of Termination. Upon such determin- ation, the Notary Company shall pay to Sellers the Upfront Payment, pursuant promptly give notice thereof to the allocation set Offeree Stockholders and the Offering Stockholder, setting forth on Schedule A attached hereto in reasonable detail the calculation of such fair market value and the method and basis of determination thereof (the “Proceeds Allocation”"Company Determination"). If -------------------------------------------------------------------------------- STOCKHOLDERS AGREEMENT - PAGE 8 (INFINITY/ORIX) the Offering Stockholder shall disagree with the Company Determination and shall, by notice to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation Company given within ten (10) days after the Effective Datedelivery of the Company's notice of the Company Determination, elect to dispute the Company Determination, the Sellers’ Representative shall notify Purchaser Company shall, within five (5) Business Days of any days after such changesnotice, engage an investment bank or other qualified appraisal firm selected by the Company and shall deliver the Offering Stockholder (the "Appraiser") to Purchaser make an updated Proceeds Allocation executed by each independent determination of the Sellers Fair Market Value of the Common Stock within fifteen (a “Revised Proceeds Allocation”15) days after being engaged (the "Appraiser Determination"). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers The Appraiser Determination shall be bound final and binding on the Company and the Offering Stockholder. The cost of the Appraiser Determination shall be borne by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) Company. In the event Purchaser delivers the Offering Stockholder and the Company can not agree upon the selection of the Appraiser, each of them shall within five (5) days of their failure to so agree select an Appraiser, and the two (2) Appraisers as so selected shall, within ten (10) days of their selection, select a Purchase Election Notice third Appraiser who shall be the sole Appraiser engaged to make the Sellers’ Representative during Appraiser Determination. If the Call Option Periodtwo (2) Appraisers fail, in good faith, to so select a third Appraiser, each shall make an Appraiser Determination, and the Initial average of such Appraiser Determinations shall be the Appraiser Determination hereunder. The Purchase Price shall be $35,000,000Determination Date means the day immediately following the Company Determination or the final Appraiser Determination, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesas applicable. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase aggregate price for the purchase of the Company Shares will be calculated as set forth in Section 1.6(b) below and cancellation of the Company Options (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an ) is a dollar amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow AmountsBase Cash Price, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, adjusted pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) this Agreement, including Section 2.5 and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoArticle VI. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of At the Upfront PaymentClosing, thenBuyer shall: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued pay to each Seller so electing. the amount set forth opposite such Seller’s name on Annex A-3 (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (eachsuch payment amount, a “Base MilestoneSeller Closing Payment,” and collectively, the “Base MilestonesSeller Closing Payments”) has been achieved by the Acquired Company on or prior wire transfer of immediately available funds to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***.Seller’s Purchase Price Bank Account; (ii) In the event Purchaser delivers a Purchase Election Notice pay to the Sellers’ Representative during Lenders, on behalf of the Call Option PeriodCompany, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated amounts necessary to pay Sellers any amounts off the Estimated Closing Indebtedness owed to the Lenders by wire transfer of immediately available funds to the accounts designated by the Lenders in respect of the Milestones.Debt Payoff Letters; (iii) In addition pay to the amounts specified Persons identified in Section 1.6(c)(i)the Invoices, on behalf of the Company, the Initial Purchase Price shall be increased amounts necessary to pay off the Estimated Closing Transaction Expenses owed to such Persons by the following amounts if, in addition wire transfer of immediately available funds to the Base Milestones, any of accounts designated in the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereofInvoices; and (Div) $5,000,000deposit with the Escrow Agent the Escrow Amount into a holdback escrow account to be governed by the terms of this Agreement and the Escrow Agreement, provided ****which shall provide that the Buyer is considered the owner of the escrow account such that the Escrow Amount shall not be considered plan assets of the ESOP until such time as, except as provided and to the extent that, any portion of the Escrow Amount is distributed to the ESOP in accordance with this Agreement and the Escrow Agreement, and, to the extent not paid pursuant to Section 5.11 hereof2.2(b)(iii), pay to the Escrow Agent the Escrow Fee, in each case, by wire transfer of immediately available funds to the account designated by the Escrow Agent.

Purchase Price. (a) The initial aggregate purchase price to be paid by Purchaser to the Sellers for the Shares will shall be calculated as set forth in Section 1.6(b) below (an amount equal to the “Initial Purchase Price”). Price as adjusted pursuant to Section 2.5. (b) At the Closing, Purchaser shall pay, or cause to be paid, the Initial Purchase Price (less the Working Capital Escrow Amount and the Representative Expense Fund Amount) by wire transfer of immediately available funds to the Sellers, respectively in accordance with the Proceeds Allocation Schedule attached hereto as Schedule I to an amount account (or accounts) designated by each Seller in writing at least two Business Days prior to the Closing Date. Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of cash Purchaser or any of its Affiliates, (i) Purchaser is entitled to rely on the Proceeds Allocation Schedule and any instructions or allocations provided by the Sellers’ Representative in United States dollars making any payment or disbursement to or on behalf of the Sellers pursuant to this Agreement and (ii) in no event shall Purchaser, any of its Affiliates or the Company Group have any Liability to any Person (including the Sellers’ Representative and each of the Sellers) for the payment or disbursement in accordance with the Proceeds Allocation Schedule or any instructions or allocations provided by the Sellers’ Representative. (c) At the Closing, Purchaser shall deposit the Working Capital Escrow Amount with the Escrow Agent. The Working Capital Escrow Amount shall be released in accordance with the terms of this Agreement and the Escrow Agreement. The Working Capital Escrow Amount will be available to satisfy any amounts owed by the Sellers to Purchaser pursuant to Section 2.5(d) in accordance with the terms of this Agreement and the Escrow Agreement. (d) At the Closing, Purchaser shall pay, or cause to be paid, the Sellers’ Representative, by wire transfer of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one Representative Expense Fund Amount to an account (1or accounts) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated designated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative in writing at least two Business Days prior to the Closing Date. (e) Notwithstanding anything to the contrary contained in this Agreement, Purchaser, Company, and any other applicable withholding agent shall notify Purchaser within be entitled to deduct and withhold from any payments made pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any applicable provision of state, local or non-United States Tax law. Such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Except (x) in the case that the Company fails to provide the affidavit described in Section 2.3(c)(v), (y) in the case that the applicable recipient fails to provide a properly completed Internal Revenue Service Form W-9 or applicable Internal Revenue Service Form W-8 (or otherwise establish an exemption from backup withholding) or (z) in the case of amounts treated as compensation, the applicable payor shall use commercially reasonable efforts to provide the Sellers’ Representative with a written notice of such payor’s intention to withhold at least five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of indicating the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock amount to be issued shall withheld or deducted with respect to each Person from which any amount is to be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; withheld or deducted and (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each relevant provisions of the following milestones Code (eachor other applicable Law) requiring such withholding or deduction, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to any such withholding, both the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***applicable payor and applicable payee shall use commercially reasonable efforts to minimize any such Taxes. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (aIn the event that a breach shall involve any representation or warranty set forth in Subsection 3.02 and such breach cannot be cured within 120 days of the earlier of either discovery by or notice to the Seller of such breach, all of the Mortgage Loans shall, at the Purchaser's option be repurchased by the Seller at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) The initial purchase price for pursuant to the Shares will foregoing provisions of this Section 3.03 shall occur on a date designated by the Purchaser and shall be calculated as accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. Notwithstanding the foregoing, within 90 days of the earlier of either discovery by or notice to the Seller of a breach of the representation of the Seller set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds3.01(xx), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Seller shall repurchase such Mortgage Loan at the Purchase Price minus (i) the Escrow Amountsor substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in each case, in accordance with the instructions in provisions set forth above. Notwithstanding the Notary Instruction Letter. Prior to foregoing, within 90 days of the transfer earlier of discovery by the Seller or receipt of notice by the Seller of the breach of the representation of the Seller Sharesset forth in Section 3.01(tt) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Notary Seller shall hold pay the Upfront Payment on behalf of Purchaser. After the transfer amount of the Seller Sharesscheduled Prepayment Charge, for the Notary shall hold the Upfront Payment on behalf benefit of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day Holders of the Closing DateClass P Certificates, by depositing such amount into the Notary shall pay to Sellers the Upfront PaymentCollection Account, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated net of any amount previously collected by the Sellers. If there are any changes to Servicer and paid by the Proceeds Allocation after Servicer, for the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each benefit of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds AllocationHolders of the Class P Certificates, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some such Prepayment Charge. At the time of substitution or all repurchase of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the Upfront Paymentrepurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, then: (i) prior simultaneously with such deposit, give written notice to the Purchaser that such issuance deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and upon request such other documents and agreements as are required by Purchaser, (A) Sellers the Pooling and Servicing Agreement. with the Mortgage Note endorsed as required therein. The Seller shall deliver to Purchaser remit for deposit in the Collection Account the Monthly Payment due on such representations and warranties as Purchaser shall reasonably request for purposes of exempting Qualified Substitute Mortgage Loan or Loans in the issuance month following the date of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the shares month of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall substitution will be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plusretained by the Seller. For the month of substitution, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice distributions to the Purchaser during will include the Put Option Period and (y) each Monthly Payment due on such Deleted Mortgage Loan in the month of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000substitution, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.the

Purchase Price. (a) The initial Subject to adjustment pursuant to Section 2.6, the aggregate purchase price (the "Purchase Price") for the Shares will Assets to be calculated as set forth in Section 1.6(b) below (acquired by the “Initial Purchase Price”). At Buyer from the Closing, Purchaser Seller hereunder shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to be the Initial Purchase Price minus sum of: (i) $38,700,00.00 (the Escrow Amounts"Cash Payment"), plus (ii) subordinated promissory notes of Holdco substantially in the Seller Funded Expenses and form of Exhibit A in an aggregate initial principal amount of $5,175,142.00 (collectively the "Note"), plus (iii) the Loan Amount (assumption by the “Upfront Payment”) to the third party account Buyer of the Notary in accordance with Assumed Liabilities, less (iv) the instructions in the Notary Instruction Letter. Prior to the transfer amount of the Seller Shares, Earnxxx Xxxosit. An amount of $1,000,000 shall be deducted from the Notary shall hold the Upfront Cash Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, and deposited into escrow pursuant to the allocation set forth on Schedule A attached hereto terms of an escrow agreement substantially in the form of Exhibit B (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”"Escrow Agreement"). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects The Cash Payment shall be paid to issue shares the Seller by the Buyer on the Closing Date by cashiers check or by wire transfer of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: immediately available funds to an account designated by Seller not less than three (i3) Business Days prior to such issuance and upon request Closing by Purchasernotice to the Buyer. In addition, (A) Sellers the Note shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided Seller by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange Holdco on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall will be determined as follows: allocated for all purposes (iincluding Tax and financial accounting purposes) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) among the Sellers’ Representative delivers a Milestone Completion Notice Buyer and Holdco in the manner shown in the allocation schedule attached hereto as Schedule 2.5(c) and agreed to by the Purchaser during parties hereto on or before the Put Option Period Closing Date, and (y) each among the Assets in a manner to be agreed upon in writing by the Buyer, Holdco and the Seller (consistent with Schedule 2.5(c)) (such written agreement the "Allocation Schedule") as soon as practicable following the preparation of the following milestones Statement of Working Capital (eachas defined below). Such allocations shall be consistent with Section 1060 of the Code. Each of the parties hereto will not take a position on any Tax Return, a “Base Milestone,” before any governmental agency charged with the collection of any Tax, or in any judicial proceeding, that is in any way inconsistent with the Allocation Schedule and collectivelywill cooperate with each other in timely filing consistent with such allocation on Forms 8594 with the IRS. For federal income tax purposes, the “Base Milestones”Seller shall be deemed to have (i) has been achieved by the Acquired Company on or prior sold to the date of Buyer an undivided interest in the Milestone Completion Notice: Assets transferred by it (Bwhich undivided portion will correspond to the Cash Payment and the Assumed Liabilities, as shown on the Allocation Schedules) and (C) The Acquired Company has successfully completed ***. and (ii) In sold to Holdco an undivided interest in the event Purchaser delivers a Purchase Election Notice Assets transferred by it (which undivided portion will correspond to the Sellers’ Representative during amount of the Call Option PeriodNote, shown on the Initial Purchase Price shall be $35,000,000Allocation Schedule), and in no event Holdco shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition contribute such undivided portion to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesBuyer immediately after such purchase.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will Purchased Assets shall be calculated as set forth in $7,300,000, subject to adjustment pursuant to Section 1.6(b) below 2.06 hereof (the “Initial Purchase Price”). At the Closing, Purchaser which shall be paid at Closing by wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined funds as follows: (ia) The Initial Purchase Price Buyer shall be $45,000,000 plus, if applicable, any pay to Lenders the amounts payable pursuant owed by Seller to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of them under the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date Debt as of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** Closing Date (the “PatentDebt Payoff Amount”); (Cb) Buyer shall pay to Seller $10,000,000, provided ***, except as provided in Section 5.11 hereof4,800,000 minus the Debt Payoff Amount (the “Closing Purchase Price”); and (Dc) Buyer shall deposit $5,000,0002,500,000 (the “Escrow Amount”) into escrow with the Escrow Agent, provided ****to be held for the purpose of securing Seller’s indemnification obligations set forth herein and Seller’s obligations in both the Transition Services Agreement and the Hosting Agreement. $2,000,000 of the Escrow Amount shall be released to Seller immediately after Seller vacates the Site by removing all of the miners that Seller hosts for its clients, except and the remaining $500,000 of the Escrow Amount shall be released to Seller fifteen (15) days after Seller vacates the Site. Seller’s vacation from the Site is the sole condition for the release of the Escrow Amount to Seller, and Seller shall not be required to perform any other obligations to receive the Escrow Amount. Notwithstanding anything herein to the contrary, prior to any release of the Escrow Amount to Seller, amounts due and not separately paid by Seller as provided of the date of the release in Section 5.11 hereofconnection with Seller’s indemnification obligations set forth herein and Seller’s obligations in both the Transition Services Agreement and Hosting Agreement shall be paid from the Escrow Amount in accordance with the terms of the Escrow Agreement.

Purchase Price. (a) 1. The initial Parties agree that the aggregate purchase price for the Shares will be calculated Assets is $60,000, payable as set forth in Section 1.6(b) below IV (the “Initial Purchase Price”). The Parties agree that the Purchase Price will be allocated among the Assets as follows subject to the required adjustments that are agreed upon by the Parties: Trademarks and trade names $ 1,000.00 Web Platform, Files, and Code 56,000.00 Branding and Marketing Collateral 1,000.00 Gxxx.xxx Domain Name 2,000.00 2. The Parties agree to co-operate in the filing of elections under the Internal Revenue Code and under any other applicable taxation legislation, in order to give the required or desired effect to the allocation of the Purchase Price. 3. At Closing and upon the ClosingPurchaser paying the first installment of the Purchase Price to the Seller, the Seller will deliver the Assets to the Purchaser. The Seller will deliver to the Purchaser shall transfer an amount possession of cash (in United States dollars the Assets, free and clear of immediately available funds)any liens, charges, rights of third parties, or common stockany other encumbrances, par value $0.001 per share, except those attached as a result of the Purchaser’s actions. 4. At Closing and upon the Purchaser (“Purchaser Common Stock”), equal paying the first installment of the Purchase Price to the Initial Purchase Price minus (i) the Escrow AmountsSeller, (ii) the Seller Funded Expenses will provide the Purchaser with duly executed forms and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to documents evidencing the transfer of the Assets, where required including, but not limited to, bills of sale, assignments, assurances, and consents. The Seller Shareswill also co-operate with the Purchaser as needed in order to effect the required registration, recording, and filing with public authorities of the Notary shall hold transfer of ownership of the Upfront Payment on behalf of Assets to the Purchaser. 5. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but Seller shall from time to time, at the request of Purchaser and without further cost or expense to Purchaser, execute and deliver such other instruments of conveyance and transfer and take such other actions as Purchaser may reasonably request, in any event within one (1) Business Day of order to more effectively consummate the Closing Date, the Notary shall pay transactions contemplated hereby and to Sellers the Upfront Payment, pursuant vest in Purchaser good and marketable title to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoAssets. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds)Buyer, or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount Citibank N.A. (the “Upfront PaymentEscrow Agent”) to the third party account of the Notary will enter into an escrow agreement substantially in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D A the “Escrow Agreement”) and Buyer shall deposit into a mutually agreeable escrow account a deposit of Twenty Million Dollars ($20,000,000), plus the amount of security deposits with respect to any Seller Lessee Real Property Leases as set forth on Schedule 1.7(a) (the “Closing Purchase Price”) in accordance with the Escrow Agreement. The Closing Purchase Price shall be released to Seller on January 1, 2021; provided, however, if this Agreement is terminated or the transactions contemplated herein are unwound in accordance with ARTICLE VIII, the Closing Purchase Price shall be refunded to Buyer as set forth therein. (b) No later than twenty (20) days following the expiration of the Open Enrollment Period, Seller shall deliver to Buyer the D-SNP Membership File that shows the number of D- SNP Enrollees enrolled in Seller’s or UHC’s D-SNP plan as of the first Business Day immediately following the expiration of the Open Enrollment Period. Seller shall provide any supporting documentation with respect thereto reasonably requested by Buyer. No later than twenty (20) days following the expiration of the Open Enrollment Period, Buyer shall deliver to Seller the CHFS Membership File that shows the number of Medicaid Enrollees enrolled in the Molina Plan’s health plans as of the first Business Day immediately following the expiration of the Open Enrollment Period together with its calculation of the Membership Purchase Price, which shall take into account any dispute that Buyer has with respect to the shares D-SNP Membership File delivered by Seller to Buyer. Seller shall have ten (10) days to review the CHFS Membership File and in the event Seller delivers a dispute notice to Buyer during such ten (10) day period with respect to the determination of Purchaser Common Stock issued the Membership Purchase Price, the applicable provisions of Section 1.7(c)(ii) and Section 1.7(c)(iii) shall apply mutatis mutandis. If Seller does not deliver a dispute notice during such ten (10) day period, then the Membership Purchase Price calculated by Buyer shall be deemed final, binding and conclusive. In the event the number of Medicaid Enrollees enrolled in the Molina Plan’s health plans and D-SNP Enrollees enrolled in Seller’s or UHC’s D-SNP plan as of the first Business Day immediately following the expiration of the Open Enrollment Period is equal to each Seller so electing. (c) The Initial or less than the Membership Threshold, then the Membership Purchase Price shall be determined as follows: zero. Subject to Section 1.7(c), within three (i3) The Initial Business Days following the final determination of the Membership Purchase Price, Buyer shall pay the Membership Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice Seller by wire transfer of immediately available funds to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(iaccount(s), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The Purchaser has audited the books and financial records of Seller through February 28, 1998, and, based on such audit, Purchaser has determined the amount of initial purchase price consideration to be paid to the Seller in payment and consideration for the Shares will be calculated as sale and transfer of the Assets by Seller to Purchaser. Upon the terms and subject to the conditions set forth herein, Purchaser shall assume and thereafter perform the Assumed Liabilities of Seller set forth in Section 1.6(b1.3(b) below (the “Initial Purchase Price”). At the Closing, hereof and Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers Seller as consideration (the Upfront Payment, pursuant to "Initial Consideration") the allocation amounts set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellersbelow. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers The Initial Consideration shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid as follows: (i) The Initial Purchase Price On the Closing Date the Seller shall receive $5,528,715.00 in cash, of which $1,200,000 shall be $45,000,000 plusdeposited into the Working Capital Account (the "Cash Portion"), if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) be paid by certified or bank cashier's check or by wire transfer of immediately available funds to an account designated by Seller and the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***.Working Capital Account; (ii) In On the event Closing Date, Purchaser delivers a Purchase Election Notice shall issue and deliver to Seller an unsecured, subordinated, convertible promissory note in the amount of $1,488,500 (the "Convertible Note"), substantially in the form attached hereto as Annex VI. The Convertible Note shall be interest free and shall be payable in full on the Maturity Date if not converted. During the term of the Convertible Note, the principal amount of the Convertible Note shall be convertible, at Seller's option, into common stock, par value $ .01 per share, of Purchaser (the "Common Stock"), which shares shall be valued at the time of conversion, if any, at the fair market value determined in accordance with Purchaser's common practices, or, if Purchaser has consummated an initial public offering ("IPO"), the price of Purchaser's Common Stock shares as traded on the public markets (the "Fair Market Value"). If Seller exercises its conversion rights hereunder, then Seller shall, prior to the Sellers’ Representative during issuance by Purchaser of any Common Stock pursuant to this subparagraph, return the Call Option Period, Convertible Note to Purchaser for cancellation and execute a Joinder Agreement substantially in the Initial Purchase Price shall be $35,000,000, form attached hereto as Annex IV binding it and in no event shall all its shares of Purchaser Stock to the Purchaser be obligated to pay Sellers any amounts in respect provisions of the Milestones.Stockholders' Agreements of Purchaser dated May 29, 1997, as amended form time to time (the "Stockholders' Agreement"). Upon conversion of the Convertible Note, Seller shall have waived any preemptive rights accorded to Stockholders (as such term is defined in the Stockholders' Agreement) under the Stockholders' Agreement; (iii) In addition On the Closing Date, Purchaser shall issue and deliver to Seller an unsecured, subordinated promissory note in the amounts specified aggregate principal amount of $1,488,500 (the "First Note") substantially in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein form attached hereto as the “Milestones.”Annex V. (Aiv) $5,000,000On the Closing Date, provided Purchaser shall assume the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except Assumed Liabilities as provided in Section 5.11 hereofdefined herein; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Purchase Price for the Shares will Properties shall be calculated One Hundred Ninety Seven Million Dollars ($197,000,000.00), which, subject to the terms and conditions hereinafter set forth, shall be paid as set forth in follows: The first sentence of Section 1.6(b9.1 of the Sale Agreement is hereby deleted and the following replaced therefor: The Escrow Closing shall occur at the offices of Xxxxxxx Procter & Xxxx LLP, Exchange Place, Boston, MA at 10:00 am on May 30, 1996 (or such other date, time and place as may be mutually agreed upon by Sellers and Purchaser) below (except as provided above, the “Initial Purchase Price”"Escrow Closing Date"). At the Closing; provided, however, that Sellers and Purchaser shall transfer an amount each have the right to one extension of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) date on which the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) Closing would occur without cost or penalty for a period of up to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days by notice to the other for the exclusive purpose of satisfying the conditions contained in Sections 10.1 and 10.2 below. In the event the Escrow Closing has not occurred on or before June 6, 1996 Purchaser shall extend the expiration of the Letter of Credit representing the Deposit to not sooner than ten (10) Business Days after the then anticipated date on which the Escrow Closing would occur. If the Letter of Credit has not been so extended on or before June 7, 1996, Sellers and Purchaser each hereby direct the Deposit Escrow Agent to draw upon the Letter of Credit and hold the proceeds thereof in escrow under the terms of the Deposit Escrow Agreement. Notwithstanding the terms and conditions of the Sale Agreement and this Amendment to the contrary, Sellers agree to work with Purchaser and to cause their certified public accountants, lawyers and tax advisors to work with Purchaser and Purchaser's certified public accountants, lawyers and tax advisors in an effort to increase the Purchase Price (to be finally determined on or before the Escrow Closing Date) by up to $4,000,000, with the amount of any such changesincrease to be deposited into escrow at Closing for Purchaser to make capital expenditures to the Properties; provided, however, that the failure to reach mutually acceptable agreement on such an increase in the Purchase Price shall not be a condition precedent to performance or default by either party under the Sale Agreement. Nothing contained in this paragraph is intended to change the net proceeds which would be payable to Sellers at Closing. Purchaser has conducted extensive investigations during the Study Period and shall deliver Sellers and Purchaser therefore each acknowledge and agree that all existing Material Concerns have been resolved by mutual agreement pursuant to Purchaser an updated Proceeds Allocation executed by each this amendment and no further Material Concerns may be raised under the Sale Agreement (except to the extent the holders of the Sellers Existing Indebtedness on Crossroads Center and/or Xxxxx Place require prepayment of principal (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocationexclusive of premiums thereon, Sellers shall be bound by the Proceeds Allocation if any) in amounts materially greater than those set forth on Schedule A attached hereto2(p.1)). (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The Purchase Price payable by the Purchaser to the Seller shall be that Purchase Price reflected as such on the Agreement of Sale and shall be payable as follows: 4.1 An initial deposit in the amount reflected in Clause 5 of the Agreement of Sale shall be payable without deduction or demand to the Conveyancers Trust account, details of which are, Xxxxxxx & Co. Trust Account, First National Bank Limited, Account Number: 50930072249, Branch Code: 00-000-000, Branch: Liberty Midlands Mall, Reference RJT/Hammarsdale & Purchaser’s name, within 7 (aSEVEN) The initial purchase price days of the last signature hereof and shall be held in Trust by them in an interest-bearing account for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price benefit of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) pending registration of transfer whereupon payment shall be made to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) 4.2 The Initial balance of Purchase Price shall be determined as follows: (i) The Initial Purchase Price paid by the Purchaser to the Seller upon Registration of Transfer and which funds shall be $45,000,000 plus, provided by the loan referred to in clause 5 (if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers which shall be secured by a Milestone Completion Notice guarantee issued in a form acceptable to the Purchaser during Seller or the Put Option Period and (y) each of Seller's conveyancer to be lodged with the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved conveyancer immediately on request by the Acquired Company on or prior to Conveyancer, provided that no request shall be made until such time as the date of Conveyancer is satisfied that lodgment in the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Deeds Office is becoming imminent. (ii) 4.3 In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall that the Purchaser does not require to register a mortgage bond and that provision for the registration of a bond has not been made in this agreement, then by way of a cash deposit or similar bankers guarantee as above, furnished within 14 (FOURTEEN) days of request therefor being made by the Conveyancers and which request shall not be obligated to pay Sellers any amounts in respect made until such time as the Conveyancers are reasonably satisfied that the lodgment of the Milestonestransfer in the Deeds Office of the transfer is becoming imminent. (iii) In addition 4.4 The Purchaser acknowledges that the Conveyancers are not able to invest the amounts specified in Section 1.6(c)(i), deposit nor any amount paid into trust with them on the Initial Purchase Price shall be increased by Purchaser’s behalf until such time as the following amounts if, in addition to Purchaser has complied with the Base Milestones, any requirements of the following milestones (each an “Additional Milestone,” Financial Intelligence Centre Act No. 38 of 2001 and collectively has signed the “Additional Milestones”) has been achieved by necessary Investment Mandate, both of which the Acquired Company prior Purchaser undertakes to delivery of do as soon as reasonably practical in the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestonescircumstances.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The aggregate purchase price for the Property (the “Purchase Price”) is Three Hundred Thirty Million Dollars ($330,000,000), subject to adjustment as provided herein. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid by Purchaser as follows: (i) The Initial Purchase Price On the first Business Day after the date on which this Agreement is signed and delivered to National Land Tenure Company, LLC (the “Escrow Agent”) by each party hereunder (the “Execution Date”), Purchaser shall be deliver to the Escrow Agent Sixteen Million Five Hundred Thousand Dollars ($45,000,000 plus, if applicable, 16,500,000) (together with any additional amounts payable paid by the Purchaser pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively8.1 hereof, the “Base MilestonesDeposit”) has been achieved in immediately available funds by the Acquired Company on or prior a wire transfer to an escrow account established pursuant to the date terms of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Article 13 hereof. (ii) The Deposit shall be held by Escrow Agent in a segregated, interest-bearing account with XX Xxxxxx Xxxxx or another commercial bank reasonably approved by Seller and Purchaser (Seller and Purchaser hereby pre-approve North Fork Bank). In the event Purchaser delivers a Purchase Election Notice that the Closing does not occur by the Closing Date, interest on the Deposit shall be paid to the Sellers’ Representative during party entitled to receive the Call Option PeriodDeposit in accordance with the terms of this Agreement. In the event that the Closing does occur, interest on the Initial Deposit shall be paid to Seller and credited against the Purchase Price payable by Purchaser. Any taxes due on such interest income shall be $35,000,000, the sole responsibility of (x) Purchaser if the Closing does occur and in no event shall (y) the party receiving the interest income if the closing does not occur. Purchaser be obligated will provide to pay Sellers Escrow Agent a Form W-9 for the reporting of any amounts in respect of the Milestonessuch interest income. (iii) In addition to At the amounts specified Closing, Purchaser shall deposit with Escrow Agent, by wire transfer of immediately available funds (made in Section 1.6(c)(iaccordance with the wiring instructions set forth on Exhibit 2.1(a)(iii) attached hereto), the Initial Balance of the Purchase Price shall be increased by Price. “Balance of the following amounts if, in addition Purchase Price” means the amount equal to the Base MilestonesPurchase Price, any of as adjusted for the following milestones (each an “Additional Milestone,” prorations and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000other costs, provided the Acquired Company has successfully completed the ***; (B) $5,000,000including sales tax, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided for in Section 5.11 hereof; and (D) $5,000,000this Agreement, provided ****, except as provided in Section 5.11 hereofminus the Deposit and any interest accrued thereon.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid by the Purchaser as follows: (ia) ONE HUNDRED THOUSAND AND NO/100ths DOLLARS ($100,000) in good funds, certified or cashier’s check, upon mutual execution of this Agreement, shall be deposited by Purchaser with Ticor Title Insurance Company (Attention: Sxxxxx Xxxxxxxxx) as escrow agent (“Escrow Agent”) as an initial deposit to be held in escrow by Escrow Agent pursuant to the provisions of Paragraph 3(d) (this amount hereinafter described as the “Initial Deposit”). The Escrow Agent shall comply with the terms of this Agreement, and the escrow provisions attached hereto as Exhibit B. (b) TWO HUNDRED THOUSAND AND NO/100ths DOLLARS ($200,000) in good funds, certified or cashier’s check, within three (3) business days following Purchaser’s written notification to Seller of its intention to proceed with the purchase of the Property in accordance with Paragraph 6(a) of this Agreement, shall be deposited by Purchaser with Escrow Agent as an additional deposit to be held in escrow by Escrow Agent pursuant to the provisions of Paragraph 3(d) hereof and as otherwise provided herein (this amount “Additional Deposit” together the Initial Deposit and any interest earned thereon hereinafter described as the “Deposit”). I Purchaser shall pay to the Escrow Account, as hereinafter defined, maintained by Escrow Agent pursuant hereto, on the Closing Date, immediately available funds in an amount equal to the Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) less the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Deposit. (iid) In The parties agree that the event Deposit made by the Purchaser delivers a Purchase Election Notice pursuant to the Sellers’ Representative during the Call Option PeriodParagraph 3(a) and 3(b) above, the Initial Purchase Price shall be $35,000,000held in escrow by Escrow Agent in an interest bearing account, and in no event shall the approved by Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “PatentEscrow Account”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereofand the interest earned thereon shall become part of the Deposit.

Purchase Price. Section 2.01. The purchase price ("Purchase Price") to be paid by Purchaser to Seller for the Premises is THIRTEEN MILLION FIVE HUNDRED THOUSAND and 00/100 ($13,500,000.00) DOLLARS payable as follows: (a) ONE HUNDRED THOUSAND and 00/100 ($100,000.00) DOLLARS upon execution and delivery of this contract, by check, subject to collection, to the order of the Title Company as Escrow Agent (hereinafter the Title Company is sometimes referred to as the "Escrow Agent"), who shall hold and shall disburse the proceeds of said check ("Initial Downpayment"), and interest earned thereon, in accordance with the provisions of Section 16.01 hereof; (b) TWO HUNDRED THOUSAND and 00/100 ($200,000.00) DOLLARS ("Additional Downpayment") upon expiration of the Due Diligence Period (as hereinafter defined in Section 3.02) by immediately available federal funds transferred to the trust account of Escrow Agent to be held in accordance with the provision of Section 16.01 hereof. The initial purchase price Initial Downpayment and the Additional Downpayment are sometimes hereinafter collectively referred to as the "Downpayment"; and (c) the balance of the Purchase Price, or THIRTEEN MILLION TWO HUNDRED THOUSAND and 00/100 ($13,200,000.00) DOLLARS, at the Closing by immediately available federal funds transferred to the Escrow Agent for disbursement to Seller in accordance with Seller's wire instructions in the Shares will be calculated event Seller has vacated the Premises on or before the Closing. In the event Seller elects not to vacate the Premises on or before the Closing as set forth in Section 1.6(b3.01(b) below (hereof, the “Initial balance of the Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal Price to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party trust account of the Notary Escrow Agent at Closing to be held in accordance with the instructions in provision of Section 16.01 hereof until the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon Post-Closing Surrender Date (as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”hereinafter defined). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (bd) If Seller has received from Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront PaymentFIFTY and 00/100 ($50.00) DOLLARS, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash which Seller and Purchaser Common Stock, each Seller shall receive the same proportion have negotiated and agreed upon as consideration for Seller's execution and delivery of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, this contract. Such amount is in addition to the Base Milestones, and independent of any of the following milestones (each an “Additional Milestone,” other consideration or payment provided for in this contract and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together will not be referred to herein as the “Milestonesrefunded in any event.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price aggregate consideration for the Shares Purchased Assets shall be an amount in cash and Buyer Common Stock equal to the Purchase Price plus the assumption by Buyer of the Assumed Obligations with respect to such Purchased Assets, which aggregate consideration Seller and Buyer independently have determined to be the fair value of the Purchased Assets. The Purchase Price will be calculated as set forth payable forty-one and two-tenths percent (41.2%) in Section 1.6(b) below cash (the “Initial Purchase Cash Consideration”) and fifty-eight and eight-tenths percent (58.8%) in Buyer Common Stock (the “Stock Consideration”), valued at the Buyer IPO Per-Share Price”. For these purposes, the number of shares of Buyer Common Stock to be issued to Seller at Closing shall be based on the anticipated Buyer IPO Per-Share Price, as determined by the lead underwriters in the Buyer IPO and communicated to the Parties prior to Closing. In the event that the actual Buyer IPO Per-Share Price is less than or greater than the anticipated Buyer IPO Per-Share Price used for purposes of determining the number of shares of Buyer Common Stock issued at Closing, immediately prior to Buyer’s election to be treated as a business development company under the 1940 Act and the pricing of the Buyer IPO, Buyer shall issue to, or redeem from, Seller such number of shares of Buyer Common Stock as is necessary to reflect the number of shares to which Seller is entitled based on the actual Buyer IPO Per-Share Price (and Seller expressly consents to Buyer instructing its transfer agent to so reflect the redemption and cancellation of such shares of Buyer Common Stock in connection therewith). At the Closing, Purchaser the Cash Consideration shall transfer an amount be deemed to have been paid to and received by, and shall be the property of, Seller upon delivery of cash (the Cash Consideration into the Cash Escrow Account. The Stock Consideration will be issued to Seller in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial book entry form. The Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary shall be further adjusted in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoSection 3.2. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of In the Upfront Paymentevent that, then: (i) prior to such issuance between the Cut-off Time and upon request by Purchaserthe Closing, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D receives a principal payment with respect to a Purchased Loan that is not already reflected in the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial applicable Loan Purchase Price shall be determined as follows: (i) The Initial set forth in the then-current Loan Schedule, Seller shall, no later than the Closing, prepare and deliver to Buyer an updated Loan Schedule reflecting the updated Loan Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) for each Purchased Loan as of the following milestones (eachClosing, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved as contemplated by the Acquired Company on or prior to the date first sentence of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Section 3.2. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for From the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount date of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within this Agreement until five (5) Business Days prior to the Closing, Purchaser shall have the right (but not the obligation) to acquire any or all of certain additional assets of Seller identified on Schedule 2.04(a) at such price(s) set forth therein under the column “Book Value” upon written notice to Seller (the aggregative purchase price for any such changesassets acquired by Purchaser, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationPurchased Technology Purchase Price”). Unless and until Purchaser receives a Revised Proceeds AllocationUpon delivery of such notice to Seller, Sellers any such asset shall be bound by deemed a Purchased Asset and subject to the Proceeds Allocation terms hereunder (including, for clarity, Section 5.01). If any time from the date of this Agreement until five (5) Business Days prior to the Closing, Seller desires to sell, transfer or otherwise dispose of any of the assets set forth on Schedule A attached hereto2.04(a), Seller shall provide prior written notice to Purchaser at least ten (10) days prior to entering into discussions with a third party or entering into any Contract in connection therewith, and Purchaser shall have the right, within such ten (10) day period and upon written notice to Seller, to acquire any such asset for the price of such asset set forth on Schedule 2.04(a) under the column “Book Value”. (b) If Schedule 2.04(b) sets forth, for illustrative purposes only, a calculation of the Tangible Net Book Value as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset and liability line items included in the calculation of the Tangible Net Book Value, prepared in accordance with the Accounting Principles. (c) At least five (5) Business Days before the Closing, Seller shall prepare and deliver to Purchaser elects a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of the Purchase Price, which statement will be prepared consistent with the Sample Closing Statement with respect to issue shares the calculation of Tangible Net Book Value (such estimated amount, the “Estimated Purchase Price”). Seller shall prepare the Estimated Closing Statement in accordance with this Agreement and the Accounting Principles. (d) At the Closing, in consideration for the purchase of the Purchased Assets and consummation of the transactions contemplated by this Agreement, Purchaser shall pay the Estimated Purchase Price to Seller pursuant to Section 2.03(b)(i) subject to reconciliation in accordance with this Section 2.04. (e) Within sixty (60) days after the Closing, Purchaser shall prepare and deliver to Seller a statement (the “Initial Closing Statement”) setting forth Purchaser’s good faith calculation of the Purchase Price. Purchaser shall prepare the Initial Closing Statement in accordance with this Agreement and the Accounting Principles. (f) Seller will be entitled to review the Initial Closing Statement during the thirty (30) day period beginning on the date it receives the Initial Closing Statement. During such thirty (30) day period, Seller and its Representatives will have reasonable access, upon reasonable advance written notice, to the books and records of the Business, to work papers prepared by Purchaser or Purchaser’s Representatives to the extent they relate to the Initial Closing Statement, and to such historical financial information relating to the Initial Closing Statement as Seller may reasonably request, and will be entitled to meet with Representatives of Purchaser Common Stock on a mutually convenient basis in respect of some or all order to obtain and discuss such information; provided, however that such access does not materially interrupt the normal course of the Upfront PaymentBusiness. At or prior to the end of such thirty (30) day period, thenSeller shall either: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver a notice to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements confirming that no adjustments are proposed by Seller to Purchaser’s calculation of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock as set forth on the Qualified Stock Exchange on the Initial Closing Date;Statement (a “Notice of Acceptance”); or (ii) deliver a notice to Purchaser to the extent effect that Seller disagrees with Purchaser’s calculation of the Upfront Payment consists Purchase Price, as set forth on the Initial Closing Statement (a “Notice of cash Disagreement”), and Purchaser Common Stockspecifying in reasonable detail the nature of such disagreement (which shall only include disagreements based on mathematical errors, each inaccurate amounts or based on the Purchase Price not being calculated in accordance with this Agreement and the Accounting Principles) and the adjustments that, in Seller’s view, should be made to the calculation of Purchase Price in order to comply with this Agreement and the Accounting Principles (collectively, the “Proposed Adjustments”); • provided, however, that if Seller fails to deliver a Notice of Acceptance or a Notice of Disagreement within such thirty (30) day period, then the Initial Closing Statement and the calculation of the Purchase Price as set forth in the Initial Closing Statement shall receive be final and binding on the same proportion of cash Parties as the “Final Closing Statement” and Purchaser Common Stock as each other Seller; and“Final Purchase Price,” respectively. (iiig) at each Seller’s sole electionIf there are any Proposed Adjustments, Purchaser shall execute shall, no later than thirty (30) days after Purchaser’s receipt of the True-Up Agreement in substantially the form attached hereto as Exhibit D Notice of Disagreement, notify Seller whether Purchaser accepts or rejects each such Proposed Adjustment; provided, however, that if Purchaser fails to notify Seller of any disagreements with respect to the shares of Purchaser Common Stock issued to each Seller so electing. Proposed Adjustments within such thirty (c30) The Initial day period, then the Proposed Adjustments shall be deemed incorporated in the Final Closing Statement and the Final Purchase Price and each shall be determined final and binding upon parties. If Purchaser timely delivers notice of rejection of items in the Proposed Adjustment, thereafter, Seller and Purchaser shall work in good faith to resolve any differences that remain with respect to the Proposed Adjustments. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments,” and the aggregate difference between the Parties’ respective calculations of the Purchase Price resulting from the Unresolved Adjustments, the “Unresolved Balance”) within thirty (30) days after Purchaser’s notice to Seller of its rejection of any Proposed Adjustments (or such longer period as follows: Seller and Purchaser may mutually agree in writing), then, at the request of either Seller or Purchaser, the Unresolved Adjustments will be submitted to the Independent Accounting Firm or, if such firm is unable or unwilling to act, to a mutually agreed nationally recognized firm with no material relationships with Seller, Purchaser, or any of their respective Affiliates and with accounting expertise and relevant experiences in resolving similar Purchase Price adjustment disputes. Each Party shall submit to the Independent Accounting Firm its position with respect to the Unresolved Adjustments as set forth in the Initial Closing Statement, in the case of Purchaser, and the Notice of Disagreement, in the case of Seller, and shall make available to the Independent Accounting Firm the books and records of the Business, work papers prepared by Purchaser, Seller, or their respective Representatives to the extent they relate to the Initial Closing Statement or the Notice of Disagreement, as the case may be, and other historical financial information relating to the Initial Closing Statement, in each case as the Independent Accounting Firm may request. The scope of the review by the Independent Accounting Firm will be limited to: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each disposition of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date Unresolved Adjustments through application of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. Accounting Principles; (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect based on its determination of the Milestones. matters described in clause (i) and all items and amounts that were previously accepted or agreed upon or deemed agreed upon by the Parties in accordance with this Section 2.04, as applicable, a calculation of the Purchase Price; and (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any an allocation of the following milestones (each an “Additional Milestone,” fees and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery expenses of the Milestone Completion Notice. The Base Milestones and Independent Accounting Firm determined in accordance with the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided formula specified below in this Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.2.04

Purchase Price. (a) The initial aggregate purchase price (the "Purchase Price") for the Shares is $53,020,000 less (i) the amount of Third Party Indebtedness (as defined below) net of cash as provided in Section 1.4 and (ii) the amount set forth on Schedule 1.2(a) relating to the net present value of the balloon payments on the Company's operating leases and the cost of repairs for noise abatement to be agreed to by Buyer and Seller prior to Closing. The foregoing payments shall constitute the full Purchase Price for the Shares. In addition, Buyer, Sellers and the Company will act in concert to cause $2,300,000 of the Purchase Price (the "Initial Escrow Amount") to be calculated delivered to NationsBank, N.A., as escrow agent (the "Escrow Agent"). Buyer shall deliver to the Escrow Agent the amounts set forth in Section 1.6(b5.2(e) below (the “"Additional Escrow Amount" and together with the Initial Purchase Price”). At Escrow Amount, the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds"Escrow Amount"), or common stock, par value $0.001 per share, which will be held and disposed of Purchaser (“Purchaser Common Stock”), equal by the Escrow Agent pursuant to the Initial Purchase Price minus (i) Escrow Agreement, the form of which is attached hereto as Exhibit A. Any portion of the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) paid to the third party account of the Notary Buyer in accordance with the instructions Escrow Agreement and Section 8.1 hereof shall be deemed a reduction in the Notary Instruction LetterPurchase Price paid by the Buyer for the Shares. Prior Each Seller shall be entitled to the transfer receive such percentage of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon Purchase Price as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto 1.1 and shall have such percentage interest in the Escrow Amount as is set forth opposite such Seller's name on Exhibit B hereto; provided that Escrow Agent shall distribute such funds to Saugatuck, which shall have the right to apply such funds toward the payment of or reimbursement for any costs and expenses incurred by it in connection with the transactions contemplated hereby (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Dateincluding without limitation, the Sellers’ Representative shall notify Purchaser within five (5) Business Days reasonable fees and expenses of any such changescounsel), and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued before distributing to each Seller so electingits percentage interest. For the purposes of this Agreement, "Third Party Indebtedness" means the indebtedness listed on Schedule 1.4. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will Membership Interests shall be calculated as set forth in Section 1.6(bTen Million Dollars ($10,000,000.00) below (the “Initial Purchase Price”). At ) plus the ClosingACP Renewal Earnout defined in Section 1.3(e) below (collectively, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectivelyACP Renewal Earnout is actually earned, the “Base MilestonesPurchase Price”) has ), provided, that, the parties agree that the entire Purchase Price, subject only to the ACP Renewal Condition, will be deemed earned as of the Initial Closing subject to the occurrence of a Refundable Termination Event in accordance with the terms and conditions below, and at the Final Closing, the 51% Interest will be deemed and construed to have been achieved purchased by Buyer or redeemed by the Acquired Company on or prior in consideration of the representations, warranties, covenants, and agreements of Buyer herein, the Company in any executory agreement in effect following the Initial Closing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged (including, without limitation, Buyer’s consent to the date release of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall upon the Initial Closing). Upon Buyer’s demand following a Refundable Termination Event, the entire Purchase Price, to the extent funded by Buyer, will be $35,000,000immediately refunded to Buyer, and in the foregoing obligation will accrue interest at the per annum rate of eighteen percent (18%) compounding monthly, commencing five (5) business days following Buyer’s demand, provided, further, that upon full return of such amounts, Buyer shall assign the 49% Interest back to Seller or otherwise void the original assignment thereof. The Purchase Price assumes that the Company has no event shall liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (collectively, “Liabilities”) that are not paid from and offset against the Purchaser be obligated to pay Sellers any amounts in respect Purchase Price or unpaid taxes as of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), date of each the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones Closing and the Additional Milestones shall together be referred to herein Final Closing other than those Liabilities set forth on Exhibit A attached hereto and other Liabilities and obligations incurred in the ordinary course of business such as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** trade payables and payroll (the “PatentClosing Liabilities”); , and those Liabilities expressly permitted under the Master Distribution Agreement (C) $10,000,000which Liabilities shall continue to be Excluded Liabilities). In furtherance of the foregoing sentence, provided ***all amounts owing from the Company to Seller or affiliates of either Seller or the Company will be paid in full, except as provided in Section 5.11 hereof; and (D) $5,000,000waived, provided ****or eliminated prior to or simultaneously with the Initial Closing, except as provided in Section 5.11 hereofincluding the Secured Debt. For the avoidance of doubt, Closing Liabilities includes all Closing Indebtedness and Transaction Expenses.

Purchase Price. As consideration for the sale and transfer of the Purchased Property, the Buyer shall pay on the Closing Date an amount equal to $70,000,000 (the "INITIAL PURCHASE PRICE"), payable as follows: (a) The initial purchase price for Buyer will pay to the Shares will be calculated as set forth in Sellers, collectively, an amount equal to $50,000,000, subject to the proration provisions of Section 1.6(b) below 3.4 (the “Initial Purchase Price”"CLOSING CASH INSTALLMENT") in cash by wire transfer to the "Broad and Xxxxxx Trust Account" in accordance with wire transfer instructions to be furnished in writing by the Executive Shareholders (which shall be provided to the Buyer not less than three Business Days before the Closing Date). At , for further credit to each Seller in accordance with such Seller's Applicable Percentage. (b) The Buyer will pay to the Closing, Purchaser shall escrow agent designated in the Escrow Agreement (the "ESCROW AGENT") in cash by wire transfer an amount of cash (in United States dollars of immediately available fundsfunds $20,000,000 (the "ESCROW DEPOSIT," which together with the interest or other proceeds from the investment thereof and the amount of the Year 1 Earn-Out, Year 2 Earn-Out and Year 3 Earn-Out, if any, deposited pursuant to Section 3.3 and not yet released from escrow, but less such amounts, if any, previously distributed to the Buyer or to any of the Sellers pursuant to Section 3.3, is collectively referred to as the "ESCROW FUNDS"), or common stock, par value $0.001 per share, . The Escrow Funds shall be held in escrow by the Escrow Agent pursuant to the terms and conditions of Purchaser (“Purchaser Common Stock”), equal the Escrow Agreement in order to provide a fund for the payment to the Sellers of any upward adjustments to the Initial Purchase Price minus (i) and/or the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) payment to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days Buyer of any such changes, and shall deliver downward adjustments to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall to which such party or parties may be $35,000,000, and in no event shall the Purchaser be obligated entitled from time to pay Sellers any amounts in respect of the Milestones. (iii) In addition time pursuant to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.this Section

Purchase Price. (a) The initial purchase price consideration for the Shares will be calculated as set forth Assets, in Section 1.6(b) below addition to the assumption of the Assumed Liabilities (collectively, the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount be (i) $12,112,000 of cash (in United States dollars shares of immediately available funds), or Buyer’s common stock, par value $0.001 per share, valued (the “Market Value”) based on the average closing price of Purchaser such stock on NASDAQ for the 30 trading days immediately preceding the Closing Date (the “Purchaser Common Stock”); provided, equal however, that no fractional units of Common Stock shall be issued pursuant to the Initial Purchase Price minus (i) the Escrow Amountsthis Section 2.1, and (ii) an aggregate amount of $48,448,000 in U.S. dollars (collectively with the Common Stock, the “Closing Amount”), which shall be delivered as follows: (a) Buyer shall pay to the Seller Funded Expenses and (iii) upon execution of this Agreement, the Loan Amount sum of $1,000,000 (the “Upfront PaymentXxxxxxx Money Deposit”) ). The Xxxxxxx Money Deposit shall be paid into an escrow agent to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior be agreed upon at or prior to the transfer of the Closing by Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto and Buyer (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationEscrow Agent”). Unless Buyer agrees to diligently and until Purchaser receives a Revised Proceeds Allocationin good faith use its best efforts to obtain the approval of the Federal Deposit Insurance Corporation for the transactions contemplated by this Agreement as soon as reasonably possible. In the event that Buyer does not close after all conditions to Buyer’s obligation to close have been satisfied or waived, Sellers the Escrow Agent shall pay the Xxxxxxx Money Deposit plus any interest accrued thereon to Seller. Notwithstanding the previous sentence, if any of the Seller’s representations and warranties made under this Agreement are untrue or incorrect in any material respect, or Seller breaches in any material respect any covenant hereunder, or Seller fails to obtain any necessary consents to the transactions contemplated by this Agreement or Buyer terminates this Agreement pursuant to Section 8.1(b), or Seller fails to close (despite Buyer being ready, willing and able to close), the Escrow Agent will promptly return the entire Xxxxxxx Money Deposit plus any interest accrued thereon to Buyer. Upon the Closing of the transaction contemplated by this Agreement, the Xxxxxxx Money Deposit and accrued interest thereon shall be bound applied to the Closing Amount. All tax liability associated with interest accrued on the Xxxxxxx Money Deposit shall be paid by the Proceeds Allocation set forth on Schedule A attached heretoBuyer. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of At the Upfront Payment, then: Closing (i) prior to such issuance and upon request by Purchaser, Buyer will deliver (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting Seller, certificate(s) representing the issuance of such shares from the registration requirements of the Securities Act Common Stock and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary Seller, a registration rights agreement in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect C (the “Registration Rights Agreement”), and (ii) Seller will transmit (A) to Buyer, in immediately available funds, an amount equal to the shares sum of Purchaser the aggregate principal and accrued and unpaid interest amount of the Deposit Accounts less (y) the sum of the Closing Amount after application of the Xxxxxxx Money Deposit and accrued interest thereon and the Market Value of any fractional units of Common Stock issued otherwise payable to each Seller so electing. but for the proviso in Section 2.1(i) and (cz) The Initial Purchase Price shall $2,000,000 (the “Escrow Amount”) and (B) to the Escrow Agent, the Escrow Amount to be determined held as follows: (i) The Initial Purchase Price shall be $45,000,000 plussecurity for the indemnification obligations of Seller, if applicable, any amounts payable until released pursuant to Section 1.6(c)(iii7.5(b) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) 7.1. The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below each Receivable that we purchase (the “Initial Purchase Price”). At ) pursuant to the Closing, Purchaser terms hereof shall transfer an be the invoice amount of cash (in United States dollars of immediately available funds)the Receivable, or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus less (i) the Escrow Amounts, returns (whenever made); (ii) selling discounts, credits or deductions of any kind allowed, granted to or taken by the Seller Funded Expenses Customer at any time; and (iii) our commission provided for in Section 6 hereof. No discount, credit or allowance with respect to any Purchased Receivable shall be granted by you, and no return of any Inventory related thereto shall be accepted by you without our prior written consent. A discount, credit or allowance may be claimed only by the Loan Amount (the “Upfront Payment”) Customer. All amounts deemed collected by us on Purchased Receivables pursuant to Section 7.2 below shall be paid by us to the third party account Collection Account on the Purchase Date. 7.2. Where the cause of non-payment of a Credit Approved Receivable which has become more than 120 days past due is solely the Customer’s Financial Inability to Pay, then upon your submitting a confirmatory sale and assignment of the Notary Receivable that is reasonably satisfactory to us, including a representation by you (with such supporting documents as we may reasonably request) that the warranties made by you under Sections 5.3 and 5.4 hereof are true and correct, the Receivable, to the extent of the then effective Credit Approval in accordance with the instructions terms of this Agreement, shall be purchased by us immediately thereafter and shall be deemed collected if it is not otherwise subject to Charge back to you under and in accordance with the Notary Instruction Letter. Prior to the transfer terms of the Seller Sharesthis Agreement (such date, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing “Purchase Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers We shall be bound by deposit the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock Purchase Price into the Collection Account in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock immediately available funds on the Qualified Stock Exchange on the Closing related Purchase Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) . In the event Purchaser delivers you may subsequently be required to disgorge any payment of a Purchase Election Notice Price for a Purchased Receivable from us for any reason, including, such payment being deemed a preferential transfer, then such Receivable shall thereafter no longer be a Purchased Receivable unless and until such amount is returned or repaid to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and you by us or our representatives in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesfull. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will Assets shall be calculated as set forth in Section 1.6(b) below $ 285,000 (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds"PURCHASE PRICE"), or common stockplus applicable VAT, payable in cash and unregistered ordinary shares of the Purchaser, par value $0.001 NIS 0.13 per share, of Purchaser share (“Purchaser Common Stock”the "ORDINARY SHARES"), equal valued as specified herein, as follows: a) An amount in cash of US$185,000 less the amount of US$50,000 extended by the Purchaser to the Initial Purchase Price minus (iSeller pursuant to that certain Debenture dated as of November 22, 2009 attached hereto as Schedule 1.06(a) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”"DOWN PAYMENT"; the amount in cash including the Down Payment is referred to herein as the "CASH PAYMENT"). b) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of On the Closing Date, the Notary Purchaser shall pay to Sellers the Upfront Payment, pursuant deliver to the allocation set forth on Schedule A attached hereto Seller irrevocable instructions to the Purchaser's transfer agent, instructing such transfer agent to issue to the Seller Ordinary Shares of the Purchaser having an aggregate value of $100,000, as calculated below (the “Proceeds Allocation”"CLOSING SHARES PAYMENT"), of which a certificate representing the Ordinary Shares constituting the Escrow Shares (as defined below) and shall be instructed to be delivered to the bank accounts or brokerage accounts so indicated by Escrow Agent, on behalf of the SellersSeller, as provided herein. If there are any changes to The Ordinary Shares constituting the Proceeds Allocation after Closing Shares Payment shall be valued at the Effective Date, average closing price of the Sellers’ Representative shall notify Purchaser within Purchaser's Ordinary Shares on the Nasdaq Capital Market during the five (5) Business Days of any such changes, ending on (and shall deliver including) the Business Day prior to Purchaser an updated Proceeds Allocation executed by each of the Sellers date hereof (a “Revised Proceeds Allocation”the "ORDINARY SHARES PRICE"). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial "ESCROW SHARES" to be placed in escrow shall be 30% of the Ordinary Shares constituting the Closing Shares Payment which Purchaser, at the Closing, shall, pursuant to the Indemnification Escrow Agreement, deliver to the escrow agent named therein (the "ESCROW AGENT"). d) Payment of the Purchase Price shall be determined as follows: (i) The Initial Purchase Price subject to applicable Israeli tax withholding requirements, unless Seller provides Purchaser a copy of a valid approval of the Israeli Tax Authority establishing an exemption from such tax withholding obligations, to the reasonable satisfaction of Purchaser. To the extent that amounts are withheld from any payment, such amounts shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice treated for all purposes of this Agreement as having been paid to the Seller. The Purchaser during hereby represents that with respect to all payments made to the Put Option Period Seller at the Closing, Seller has provided the Purchaser with a copy of a valid and (y) each proper approval of the following milestones (eachIsraeli Tax Authority establishing an exemption from such tax withholding obligations. e) Except as specifically set forth in Section 1.03 above, a “Base Milestone,” Seller shall be responsible for any documentary and collectivelytransfer taxes and any sales, the “Base Milestones”) has been achieved use or other taxes that are customarily imposed on sellers, and which are imposed on Seller by the Acquired Company on or prior to the date reason of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect transfers of the MilestonesAssets provided hereunder and any deficiency, interest or penalty asserted with respect thereto, as may be required by law. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated Purchased Assets is: (a) $4,750,000.00, payable in a single lump sum upon execution of this Agreement; plus (b) The extended cost of the raw material, operating, packing supply and finished goods inventories included in the Purchased Assets which are identified on Schedule 1 at Seller's book value as set forth on Schedule 1; plus (c) $0.10 per pound of nylon sold by Purchaser during the 36 month period immediately following the Effective Date, including sales of nylon manufactured on the manufacturing lines included in Section 1.6(b) below (the “Initial Purchase Price”)Purchased Assets and on any other lines owned or used by Purchaser; provided, that no payment shall be due with respect to any sales that are not fully paid for by Purchaser's customer within 90 days after invoicing and further provided that any such payment made with respect to product that later becomes the subject of a valid warranty claim shall be refunded by Seller to Purchaser upon written demand. At the ClosingPayment of such amount shall be made quarterly in arrears. For each calendar quarter, Purchaser shall transfer an amount will deliver to Seller a report showing the pounds of cash nylon shipped by Purchaser to its customers (in United States dollars of immediately available funds"Applicable Shipments"), or common stockthe payments with respect to Applicable Shipments, par value $0.001 per shareand the calculation of the payment due Seller. Seller shall have the right to audit such report and Purchaser's supporting records upon reasonable written demand to Purchaser. Seller hereby acknowledges receipt of the cash payment described in Sections 2(a) and 2(b) and the sufficiency of the purchase price described above. For tax purposes, of Seller and Purchaser (“Purchaser Common Stock”), equal shall each allocate the purchase price to the Initial Purchase Price minus Purchased Assets as set forth on Schedule 1 and in accordance with Internal Revenue Code Section 1060 and the Treasury Regulations promulgated thereunder. Purchaser and Seller shall take all actions and file all tax returns (including, but not limited to IRS Form 8594) consistent with such allocation unless required to do otherwise by law, in which event the filing party shall provide advance written notice to the other party detailing (i) the Escrow Amounts, reasons surrounding such inconsistent position and (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock position to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided taken by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingsuch filing party. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. In consideration of the sale, transfer, assignment, conveyance and delivery by Seller and the Subsidiaries of the Purchased Assets to Buyer, and in addition to assuming the Assumed Liabilities, and the other transactions contemplated hereby, Buyer shall pay to Seller an aggregate amount equal to Thirty Million U.S. Dollars (US $30,000,000) (the “Purchase Price”), as follows: (a) On the Closing Date, Buyer shall pay to Seller Sixteen Million U.S. Dollars (US $16,000,000) in cash by wire transfer of immediately available funds to an account in the United States designated by Seller’s written instructions to Buyer at least two (2) Business Days prior to the Closing Date. (b) Subject to the Taiwan Approvals (as hereinafter defined) and the terms of the escrow described below, promptly following the Closing Date, Buyer shall use commercially reasonable best efforts to deliver to Seller registered shares of Buyer’s publicly traded Common Stock (“Shares”) worth US $14,000,000 as provided below. On the Closing Date, Buyer shall deposit Fourteen Million U.S. Dollars (US $14,000,000) (the “Escrow Amount”) into an interest-bearing escrow account established by the parties at Citibank or such other escrow agent mutually agreed by the parties (the “Escrow Agent”). The initial purchase price Escrow Amount shall be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement in order to (i) compensate Buyer for any Losses (as hereinafter defined) incurred in connection with the Agreement and the transactions contemplated hereby, and (ii) serve as a guaranty for Buyer’s obligation to issue Shares to Seller. The issuance of Shares by Buyer is contingent upon, among other things, the receipt by Buyer of the appropriate Taiwanese Governmental Body approval relating to the Shares will be calculated as set forth (the “Taiwan Approvals”). (c) If Seller obtains the Taiwan Approvals on or before the date that is nine (9) months from the Closing Date, then Seller and Buyer shall immediately notify Escrow Agent in Section 1.6(baccordance with the terms of the Escrow Agreement to release Seven Million U.S. Dollars (US $7,000,000) below of the Escrow Amount (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Stock Payment”) to Buyer on the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within date that is five (5) Business Days from the date of receipt of notice by the Escrow Agent (the “Initial Share Delivery Date”). Upon receipt of the Initial Stock Payment, Buyer shall then issue and deliver to Seller on the Initial Share Delivery Date such number of Shares that equals the Initial Stock Payment converted into New Taiwan Dollars (“NT$”) based on the Conversion Rate (as hereinafter defined) divided by the Buyer Common Stock Market Price as of the Initial Share Delivery Date. Five (5) Business Days after the date that is nine (9) months from the Closing Date (the “Final Share Delivery Date”), Escrow Agent shall release to Buyer an amount equal to Seven Million U.S. Dollars (US $7,000,000) plus any such changesaccrued interest, minus any amounts paid for any Losses incurred in connection with the Agreement, and minus any amounts for which a claim for Losses was made by Buyer under this Agreement and such claim is pending (the “Final Stock Payment”). Upon receipt of the Final Stock Payment, Buyer shall then issue and deliver to Purchaser an updated Proceeds Allocation executed Seller on the Final Share Delivery Date such number of Shares that equals the Final Stock Payment converted into NT$ based on the Conversion Rate divided by the Buyer Common Stock Market Price as of the Final Share Delivery Date (each of the Sellers (Initial Share Delivery Date and the Final Share Delivery Date, a “Revised Proceeds AllocationDelivery Date”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (bd) If Purchaser elects Seller fails to issue shares of Purchaser Common Stock obtain the Taiwan Approval on or before the date that is nine (9) months from the Closing Date, then Seller and Buyer shall immediately notify Escrow Agent in respect of some or all accordance with the terms of the Upfront PaymentEscrow Agreement to release to Seller the Escrow Amount plus interest accrued thereon, then:minus any amount paid to Buyer for any Losses incurred in connection with the Agreement and the transactions contemplated hereby and minus any amount for which a claim for Losses was made by Buyer under this Agreement and such claim is still pending. (e) As used in this Section 2.3, (i) “Buyer Common Stock Market Price” shall mean the price per share of the Common Stock determined by reference to the average last reported sale price on the Taiwan Stock Exchange (“TSE”) for the Common Stock for the ten (10) trading days ending two (2) Business Days prior to such issuance the relevant Delivery Date, and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) “Conversion Rate” shall mean the exchange rate of US $1.00 to NT$ on the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and date two (iii2) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or Business Days prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except relevant Delivery Date as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereofby Citibank.

Purchase Price. As consideration for the sale and transfer of the Purchased Property, the Buyer shall pay on the Closing Date an amount equal to $70,000,000 (the "Initial Purchase Price"), payable as follows: (a) The initial purchase price for Buyer will pay to the Shares will be calculated as set forth in Sellers, collectively, an amount equal to $50,000,000, subject to the proration provisions of Section 1.6(b) below 3.4 (the “Initial Purchase Price”"Closing Cash Installment") in cash by wire transfer to the "Broad and Xxxxxx Trust Account" in accordance with wire transfer instructions to be furnished in writing by the Executive Shareholders (which shall be provided to the Buyer not less than three Business Days before the Closing Date). At , for further credit to each Seller in accordance with such Seller's Applicable Percentage. (b) The Buyer will pay to the Closing, Purchaser shall escrow agent designated in the Escrow Agreement (the "Escrow Agent") in cash by wire transfer an amount of cash (in United States dollars of immediately available fundsfunds $20,000,000 (the "Escrow Deposit," which together with the interest or other proceeds from the investment thereof and the amount of the Year 1 Earn-Out, Year 2 Earn-Out and Year 3 Earn-Out, if any, deposited pursuant to Section 3.3 and not yet released from escrow, but less such amounts, if any, previously distributed to the Buyer or to any of the Sellers pursuant to Section 3.3, is collectively referred to as the "Escrow Funds"), or common stock, par value $0.001 per share, . The Escrow Funds shall be held in escrow by the Escrow Agent pursuant to the terms and conditions of Purchaser (“Purchaser Common Stock”), equal the Escrow Agreement in order to provide a fund for the payment to the Sellers of any upward adjustments to the Initial Purchase Price minus (i) and/or the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) payment to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days Buyer of any such changes, and shall deliver downward adjustments to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall to which such party or parties may be $35,000,000, entitled from time to time pursuant to this Section 3. At such times as payments to be made from the Escrow Funds are due and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition payable pursuant to the amounts specified in terms and conditions of this Section 1.6(c)(i)3, the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones Buyer and the Additional Milestones shall together be referred Sellers agree to herein as give the “MilestonesEscrow Agent prompt notice to make the applicable disbursements from the Escrow Funds.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for Seller and Purchaser agree that the Shares Purchase Price will be calculated as set forth in Section 1.6(ballocated between that portion of the Property to be conveyed via the Deed ("Deed Allocation") below and that portion of the Property to be conveyed via the Quitclaim Deed (the “Initial Purchase Price”"Quitclaim Deed Allocation"). At Subject to the Closingapproval of Purchaser's Senior Financing Lender prior to the expiration of the Financing Approval Period, Seller and Purchaser agree that the amount of the Deed Allocation shall be equal to $6,975,000.00 and that the amount of the Quitclaim Deed Allocation shall be equal to $25,000.00. Purchaser shall transfer an amount seek to obtain Purchaser's Senior Financing Lender's approval of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal the aforementioned Deed Allocation and Quitclaim Deed Allocation prior to the Initial Purchase Price minus expiration of the Financing Approval Period. If Purchaser's Senior Financing Lender does not approve of the Deed Allocation of $6,975,000.00 and the Quitclaim Deed Allocation of $25,000.00, and the Deed Allocation and Quitclaim Deed Allocation proposed by Purchaser's Senior Financing Lender are not acceptable to Seller, then Seller may terminate this Contract by giving Purchaser written notice no later than 5:00 p.m. (Mountain Time) on or before the expiration of the Financing Approval Period, in which case: (i) this Contract shall terminate and be of no further force and effect, subject to and except for the Escrow AmountsSurvival Provisions, (ii) Purchaser shall provide all Third Party Reports and other documentation associated with the loan application to Seller Funded Expenses at no cost or expense to Seller, and (iii) Escrow Agent shall forthwith return the Loan Amount Deposit (less the “Upfront Payment”Non-Refundable Deposit Component of $20,000.00) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial As consideration for the sale, conveyance, assignment, transfer and delivery of the Property by Seller to Buyer, Buyer hereby agrees that the purchase price for the Shares will Property shall be calculated as set forth in Section 1.6(bequal to seven million, six hundred ninety nine thousand dollars ($7,699,000) below (the “Initial Purchase Price”). At The Purchase Price shall be allocated as to real estate and building and improvements as the parties shall agree to prior to the Closing. The parties hereto acknowledge that such allocation shall represent the fair market value of the Property and shall be binding upon the parties hereto for tax purposes. Upon Buyer’s execution of this Agreement, Purchaser Buyer shall transfer deposit the sum of $1,000 in xxxxxxx money (such deposit along with all earnings thereon being the “Deposit”) in an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount interest bearing escrow account with Madison County Abstract Company (the “Upfront PaymentEscrow Agent”) to the third party account as escrow agent. Except as provided in Section 4 and Section 12, Buyer may receive a refund of the Notary Deposit only if Buyer elects to terminate this Agreement because the condition set forth in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer Sections 21(a) has not been satisfied as of the Seller Shares, the Notary shall hold the Upfront Payment on behalf Closing Date and Buyer has not breached this Agreement as of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of or prior to the Closing Date, in which case the Notary Escrow Agent shall pay refund the Deposit to Sellers Buyer and all further rights and obligations of the Upfront Payment, parties under this Agreement shall terminate (other than Buyer’s obligation to indemnify Seller under Section 4). If Buyer fails to purchase the Property pursuant to the allocation terms of this Agreement on the Closing Date and Seller has not breached this Agreement, or if Seller elects to terminate or rescind this Agreement by reason of any condition precedent set forth on Schedule A attached hereto (the “Proceeds Allocation”in Section 22(a) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request not having been satisfied by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) Date and Seller has not breached this Agreement, then the Escrow Agent shall pay the entire Deposit to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each exclusive remedy and all further rights and obligations of the following milestones parties under this Agreement shall terminate (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior other than Buyer’s obligation to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***indemnify Seller under Section 4). (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. Seller has sold to the Purchasers pursuant to the Original Agreement the number of original shares of Common Stock (athe "Original Shares") set forth opposite each Purchaser's name on Annex I hereto, and Seller agrees to sell, and each Purchaser agrees to purchase from Seller, the number of additional newly issued shares of Common Stock ("Additional Common Shams") and the number of newly issued shares of Preferred Stock ("Preferred Shares") set forth opposite such Purchaser's name on Annex I here (together with the Original Shares, the "Purchased Shares") at the respective purchase prices set forth in such Annex I. The initial aggregate purchase price of Purchased Shares owned or being acquired by the Purchasers is $2,743,920, of which amount Purchasers have previously paid $2,400,000 for the Original Shares. At the closing of the Merger (as defined below), Seller will deliver to each Purchaser newly issued certificates for the Additional Common Shares and the Preferred Shares. The delivery of the certificates for the Additional Common Shares and the Preferred Shares shall be made against delivery of a check or checks payable to the order of Seller (or as directed by Seller), or a transfer of funds to the account of Seller (or as directed by Seller) by wire transfer, representing the aggregate purchase price for the Additional Common Shares will and the Preferred Shares, as payment in full of the purchase price of such shares. Such delivery or transfer shall be calculated conditioned upon the consummation of the transactions contemplated by the Merger Agreement dated as set forth in Section 1.6(bof June 23,1998 among Palestra Acquisition Corp. ("Palestra"), Chemical Leaman Corporation ("CLC") below and the shareholders of CLC, as amended on Xxxx 27, 1998 and August 25, 1998, providing for the merger of Palestra with and into CLC (the “Initial Purchase Price”"Merger"). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price to be paid on the Closing Date by the Purchaser to the Seller for the Shares will Servicer Appointment Right shall be calculated an amount (the "Purchase Price") equal to $489,000. In determining the Purchase Price (and the Purchase Price Percentages), the Purchaser has relied on the information regarding the Mortgage Loans delivered to the Purchaser by the Seller prior to the Closing Date, including the terms and assumptions set forth in the servicing proposal dated March 26, 2007 (a copy of which is attached hereto as Exhibit B) and the information set forth in the final Prospectus Supplement dated March 22, 2007 (collectively, the "Assumed Characteristics"). The Purchase Price shall be paid by wire transfer in immediately available funds according to wire transfer instructions provided by the Seller prior to the Closing Date. Provided that all of the conditions to closing set forth in Section 1.6(b2.03 are satisfied (or waived in writing by the party for whose benefit such conditions run), the Purchase Price will be deemed non-refundable on the Closing Date, subject to Section 2.02(b) below and (c). (b) Upon any repurchase of any Mortgage Loan pursuant to Section 2.3 of the “Initial Purchase Price”). At PSA, the ClosingSeller shall repay to the Purchaser, Purchaser shall transfer at the same time as the repurchase of such Mortgage Loan, an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial product of (x) the Purchase Price minus Percentage of such repurchased Mortgage Loan, (iy) the Escrow Amounts, (ii) Principal Balance of such repurchased loan as of the Seller Funded Expenses date of the repurchase and (iiiz) a fraction, the numerator of which is the remaining term to maturity of such Mortgage Loan Amount (if such Mortgage Loan is not an ARD Loan) or the “Upfront Payment”) remaining term to the third party account Anticipated Repayment Date of such Mortgage Loan (if such Mortgage Loan is an ARD Loan) as of the Notary in accordance with Cut-Off Date minus the instructions number of months between the Cut-Off Date and the Due Date falling in the Notary Instruction Letter. Prior Collection Period in which the repurchase takes place, and the denominator of which is the remaining term to maturity of such Mortgage Loan (if such Mortgage Loan is not an ARD Loan) or the remaining term to the Anticipated Repayment Date of such Mortgage Loan (if such Mortgage Loan is an ARD Loan) as of the Cut-Off Date; provided, however, that no such payment shall be required in respect of any Mortgage Loan for which the related Purchase Price Percentage is zero or negative. Any such repayment shall be effected by wire transfer of such funds as directed by the Seller SharesPurchaser. (c) To the extent that the Purchaser determines within ninety (90) days after the Closing Date that the actual characteristics of one or more Mortgage Loans differ from the Assumed Characteristics, the Notary Purchaser shall hold be entitled to recalculate (for purposes of this Section 2.02(c) only), on the Upfront Payment on behalf basis of Purchaser. After such actual characteristics, the transfer Purchase Price Percentages for each Mortgage Loan with respect to which any such difference exists, and it shall recalculate the amount of the Seller Shares, Purchase Price that would have been paid hereunder on the Notary shall hold the Upfront Payment on behalf basis of the Sellersrecalculated Purchase Price Percentages. As soon If the amount of the Purchase Price that would have been paid hereunder on the basis of the actual characteristics of the Mortgage Loans, as possible after recalculated by the ClosingPurchaser and reasonably agreed to by the Seller, but in any event within one is at least two and one-half percent (12.5%) Business Day less than the amount of the Purchase Price that was actually paid on the Closing Date, the Notary Seller shall pay to Sellers the Upfront Payment, pursuant repay to the allocation set forth on Schedule A attached hereto (Purchaser the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated amount by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less which the amount of the Purchase Price that was actually paid on the Closing Date exceeds the recalculated Purchase Price. In connection with any cash transferred to the Notary in respect recalculation of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) shall provide to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Noticedocumentation supporting such recalculation. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.Section