Common use of Standby Purchase Commitment Clause in Contracts

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of (i) such number of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”). (c) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offerings.

Standby Purchase Commitment. 2.1 Upon and subject to the terms and conditions of this Agreement, the Standby Purchasers hereby agree that if less than 1,552,044 Common Shares are subscribed for under the Rights Offering, they, or their respective permitted assignee(s) in accordance with Section 9.8, will subscribe for and purchase from Burcon and Burcon hereby agrees to issue and sell to the Standby Purchasers, or their respective permitted assignee(s), at the Subscription Price such number of Common Shares available to be purchased, but not otherwise subscribed for, under the Rights Offering so that 1,552,044 Common Shares will have been issued under the Rights Offering, being the maximum number of Common Shares that may be issued under the Rights Offering. To the extent necessary to fulfill the Standby Commitment and subject to Section 2.2, the Standby Purchasers or their permitted assignee(s) shall: (a) On first, if the date number of Common Shares subscribed for by all other Shareholders under the Rights Offering (the "Other Subscription") is less than the Standby Commitment, subscribe for such number of Common Shares which the Standby Purchasers are entitled to purchase pursuant to the terms and conditions of the filing Basic Subscription Privilege attached to any Rights held by the Standby Purchasers as are necessary to fulfill the Standby Commitment; (b) second, if the number of Common Shares to which the Standby Purchasers are entitled under subsection (a) above together with the Other Subscription is less than the Standby Commitment, subscribe for such additional number of Common Shares under the Additional Subscription Privilege attached to any Rights held by the Standby Purchasers as are necessary to fulfill the Standby Commitment after taking into account any Common Shares subscribed for under subsection (a) above; and (c) third, if the number of Common Shares to which the Standby Purchasers are entitled under subsections (a) and (b) above together with the Other Subscription is less than the Standby Commitment, purchase such number of Common Shares which are potentially issuable by Burcon under the Rights Offering but not subscribed for by the Shareholders pursuant to the exercise of the Registration StatementBasic Subscription Privileges and the Additional Subscription Privileges and which are necessary to fulfill the Standby Commitment after taking into account any Common Shares subscribed for under subsections (a) and (b) above, provided always that the Standby Purchasers shall not be obligated to purchase Common Shares in an amount in excess of the Standby Commitment. 2.2 Under the Standby Commitment, the obligations of (i) the First Standby Purchaser will be as to 51.14% of the number of Common Shares which all Standby Purchasers are required to purchase pursuant to Section 2.1, up to a maximum of 793,715 Common Shares, being 51.14% of the Standby Commitment, (ii) the Second Standby Purchaser will be as to 26.86% of the number of Common Shares which all Standby Purchasers are required to purchase pursuant to Section 2.1, up to a maximum of 416,879 Common Shares, being 26.86% of the Standby Commitment, and (iii) the Third Standby Purchaser will be as to 22% of the number of Common Shares which all Standby Purchasers are required to purchase pursuant to Section 2.1, up to a maximum of 341,450 Common Shares, being 22% of the Standby Commitment. 2.3 If any of the Standby Purchasers is relieved from performance of its obligations under this Agreement pursuant to Section 3.5, the obligations of the remaining Standby Purchasers under this Agreement shall not be increased as if such relief had not occurred. 2.4 The obligation of each Standby Purchaser to complete the Closing (as defined below) shall be subject to the fulfilment, or the waiver by the applicable Standby Purchaser, of the following conditions, each of which is for the exclusive benefit of the applicable Standby Purchaser and may be waived by such Standby Purchaser at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it might have: (a) all documents to be delivered to the Standby Purchaser shall purchase from FLMHC hereunder at a price of up or prior to $2,000,000, the Closing will have been so delivered and FLMHC shall issue will be in form and substance satisfactory to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC.acting reasonably; (b) Subject the representations and warranties of Burcon contained herein shall be true and correct as of the Closing as if made as of such time after giving effect to the termstransaction contemplated herein and in the Rights Offering Circular and to the exercise of all or any part of the Rights; (c) Burcon shall have duly fulfilled and complied with all of its covenants contained herein to the extent that the same are required to be fulfilled or complied with at or prior to the Closing; (d) Burcon will have made and/or obtained all necessary filings, conditions approvals, orders, rulings and limitations consents of all relevant securities regulatory authorities in Canada and other governmental and regulatory bodies and any other person required in Canada in connection with the Rights Offering, the purchase of the Standby Commitment by the Standby Purchasers pursuant to this Agreement (including, without limitation, those relating to the listing of the Rights, the Common Shares issuable upon exercise of the Rights, the Warrant Shares (as defined below) and the Common Shares to be purchased by the Standby Purchasers hereunder, on the Toronto Stock Exchange (the "TSX") and the issuance of the Standby Warrants; (e) no material adverse change in the financial markets in Canada and no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, shall have occurred from the date of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of Closing; and (f) no (i) such number of Shares as order issued by any Canadian, United States or other governmental or regulatory authority or body and no statute, rule, regulation or executive order promulgated or enacted by the Canadian or United States government or any other governmental authority shall result be in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Rangeeffect which, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note)action, suit, or (B) such number of Sharesproceeding shall be pending before any court or quasi-judicial or administrative agency wherein an unfavourable judgment, that when added to order, decree, stipulation, injunction, or charge which, would (x) prevent consummation of any Shares for which subscriptions have been accepted in of the Subscription Offering, plus transactions contemplated by this Agreement or the Rights Offering or (y) cause any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range transactions contemplated by this Agreement or the Rights Offering to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”effect). 2.5 Burcon may, in its sole discretion, commence the Rights Offering at any time prior to April 30, 2015; provided that, if Burcon determines not to proceed with the Rights Offering for any reason, it shall be under no obligation to do so. 2.6 Each Standby Purchaser will be released from its obligation to complete the Closing if: (ca) Payment one or more of the purchase price for conditions precedent to the Purchased Shares shall be made Closing as set forth in Section 2.4 of this Agreement have not been satisfied or waived by the Standby Purchaser, on ; or (b) Burcon fails to comply with its obligation to complete the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the OfferingsClosing.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement 2.1 If and to the availability extent New Shares are not purchased by the Company’s other stockholders (the “Unsubscribed Shares”) pursuant to the exercise of Shares after purchases made in Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser, at the Subscription Price, all such Unsubscribed Shares, up to an aggregate limit of 1,000,000 Unsubscribed Shares for an aggregate Subscription Price of $412,500.00, and the greater Standby Purchaser shall have been deemed to exercise Rights to purchase such Unsubscribed Shares immediately prior to the expiration of (i) such number of Shares as shall result in the sale of Shares in Rights Offering; provided, that the Offering equal to Standby Purchaser and the Company hereby acknowledge and agree that the Company contemplates entering into one or more other Standby Purchase Agreements with certain other parties; provided, further, if the number of Unsubscribed Shares at is less than the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such aggregate number of Shares, that when added Unsubscribed Shares agreed to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the be purchased by all Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the CompanyPurchasers, the Unsubscribed Shares available for issuance to Standby Purchaser may purchase such additional Shares above Purchasers shall be allocated as nearly as possible on a pro rata basis among all Standby Purchasers based upon the maximum number of Unsubscribed Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares agreed to be purchased by each such Standby Purchaser, after giving effect to the Standby Purchaser are referred to herein as the “Purchased Shares”)limitations set forth herein. (c) 2.2 Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to Standby Purchaser, in United States dollars by means of federal funds checks or a wire transfer of immediately available funds to an account designated by the escrow account for the OfferingsCompany.

Standby Purchase Commitment. 1.1 The Standby Purchaser agrees that it will exercise in full the basic subscription privileges offered to it in connection with the Rights Offering and, to the extent that EGI-Transmedia Investors, L.L.C., a Delaware limited liability company, or its successors or distributees (a"TNI") On elects or elect not to exercise its or their basic subscription privileges in full, to purchase such additional number of Series A Preferred Shares that TNI or its successors or distributees would have been entitled to purchase if it or they had exercised its or their basic subscription privileges in full. Subject to the date of the filing of the Registration Statementterms and conditions set forth in this Agreement, the Standby Purchaser shall purchase from FLMHC at a price of up Company agrees to $2,000,000, issue and FLMHC shall issue sell to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community OfferingCompany, at the Subscription Price, the greater such number of Series A Preferred Shares not (i) such number of Shares as shall result in the sale of Shares in the Offering equal subscribed for by it or TNI (or its successors or distributees) pursuant to their basic subscription privileges or by it pursuant to the number of Shares at the Minimum of the Valuation Range, preceding sentence or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result subscribed for by other Stockholders of the exchange Company (the "Other Stockholders") in the Rights Offering, including pursuant to any oversubscription privilege, as may be necessary so that all of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Series A Preferred Shares offered for which subscriptions have been accepted sale in the Subscription Offering, plus (y) any Shares for which orders have been accepted Rights Offering will be sold in the Community Rights Offering from other than (the "Standby Shares"). 1.2 The purchase price of the Standby Shares sold pursuant to this Agreement to the Standby Purchaser shall be at the price and terms offered to the Other Stockholders pursuant to the Rights Offering; provided that the aggregate gross purchase price for all Series A Preferred Shares offered and sold to all Stockholders, including all Standby Shares offered and sold to the Standby Purchaser, shall equal the number of Shares at the Maximum not exceed $10 million. 1.3 In consideration of the Valuation Range Standby Purchaser's obligations under this Agreement and Lender's obligations under the Loan Agreement, the Company agrees to issue to the Standby Purchaser (or as the Standby Purchaser shall direct) a warrant (the "Warrant"), substantially in the Offering. With form of Exhibit A hereto, to purchase an aggregate of 1,000,000 shares (the consent "Warrant Shares") of the Company's common stock, $.02 par value per share (the "Common Stock"). The Warrant shall be issued and delivered to the Standby Purchaser may purchase such additional Shares above at the maximum number of Shares offered in Closing (as hereinafter defined), upon repayment to the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”). (c) Payment Company of the purchase price for cash fee (or at Lender's option, upon offset of the Purchased Shares shall be made by amount of said cash fee against obligations owing to Lender under the Standby Purchaser, on the Closing Date, against delivery of certificates Loan Agreement) previously paid to Lender or a book entry statement evidencing the Purchased Sharesportion thereof, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for extent required by, and otherwise in accordance with, Section 2.10 of the OfferingsLoan Agreement.

Standby Purchase Commitment. (ai) On the date of terms and subject to the filing of the Registration Statementconditions set forth in this Agreement, the Standby Purchaser shall Purchasers hereby irrevocably agree to purchase from FLMHC NewCo, and NewCo hereby agrees to issue and sell to the Standby Purchasers, at a price of up per share equal to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, an aggregate number of newly issued shares of NewCo Common Stock equal to that number of shares of NewCo Common Stock, if any, by which the greater aggregate number of shares of NewCo Common Stock that are issued to stockholders of WPC pursuant to the Merger Agreement on the exercise of Purchase Rights is less than the Purchase Rights Cap (i) such number of Shares as shall result shares of NewCo Common Stock determined in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Noteaccordance with this Section 1(a)(i), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Backstop Shares”). (cii) Payment NewCo hereby irrevocably grants to the Standby Purchasers an option (the “Top-Up Option”), exercisable at the election of the Standby Purchasers in the event that the aggregate number of Backstop Shares is less than 2,631,579 shares, to purchase from NewCo, and NewCo hereby agrees to issue and sell to the Standby Purchasers upon exercise of the Top-Up Option, a number of newly issued shares of NewCo Common Stock equal to 2,631,579 less the aggregate number of Backstop Shares (such number of shares of NewCo Common Stock determined in accordance with this Section 1(a)(ii), the “Top-Up Shares”), at a price per share equal to the Subscription Price. (b) (i) Within two Business Days following expiration of the Rights Option Period pursuant to the Merger Agreement, NewCo will provide FMA a written notice specifying (A) the number of Backstop Shares that the Standby Purchasers are required to purchase and (B) the number of Top-Up Shares available for the Purchased Shares shall be made purchase by the Standby PurchaserPurchasers, on each calculated in accordance with Section 1(a). (ii) In the Closing Dateevent that FMA disagrees with NewCo’s calculations delivered pursuant to Section 1(b)(i), against delivery FMA shall so notify NewCo within two Business Days following receipt of certificates or the notice required by Section 1(b)(i) and FMA and NewCo will work together in good faith to resolve any such disagreement. (iii) In the event that FMA accepts NewCo’s calculations, within two Business Days following receipt of the notice required by Section 1(b)(i), FMA will provide NewCo a book entry statement evidencing written notice specifying the Purchased number of Backstop Shares, in United States dollars and the number of Top-Up Shares (if any), that will be purchased by means each Standby Purchaser and the portion of a wire transfer the aggregate Subscription Price (the “Purchase Price”) payable by such Standby Purchaser. The parties hereto acknowledge that the allocation of immediately available funds Shares among the Standby Purchasers shall be determined by the Standby Purchasers and FMA and that NewCo shall have no liability with respect to the escrow account for the Offeringssuch determination.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community OfferingCompany, at the Subscription Price, the greater of (i) such number of Shares as shall result in the sale of Shares in the Offering equal up to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) set forth opposite such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal ’s name on the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Companysignature page hereto (together, the “Maximum Standby Purchaser Purchase Commitment”) as may purchase be determined pursuant to Sections 2(b) and 2(c) hereof (such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as being the “Purchased Shares”). (b) The number of Shares to be sold by the Company to the Standby Purchaser pursuant to this Agreement and to the Other Standby Purchasers pursuant to purchase agreements nearly identical to this Agreement (the “Other Purchase Agreements”) shall be 1,400,000 (the “Aggregate Maximum Standby Purchase Commitment”). (c) Subject to the terms of this Agreement, if the number of Unsubscribed Shares is: (i) equal to or greater than the Aggregate Maximum Standby Purchase Commitment, then the Standby Purchaser agrees to purchase from the Company a number of Shares equal to the Maximum Standby Purchase Commitment at the Subscription Price per Share, or (ii) greater than zero but less than the Aggregate Maximum Standby Purchase Commitment, then (A) each Xxxxxxx-Xxxxx Standby Purchaser agrees to purchase from the Company, at the Subscription Price per Share, a number of Unsubscribed Shares equal to (x) if the total of the Maximum Standby Purchase Commitments of the Xxxxxxx-Xxxxx Standby Purchasers is an amount greater than the Unsubscribed Shares, the product of (I) the proportion of the total of the Maximum Standby Purchase Commitments of the Xxxxxxx-Xxxxx Standby Purchasers represented by such Xxxxxxx-Xxxxx Standby Purchaser’s Maximum Standby Purchase Commitment, expressed as a fraction, multiplied by (II) the number of Unsubscribed Shares, or (y) in any other case under this clause (ii), the Xxxxxxx-Xxxxx Standby Purchaser’s Maximum Standby Purchase Commitment; following which purchase the number of Unsubscribed Shares shall be reduced by the number of Shares purchased by the Xxxxxxx-Xxxxx Standby Purchasers under this Section 2(c)(ii)(A); and (B) if, following the purchase of Shares by the Xxxxxxx-Xxxxx Standby Purchasers pursuant to Section 2(c)(ii)(A), the number of Unsubscribed Shares is greater than zero, then the Standby Purchaser agrees to purchase from the Company at the Subscription Price per Share a number of Shares equal to the product of (x) the number of Unsubscribed Shares and (y) the quotient obtained by dividing the (I) the Maximum Standby Purchase Commitment by (II) the difference between the Aggregate Maximum Standby Purchase Commitment and the Maximum Standby Purchase Commitment of the Xxxxxxx-Xxxxx Standby Purchasers. (d) Payment of the purchase price Subscription Price for the Purchased Shares shall be made by the Standby Purchasermade, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offeringsfunds.

Standby Purchase Commitment. (a) On the first date after the initial filing of a draft Registration Statement and the execution of the filing of Loan Agreement and the Registration StatementIntercreditor Agreement, the Standby Purchaser shall purchase from FLMHC at the Company the Exchangeable Note with a price maximum principal amount of up to $2,000,000750,000, and FLMHC the Company shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC the Company shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHCCompany. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC the Company by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHCthe Company. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription OfferingOfferings, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of (i) Price such number of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or (ii) at least after taking into account the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering and the Community Offering. In addition, plus (y) any the Standby Purchaser may purchase such additional Shares for which orders have been accepted as shall result in the Community Offering from other than the Standby Purchaser, shall Investor owning a number of Shares equal to the number of Shares at the Maximum of the Valuation Range minus the Shares for which subscriptions have been accepted in the Offering. With Subscription Offering and the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Community Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”). (c) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offerings.

Standby Purchase Commitment. 2.1 Upon and subject to the terms and conditions of this Agreement, the Standby Purchasers hereby agree that if less than 1,990,708 Common Shares are subscribed for under the Rights Offering, they, or their respective permitted assignee(s) in accordance with Section 9.8, will subscribe for and purchase from Burcon and Burcon hereby agrees to issue and sell to the Standby Purchasers, or their respective permitted assignee(s), at the Subscription Price such number of Common Shares available to be purchased, but not otherwise subscribed for, under the Rights Offering so that 1,990,708 Common Shares will have been issued under the Rights Offering, being the maximum number of Common Shares that may be issued under the Rights Offering. To the extent necessary to fulfill the Standby Commitment and subject to Section 2.2, the Standby Purchasers or their permitted assignee(s) shall: (a) On first, if the date number of Common Shares subscribed for by all Shareholders other than those subscribed by the Standby Purchasers and their permitted assignee(s) under the Rights Offering (the "Other Subscription") is less than the Standby Commitment, subscribe for such number of Common Shares which the Standby Purchasers or their respective affiliates or subsidiaries are entitled to purchase pursuant to the terms and conditions of the filing Basic Subscription Privilege attached to any Rights held by the Standby Purchasers or their respective affiliates or subsidiaries as are necessary to fulfill the Standby Commitment; (b) second, if the number of Common Shares to which the Standby Purchasers or their respective affiliates or subsidiaries are entitled under subsection (a) above together with the Other Subscription is less than the Standby Commitment, subscribe for such additional number of Common Shares under the Additional Subscription Privilege attached to any Rights held by the Standby Purchasers or their respective affiliates or subsidiaries as are necessary to fulfill the Standby Commitment after taking into account any Common Shares subscribed for under subsection (a) above; and (c) third, if the number of Common Shares to which the Standby Purchasers or their respective affiliates or subsidiaries are entitled under subsections (a) and (b) above together with the Other Subscription is less than the Standby Commitment, purchase such number of Common Shares which are potentially issuable by Burcon under the Rights Offering but not subscribed for by the Shareholders pursuant to the exercise of the Registration StatementBasic Subscription Privileges and the Additional Subscription Privileges and which are necessary to fulfill the Standby Commitment after taking into account any Common Shares subscribed for under subsections (a) and (b) above, provided always that the Standby Purchasers shall not be obligated to purchase Common Shares in an amount in excess of the Standby Commitment. 2.2 Under the Standby Commitment, the obligations of: (i) the First Standby Purchaser will be as to 51% of the number of Common Shares which all Standby Purchasers are required to purchase pursuant to Section 2.1, up to a maximum of 1,015,261 Common Shares, being 51% of the Standby Commitment, and (ii) the Second Standby Purchaser will be as to 49% of the number of Common Shares which all Standby Purchasers are required to purchase pursuant to Section 2.1, up to a maximum of 975,447 Common Shares, being 49% of the Standby Commitment. 2.3 If either of the Standby Purchasers is relieved from performance of its obligations under this Agreement pursuant to Section 3.5, the obligations of the other Standby Purchaser under this Agreement shall not be increased as if such relief had not occurred. 2.4 The obligation of each Standby Purchaser to complete the Closing (as defined below) shall be subject to the fulfilment, or the waiver by the applicable Standby Purchaser, of the following conditions, each of which is for the exclusive benefit of the applicable Standby Purchaser and may be waived by such Standby Purchaser at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it might have: (a) all documents to be delivered to the Standby Purchaser shall purchase from FLMHC hereunder at a price of up or prior to $2,000,000, the Closing will have been so delivered and FLMHC shall issue will be in form and substance satisfactory to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC.acting reasonably; (b) Subject the representations and warranties of Burcon contained herein shall be true and correct as of the Closing as if made as of such time after giving effect to the termstransaction contemplated herein and in the Rights Offering Notice and the Rights Offering Circular and to the exercise of all or any part of the Rights; (c) Burcon shall have duly fulfilled and complied with all of its covenants contained herein to the extent that the same are required to be fulfilled or complied with at or prior to the Closing; (d) Burcon will have made and/or obtained all necessary filings, conditions approvals, orders, rulings and limitations consents of the Toronto Stock Exchange (the "TSX") and all other governmental and regulatory bodies and any other person required in Canada in connection with the Rights Offering, the purchase of the Standby Commitment by the Standby Purchasers pursuant to this Agreement (including, without limitation, those relating to the listing of the Rights, the Common Shares issuable upon exercise of the Rights, the Warrant Shares (as defined below) and the Common Shares to be purchased by the Standby Purchasers hereunder, on the TSX and the issuance of the Standby Warrants; (e) no material adverse change in the financial markets in Canada and no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, shall have occurred from the date of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of Closing; and (f) no (i) such number of Shares as order issued by any Canadian, United States or other governmental or regulatory authority or body and no statute, rule, regulation or executive order promulgated or enacted by the Canadian or United States government or any other governmental authority shall result be in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Rangeeffect which, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note)action, suit, or (B) such number of Sharesproceeding shall be pending before any court or quasi-judicial or administrative agency wherein an unfavourable judgment, that when added to order, decree, stipulation, injunction, or charge which, would (x) prevent consummation of any Shares for which subscriptions have been accepted in of the Subscription Offering, plus transactions contemplated by this Agreement or the Rights Offering or (y) cause any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range transactions contemplated by this Agreement or the Rights Offering to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”effect). 2.5 Burcon may, in its sole discretion, commence the Rights Offering at any time prior to December 31, 2016; provided that, if Burcon determines not to proceed with the Rights Offering for any reason, it shall be under no obligation to do so. 2.6 Each Standby Purchaser will be released from its obligation to complete the Closing if: (ca) Payment one or more of the purchase price for conditions precedent to the Purchased Shares shall be made Closing as set forth in Section 2.4 of this Agreement have not been satisfied or waived by the Standby Purchaser, on ; or (b) Burcon fails to comply with its obligation to complete the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the OfferingsClosing.

Standby Purchase Commitment. (a) On 2.1 Upon and subject to the date terms and conditions of the filing of the Registration Statementthis Agreement, the Standby Purchaser shall hereby agrees that if less than 4,728,397 Common Shares are subscribed for under the Rights Offering, he, or his permitted assignee(s) in accordance with Section 9.8, will subscribe for and purchase from FLMHC at a price of up Burcon and Burcon hereby agrees to $2,000,000, issue and FLMHC shall issue sell to the Standby Purchaser, or his respective permitted assignee(s), at the Exchangeable NoteSubscription Price such number of Common Shares available to be purchased, but not otherwise subscribed for, under the Rights Offering so that 4,728,397 Common Shares will have been issued under the Rights Offering, being fifty percent (50%) of the Common Shares that may be issued under the Rights Offering. To the extent necessary to fulfill the Standby Commitment and FLMHC subject to Section 2.2, the Standby Purchaser or his permitted assignee(s) shall: (a) first, if the number of Common Shares subscribed for by all Shareholders other than those subscribed by the Standby Purchaser and his permitted assignee(s) under the Rights Offering (the "Other Subscription") is less than the Standby Commitment, subscribe for such number of Common Shares which the Standby Purchaser or his affiliates is entitled to purchase pursuant to the terms and conditions of the Basic Subscription Privilege attached to any Rights held by the Standby Purchaser or his affiliates as are necessary to fulfill the Standby Commitment; (b) second, if the number of Common Shares to which the Standby Purchaser or his affiliates are entitled under subsection (a) above together with the Other Subscription is less than the Standby Commitment, subscribe for such additional number of Common Shares under the Additional Subscription Privilege attached to any Rights held by the Standby Purchaser or his affiliates as are necessary to fulfill the Standby Commitment after taking into account any Common Shares subscribed for under subsection (a) above; and (c) third, if the number of Common Shares to which the Standby Purchaser or his affiliates are entitled under subsections (a) and (b) above together with the Other Subscription is less than the Standby Commitment, purchase such number of Common Shares which are potentially issuable by Burcon under the Rights Offering but not subscribed for by the Shareholders pursuant to the exercise of the Basic Subscription Privileges and the Additional Subscription Privileges and which are necessary to fulfill the Standby Commitment after taking into account any Common Shares subscribed for under subsections (a) and (b) above, provided always that the Standby Purchaser shall deliver not be obligated to purchase Common Shares in an amount in excess of the Standby Commitment. 2.2 Under the Standby Commitment, the obligations of the Standby Purchaser will be as to a maximum of 4,728,397 Common Shares. 2.3 The obligation of the Standby Purchaser to complete the Closing (as defined below) shall be subject to the fulfilment, or the waiver by the Standby Purchaser, of the following conditions, each of which is for the exclusive benefit of the Standby Purchaser and may be waived by the Standby Purchaser at any time, in whole or in part, in his sole discretion without prejudice to any other rights that he might have: (a) all documents to be delivered to the Standby Purchaser hereunder at or prior to the original Exchangeable Note executed by FLMHC. The Closing will have been so delivered and will be in form and substance satisfactory to the Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereofPurchaser, to an account designated by FLMHC.acting reasonably; (b) Subject the representations and warranties of Burcon contained herein shall be true and correct as of the Closing as if made as of such time after giving effect to the termstransaction contemplated herein and in the Rights Offering Notice and the Rights Offering Circular and to the exercise of all or any part of the Rights; (c) Burcon shall have duly fulfilled and complied with all of its covenants contained herein to the extent that the same are required to be fulfilled or complied with at or prior to the Closing; (d) Burcon will have made and/or obtained all necessary filings, conditions approvals, orders, rulings and limitations consents of the Toronto Stock Exchange (the "TSX") and all other governmental and regulatory bodies and any other person required in Canada in connection with the Rights Offering, the purchase of the Standby Commitment by the Standby Purchaser pursuant to this Agreement (including, without limitation, those relating to the listing of the Rights, the Common Shares issuable upon exercise of the Rights, the Warrant Shares (as defined below) and the Common Shares to be purchased by the Standby Purchaser hereunder, on the TSX and the issuance of the Standby Warrants; (e) Burcon will have made and/or obtained all necessary filings, approvals, orders, rulings and consents with the Nasdaq Stock Market and the Securities and Exchange Commission in connection with the Rights Offering, the purchase of the Standby Commitment by the Standby Purchaser pursuant to this Agreement (including, without limitation, those relating to the listing of the Common Shares issuable upon exercise of the Rights, the Warrant Shares (as defined below) and the Common Shares to be purchased by the Standby Purchaser hereunder, on the Nasdaq Stock Market) and the issuance of the Standby Warrants; (f) no material adverse change in the financial markets in Canada and no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, shall have occurred from the date of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of Closing; and (g) no (i) such number of Shares as order issued by any Canadian, United States or other governmental or regulatory authority or body and no statute, rule, regulation or executive order promulgated or enacted by the Canadian or United States government or any other governmental authority shall result be in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Rangeeffect which, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note)action, suit, or (B) such number of Sharesproceeding shall be pending before any court or quasi-judicial or administrative agency wherein an unfavourable judgment, that when added to order, decree, stipulation, injunction, or charge which, would (x) prevent consummation of any Shares for which subscriptions have been accepted in of the Subscription Offering, plus transactions contemplated by this Agreement or the Rights Offering or (y) cause any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range transactions contemplated by this Agreement or the Rights Offering to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”effect). 2.4 Burcon may, in its sole discretion, commence the Rights Offering at any time prior to January 31, 2018; provided that, if Burcon determines not to proceed with the Rights Offering for any reason, it shall be under no obligation to do so. 2.5 The Standby Purchaser will be released from its obligation to complete the Closing if: (ca) Payment one or more of the purchase price for conditions precedent to the Purchased Shares shall be made Closing as set forth in Section 2.4 of this Agreement have not been satisfied or waived by the Standby Purchaser, on ; or (b) Burcon fails to comply with its obligation to complete the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the OfferingsClosing.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in the Community Offeringhereby agrees to sell to Standby Purchaser, at the Subscription Price, the greater of (i) such number of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum all of the Valuation RangeNew Shares that will be available for purchase by Standby Purchaser pursuant to its Basic Subscription Privilege. (b) Standby Purchaser hereby agrees to purchase from the Company, or (ii) at least and the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added Company hereby agrees to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than sell to the Standby Purchaser, shall equal the number of Shares at the Maximum of Subscription Price, any and all New Shares if and to the Valuation Range in extent such New Shares are not purchased by the Offering. With Company’s stockholders, excluding those New Shares that are purchased pursuant to the consent oversubscription rights of the Company, ’s stockholders in accordance with the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares Term Sheet (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Unsubscribed Shares”). (c) Notwithstanding anything else contained in this Agreement, Standby Purchaser shall not acquire Securities hereunder which would result in it or any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which it is a member owning more than thirty percent (30%) of the fully diluted issued and outstanding shares of Common Stock (exclusive of stock options and unexchanged Preferred Stock) after giving effect to Standby Purchaser’s purchase of New Shares under its Basic Subscription Privilege and Unsubscribed Shares. If any shares of the Preferred Stock remain outstanding sixty (60) days after the Closing, Standby Purchaser’s ownership percentage shall be recalculated and the number of such shares of Preferred Stock, on an as converted basis, shall be included in the number of outstanding shares of Common Stock when calculating Standby Purchaser’s ownership percentage (the “Post-Closing Calculation”). If the number of shares of Common Stock Standby Purchaser purchased hereunder was reduced because it would have owned more than thirty percent (30%) of the fully diluted shares of Common Stock, as calculated above, and if the Post-Closing Calculation is performed, Standby Purchaser shall have the option for the period of ten (10) Business Days following the date of the Post-Closing Calculation to purchase an additional number of shares of Common Stock, at the Subscription Price, up to such amount that will result in Standby Purchaser and any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which it is a member owning not more than thirty percent (30%) of the fully diluted outstanding shares of Common Stock (exclusive of stock options) after giving effect to Standby Purchaser’s purchase of New Shares under its Basic Subscription Privilege and Unsubscribed Shares. (d) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made by the Standby Purchasermade, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities, in United States dollars by means of a certified or cashier’s checks, bank drafts, money orders or wire transfer of immediately available funds to the escrow account for the Offeringstransfers.

Standby Purchase Commitment. 2.1 Upon and subject to the terms and conditions of this Agreement, the Standby Purchasers hereby agree that if less than 930,138 Common Shares are subscribed for under the Rights Offering, they, or their respective permitted assignee(s) in accordance with Section 9.8, will subscribe for and purchase from Burcon and Burcon hereby agrees to issue and sell to the Standby Purchasers, or their respective permitted assignee(s), at the Subscription Price such number of Common Shares available to be purchased, but not otherwise subscribed for, under the Rights Offering so that a minimum of 930,138 Common Shares will have been issued under the Rights Offering. To the extent necessary to fulfill the Standby Commitment and subject to Section 2.2, the Standby Purchasers or their permitted assignee(s) shall: (a) On first, if the date number of Common Shares subscribed for by all other Shareholders under the Rights Offering (the "Other Subscription") is less than the Standby Commitment, subscribe for such number of Common Shares which the Standby Purchasers are entitled to purchase pursuant to the terms and conditions of the filing Basic Subscription Privilege attached to any Rights held by the Standby Purchasers as are necessary to fulfill the Standby Commitment; (b) second, if the number of Common Shares to which the Standby Purchasers are entitled under subsection (a) above together with the Other Subscription is less than the Standby Commitment, subscribe for such additional number of Common Shares under the Additional Subscription Privilege attached to any Rights held by the Standby Purchasers as are necessary to fulfill the Standby Commitment after taking into account any Common Shares subscribed for under subsection (a) above; and (c) third, if the number of Common Shares to which the Standby Purchasers are entitled under subsections (a) and (b) above together with the Other Subscription is less than the Standby Commitment, purchase such number of Common Shares which are potentially issuable by Burcon under the Rights Offering but not subscribed for by the Shareholders pursuant to the exercise of the Registration StatementBasic Subscription Privileges and the Additional Subscription Privileges and which are necessary to fulfill the Standby Commitment after taking into account any Common Shares subscribed for under subsections (a) and (b) above, provided always that the Standby Purchasers shall not be obligated to purchase Common Shares in an amount in excess of the Standby Commitment. 2.2 Under the Standby Commitment, the obligations of (i) the First Standby Purchaser will be as to 51.14% of the number of Common Shares which all Standby Purchasers are required to purchase pursuant to Section 2.1, up to a maximum of 475,673 Common Shares, being 51.14% of the Standby Commitment, (ii) the Second Standby Purchaser will be as to 26.86% of the number of Common Shares which all Standby Purchasers are required to purchase pursuant to Section 2.1, up to a maximum of 249,835 Common Shares, being 26.86% of the Standby Commitment, and (iii) the Third Standby Purchaser will be as to 22% of the number of Common Shares which all Standby Purchasers are required to purchase pursuant to Section 2.1, up to a maximum of 204,630 Common Shares, being 22% of the Standby Commitment. 2.3 If any of the Standby Purchasers is relieved from performance of its obligations under this Agreement pursuant to Section 3.5, the obligations of the remaining Standby Purchasers under this Agreement shall not be increased as if such relief had not occurred. 2.4 The obligation of each Standby Purchaser to complete the Closing (as defined below) shall be subject to the fulfilment, or the waiver by the applicable Standby Purchaser, of the following conditions, each of which is for the exclusive benefit of the applicable Standby Purchaser and may be waived by such Standby Purchaser at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it might have: (a) all documents to be delivered to the Standby Purchaser shall purchase from FLMHC hereunder at a price of up or prior to $2,000,000, the Closing will have been so delivered and FLMHC shall issue will be in form and substance satisfactory to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC.acting reasonably; (b) Subject the representations and warranties of Burcon contained herein shall be true and correct as of the Closing as if made as of such time after giving effect to the termstransaction contemplated herein and in the Rights Offering Circular and to the exercise of all or any part of the Rights; (c) Burcon shall have duly fulfilled and complied with all of its covenants contained herein to the extent that the same are required to be fulfilled or complied with at or prior to the Closing; (d) Burcon will have made and/or obtained all necessary filings, conditions approvals, orders, rulings and limitations consents of all relevant securities regulatory authorities in Canada and other governmental and regulatory bodies and any other person required in Canada in connection with the Rights Offering, the purchase of the Standby Commitment by the Standby Purchasers pursuant to this Agreement (including, without limitation, those relating to the listing of the Rights, the Common Shares issuable upon exercise of the Rights, the Warrant Shares (as defined below) and the Common Shares to be purchased by the Standby Purchasers hereunder, on the Toronto Stock Exchange (the "TSX")) and the issuance of the Standby Warrants; (e) no material adverse change in the financial markets in Canada and no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, shall have occurred from the date of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of Closing; and (f) no (i) such number of Shares as order issued by any Canadian, United States or other governmental or regulatory authority or body and no statute, rule, regulation or executive order promulgated or enacted by the Canadian or United States government or any other governmental authority shall result be in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Rangeeffect which, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note)action, suit, or (B) such number of Sharesproceeding shall be pending before any court or quasi-judicial or administrative agency wherein an unfavourable judgment, that when added to order, decree, stipulation, injunction, or charge which, would (x) prevent consummation of any Shares for which subscriptions have been accepted in of the Subscription Offering, plus transactions contemplated by this Agreement or the Rights Offering or (y) cause any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range transactions contemplated by this Agreement or the Rights Offering to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”effect). 2.5 Burcon may, in its sole discretion, commence the Rights Offering at any time prior to April 30, 2014; provided that, if Burcon determines not to proceed with the Rights Offering for any reason, it shall be under no obligation to do so. 2.6 Each Standby Purchaser will be released from its obligation to complete the Closing if: (ca) Payment one or more of the purchase price for conditions precedent to the Purchased Shares shall be made Closing as set forth in Section 2.4 of this Agreement have not been satisfied or waived by the Standby Purchaser, on ; or (b) Burcon fails to comply with its obligation to complete the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the OfferingsClosing.

Standby Purchase Commitment. (ai) On In the date of the filing of the Registration StatementRights Offering, the Standby Purchaser shall purchase from FLMHC at (A) exercise its Basic Subscription Right, and (B) to the extent that the exercise of the Basic Subscription Right entails payment of a subscription price of up to less than $2,000,000, 5,000,000 and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and subject to the availability of New Shares after purchases made upon exercise of the Over-Subscription Privilege to the extent that other holders of Rights do not exercise all of their respective Basic Subscription Rights, exercise its Over-Subscription Privilege in a purchase amount that, when added to the subscription price for the Basic Subscription OfferingRight, equals $5,000,000 (the “Standby Purchaser Firm Commitment”). (ii) If and to the extent New Shares are not purchased by the Company’s stockholders and warrant holders pursuant to the exercise of Rights (including the Basic Subscription Right and the Over-Subscription Privilege) under the Rights Offering such that the aggregate gross proceeds to the Company, including the Standby Purchaser Firm Commitment, are less than $8,000,000.00, the Standby Purchaser shall be deemed to have exercised its Over-Subscription Privilege immediately prior to the expiration of the Rights Offering and shall be entitled to and hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser, at the Subscription Price, that number of remaining New Shares (the greater of (i“Standby Purchaser Contingent Commitment”) such number of Shares as shall result in the sale of Shares in the Offering equal that aggregate gross proceeds to the number of Shares at Company from the Minimum of the Valuation RangeStandby Purchaser Contingent Commitment, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to the exercise of Rights by Company stockholders and warrant holders, including the Standby Purchaser Firm Commitment, together shall be $8,000,000.00. In no event shall the Standby Purchaser Contingent Commitment exceed $3,000,000. (xiii) any Shares for which subscriptions have been accepted in The Standby Purchaser and the Subscription Offering, plus (y) any Shares for which orders have been accepted in Company hereby agree that it is the Community Offering from other than intent of both parties that the Standby Purchaser, by virtue of acting hereunder, shall equal not be deemed an “underwriter” within the number definition of Shares at the Maximum Section 2(a)(11) of the Valuation Range Securities Act or deemed to be engaged in the Offering. With the consent broker-dealer activity requiring registration under Section 15 of the CompanyExchange Act, and the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered and Company shall in the Offering as shall result fulfillment of their obligations hereunder act in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”)accordance with this mutual understanding. (c) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offerings.

Standby Purchase Commitment. (a) On 1.1 Standby Purchaser agrees that, by exercise of its basic subscription right, oversubscription right or otherwise pursuant to this Agreement, it will purchase the date entire number of Series A Preferred Shares offered to, but not subscribed for by, Stockholders in the Rights Offering, on the same terms so offered to Stockholders. All of the filing Series A Preferred Shares acquired by Standby Purchaser in the Rights Offering or pursuant to this Agreement hereinafter shall be referred to as the "Standby Shares." Payment for the Standby Shares shall be made as described in Section 3 hereof. 1.2 The purchase price of the Registration Statement, the Standby Shares sold pursuant to this Agreement to Standby Purchaser shall be at the price and terms offered to the Other Stockholders and Affiliate Holders pursuant to the Rights Offering; provided that the aggregate gross purchase price for all Series A Preferred Shares offered and sold to all Stockholders, including all Standby Shares offered and sold to Standby Purchaser or the Affiliate Holders, shall not exceed $8,500,000. 1.3 In consideration of Standby Purchaser's obligations under this Agreement, the Company agrees to pay to Standby Purchaser at the Closing (as hereinafter defined) a fee in the amount of $400,000 in cash. 1.4 Subject to satisfying the stockholder approval requirement under Section 312 of the New York Stock Exchange ("NYSE") Listed Company Manual, if applicable, or obtaining a waiver of such requirement from the NYSE, until the Closing, if any stockholder or "group" of stockholders or other parties, whether acting for themselves or as nominee for any other stockholder or party, would "beneficially own" (the terms "group" and "beneficially own" being defined pursuant to Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended) 20% or more of the aggregate outstanding shares of Common Stock and, upon the Closing, Series A Preferred Shares on an as converted basis, Standby Purchaser and its affiliates shall have the right to purchase from FLMHC the Company, at a reasonable price and upon other reasonable terms of up sale to $2,000,000then be agreed upon in good faith, and FLMHC shall issue a sufficient number of shares of Common Stock or other voting equity securities of the Company (in addition to the Standby PurchaserShares) so that, after taking such number of shares of Common Stock or other voting equity securities into account, upon the Closing, Standby Purchaser and its affiliates shall beneficially own more than 50% of the Company's outstanding voting equity securities on a fully-diluted basis. 1.5 As a material inducement for Standby Purchaser to enter into this agreement, until the Closing, the Exchangeable NoteCompany's Board of Directors (the "Board") shall not approve, and FLMHC none of the Company or its subsidiaries shall deliver consummate or agree to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by consummate, a wire transfer of immediately available funds as and when Advances "business combination" with any "interested stockholder" (as defined in Article Eighth of the Exchangeable NoteCompany's Certificate of Incorporation and Section 203 of the Delaware General Corporation Law) other than Standby Purchaser and its affiliates, who became an interested stockholder after February 19, 2001, and before the Closing, without Standby Purchaser's prior written consent which may be withheld or delayed in Standby Purchaser's sole discretion; provided, however, the provisions of this paragraph shall terminate if all of the following criteria are requested satisfied: (a) the "business combination" consists of a sale of 100% of the Company's capital stock, or a merger in accordance with which the terms thereofacquiring entity or its subsidiaries or stockholders own 100% of the surviving entity's voting capital stock in exchange for all cash consideration to the Company or its subsidiaries or stockholders, to an account designated by FLMHC. or a sale of all or substantially all of the Company's assets, in each case, as applicable, in any single or related series of transactions, and where Standby Purchaser and its affiliates are not the buyers (a "Company Sale"); (b) Subject the Board or an independent committee thereof has received a written opinion of its independent financial advisors for the transaction that the Company Sale is more favorable to the terms, conditions and limitations of this Agreement and to Company from an economic perspective than the availability of Shares after purchases made in the Subscription Rights Offering, and written advice from its counsel that its fiduciary duties require consideration or pursuit of the proposed Company Sale; (c) the Company has paid, or caused to be paid by the interested stockholder or otherwise, to Standby Purchaser agrees to purchase from the Company in the Community Offeringor its affiliates, at the Subscription Priceas applicable, the greater sum of (i) such number of Shares as shall result in all amounts owed by Company or Chart House or the sale of Shares in Company's other subsidiaries under the Offering equal to the number of Shares at the Minimum of the Valuation RangeLoans, or including, without limitation, all fees otherwise payable thereunder, (ii) at least the lesser $400,000 standby commitment fee otherwise payable to Standby Purchaser, (iii) Standby Purchaser's fees and expenses incurred in connection with the Loans and the Rights Offering up to $125,000 in the aggregate, and (iv) an additional fee of $675,000; and (d) Standby Purchaser's obligations to buy the Standby Shares and any other obligations hereunder have been terminated without cost or expense to Standby Purchaser. 1.6 As a material inducement for Standby Purchaser to enter into this agreement, until the Closing, the Board shall not approve, the Company shall take all available and necessary actions so that the Board does not approve, and none of the Company or its subsidiaries shall consummate or agree to consummate, a refinancing or recapitalization not constituting a Company Sale, or a merger in which the Company or its stockholders own less than 100% of the voting capital stock of the surviving entity, in each case in any single or series of related transactions and where Standby Purchaser and its affiliates are not the source of funds ("Company Refinancing"); provided, however, the provisions of this Section 1.7 shall terminate if all of the following criteria are satisfied: (a) the Board or a committee thereof has received the written opinion of its independent financial advisors for the transaction that the Company Refinancing is more favorable to the Company from an economic perspective than the Rights Offering, and written advice from its counsel that its fiduciary duties require consideration or pursuit of the proposed Company Refinancing; (b) the Company has paid, or caused to be paid by the interested stockholder or otherwise, to Standby Purchaser and/or its designated affiliates, as applicable, the sum of (i) all amounts owed by Chart House, the Company and/or its subsidiaries under the Loans, including, without limitation, all fees otherwise payable thereunder, (ii) the $400,000 standby commitment fee otherwise payable to Standby Purchaser, (iii) Standby Purchaser's fees and expenses incurred in connection with the Loans and the Rights Offering, up to $125,000 in the aggregate, and (iv) an additional cash fee of $810,000; and (c) Standby Purchaser's obligations to buy the Standby Shares and any other obligations hereunder and related documents have been terminated without cost or expense to Standby Purchaser. If: (x) the Company Refinancing is a merger in which the Company or its stockholders own less than 100% of the voting capital stock of the surviving entity, (y) such Company Refinancing constitutes a "business combination," and (z) all of the requirements of this paragraph are satisfied, the provisions of Section 1.6 above shall terminate with respect to such Company Refinancing. 1.7 Without Standby Purchaser's prior written consent, which may be withheld or delayed in Standby Purchaser's sole discretion, the Company and its subsidiaries including Chart House shall not agree to amend, or cause or permit to be amended or supplemented in any way, any provisions of: (Ai) 2,800,000 Shares the Revolving Credit and Term Loan Agreement dated as of April 26, 1999 (including any Shares issued as a result of amended from time to time, the exchange of the Exchangeable Note), or (B"senior credit agreement") such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of by and among the Company, Chart House, Bank Boston, N.A. (n/k/a Fleet National Bank), as agent, and the Standby Purchaser may purchase such additional Shares above financial institutions signatories thereto, (ii) the maximum number Second Amended and Restated Subordination Agreement dated as of Shares offered in February 20, 2001, as amended from time to time, executed by agent, the Offering as shall result in the Standby Investor owning 2,800,000 Shares Company, Chart House, certain subsidiary guarantors, and EGI-Fund (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”). 01) Investors, L.L.C. and (ciii) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement any notes evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the OfferingsCompany's and/or its subsidiaries' including Chart House's liabilities thereunder or other instruments or documents pertaining thereto.

Standby Purchase Commitment. (a) On 1.1 Standby Purchaser agrees that, by exercise of its basic subscription right, oversubscription right or otherwise pursuant to this Agreement, it will purchase the date entire number of Series A Preferred Shares offered to, but not subscribed for by, Stockholders in the Rights Offering, on the same terms so offered to Stockholders. All of the filing Series A Preferred Shares acquired by Standby Purchaser in the Rights Offering or pursuant to this Agreement hereinafter shall be referred to as the "Standby Shares." Payment for the Standby Shares shall be made as described in Section 3 hereof. 1.2 The purchase price of the Registration Statement, the Standby Shares sold pursuant to this Agreement to Standby Purchaser shall be at the price and terms offered to the Other Stockholders and Affiliate Holders pursuant to the Rights Offering; provided that the aggregate gross purchase price for all Series A Preferred Shares offered and sold to all Stockholders, including all Standby Shares offered and sold to Standby Purchaser or the Affiliate Holders, shall not exceed $8,500,000. 1.3 In consideration of Standby Purchaser's obligations under this Agreement, the Company agrees to pay to Standby Purchaser at the Closing (as hereinafter defined) a fee in the amount of $400,000 in cash. 1.4 Subject to satisfying the stockholder approval requirement under Section 312 of the New York Stock Exchange ("NYSE") Listed Company Manual, if applicable, or obtaining a waiver of such requirement from the NYSE, until the Closing, if any stockholder or "group" of stockholders or other parties, whether acting for themselves or as nominee for any other stockholder or party, would "beneficially own" (the terms "group" and "beneficially own" being defined pursuant to Regulation 13D-G promulgated under the Securities Exchange Act of 1934, as amended) 20% or more of the aggregate outstanding shares of Common Stock and, upon the Closing, Series A Preferred Shares on an as converted basis, Standby Purchaser and its affiliates shall have the right to purchase from FLMHC the Company, at a reasonable price and upon other reasonable terms of up sale to $2,000,000then be agreed upon in good faith, and FLMHC shall issue a sufficient number of shares of Common Stock or other voting equity securities of the Company (in addition to the Standby PurchaserShares) so that, after taking such number of shares of Common Stock or other voting equity securities into account, upon the Closing, Standby Purchaser and its affiliates shall beneficially own more than 50% of the Company's outstanding voting equity securities on a fully-diluted basis. 1.5 As a material inducement for Standby Purchaser to enter into this agreement, until the Closing, the Exchangeable NoteCompany's Board of Directors (the "Board") shall not approve, and FLMHC none of the Company or its subsidiaries shall deliver consummate or agree to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by consummate, a wire transfer of immediately available funds as and when Advances "business combination" with any "interested stockholder" (as defined in Article Eighth of the Exchangeable NoteCompany's Certificate of Incorporation and Section 203 of the Delaware General Corporation Law) other than Standby Purchaser and its affiliates, who became an interested stockholder after February 19, 2001, and before the Closing, without Standby Purchaser's prior written consent which may be withheld or delayed in Standby Purchaser's sole discretion; provided, however, the provisions of this paragraph shall terminate if all of the following criteria are requested satisfied: (a) the "business combination" consists of a sale of 100% of the Company's capital stock, or a merger in accordance with which the terms thereofacquiring entity or its subsidiaries or stockholders own 100% of the surviving entity's voting capital stock in exchange for all cash consideration to the Company or its subsidiaries or stockholders, to an account designated by FLMHC. or a sale of all or substantially all of the Company's assets, in each case, as applicable, in any single or related series of transactions, and where Standby Purchaser and its affiliates are not the buyers (a "Company Sale"); (b) Subject the Board or an independent committee thereof has received a written opinion of its independent financial advisors for the transaction that the Company Sale is more favorable to the terms, conditions and limitations of this Agreement and to Company from an economic perspective than the availability of Shares after purchases made in the Subscription Rights Offering, and written advice from its counsel that its fiduciary duties require consideration or pursuit of the proposed Company Sale; (c) the Company has paid, or caused to be paid by the interested stockholder or otherwise, to Standby Purchaser agrees to purchase from the Company in the Community Offeringor its affiliates, at the Subscription Priceas applicable, the greater sum of (i) such number of Shares as shall result in all amounts owed by Company or Chart House or the sale of Shares in Company's other subsidiaries under the Offering equal to the number of Shares at the Minimum of the Valuation RangeLoans, or including, without limitation, all fees otherwise payable thereunder, (ii) at least the lesser $400,000 standby commitment fee otherwise payable to Standby Purchaser, (iii) Standby Purchaser's fees and expenses incurred in connection with the Loans and the Rights Offering up to $125,000 in the aggregate, and (iv) an additional fee of $675,000; and (d) Standby Purchaser's obligations to buy the Standby Shares and any other obligations hereunder have been terminated without cost or expense to Standby Purchaser. 1.6 As a material inducement for Standby Purchaser to enter into this agreement, until the Closing, the Board shall not approve, the Company shall take all available and necessary actions so that the Board does not approve, and none of the Company or its subsidiaries shall consummate or agree to consummate, a refinancing or recapitalization not constituting a Company Sale, or a merger in which the Company or its stockholders own less than 100% of the voting capital stock of the surviving entity, in each case in any single or series of related transactions and where Standby Purchaser and its affiliates are not the source of funds ("Company Refinancing"); provided, however, the provisions of this Section 1.6 shall terminate if all of the following criteria are satisfied: (a) the Board or a committee thereof has received the written opinion of its independent financial advisors for the transaction that the Company Refinancing is more favorable to the Company from an economic perspective than the Rights Offering, and written advice from its counsel that its fiduciary duties require consideration or pursuit of the proposed Company Refinancing; (b) the Company has paid, or caused to be paid by the interested stockholder or otherwise, to Standby Purchaser and/or its designated affiliates, as applicable, the sum of (i) all amounts owed by Chart House, the Company and/or its subsidiaries under the Loans, including, without limitation, all fees otherwise payable thereunder, (ii) the $400,000 standby commitment fee otherwise payable to Standby Purchaser, (iii) Standby Purchaser's fees and expenses incurred in connection with the Loans and the Rights Offering, up to $125,000 in the aggregate, and (iv) an additional cash fee of $810,000; and (c) Standby Purchaser's obligations to buy the Standby Shares and any other obligations hereunder and related documents have been terminated without cost or expense to Standby Purchaser. If: (x) the Company Refinancing is a merger in which the Company or its stockholders own less than 100% of the voting capital stock of the surviving entity, (y) such Company Refinancing constitutes a "business combination," and (z) all of the requirements of this paragraph are satisfied, the provisions of Section 1.6 above shall terminate with respect to such Company Refinancing. 1.7 Without Standby Purchaser's prior written consent, which may be withheld or delayed in Standby Purchaser's sole discretion, the Company and its subsidiaries including Chart House shall not agree to amend, or cause or permit to be amended or supplemented in any way, any provisions of: (Ai) 2,800,000 Shares the Revolving Credit and Term Loan Agreement dated as of April 26, 1999 (including any Shares issued as a result of amended from time to time, the exchange of the Exchangeable Note), or (B"senior credit agreement") such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of by and among the Company, Chart House, Bank Boston, N.A. (n/k/a Fleet National Bank), as agent, and the Standby Purchaser may purchase such additional Shares above financial institutions signatories thereto, (ii) the maximum number Second Amended and Restated Subordination Agreement dated as of Shares offered in February 20, 2001, as amended from time to time, executed by agent, the Offering as shall result in the Standby Investor owning 2,800,000 Shares Company, Chart House, certain subsidiary guarantors, and EGI-Fund (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”). 01) Investors, L.L.C. and (ciii) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement any notes evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the OfferingsCompany's and/or its subsidiaries' including Chart House's liabilities thereunder or other instruments or documents pertaining thereto.

Standby Purchase Commitment. (ai) On If and to the date extent Unsubscribed Shares are not purchased by the Company’s other stockholders pursuant to the exercise of Rights (including the filing of Basic Subscription Privilege and the Registration StatementOver-Subscription Privilege) under the Rights Offering, the each Standby Purchaser shall purchase from FLMHC at a price be deemed to have exercised such Rights immediately prior to the expiration of up the Rights Offering and shall be entitled to $2,000,000and hereby agrees, severally, and FLMHC shall issue to the Standby Purchasernot jointly, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company, and the Company in the Community Offeringhereby agrees to sell to each Standby Purchaser, at the Subscription Price, all such remaining New Shares in accordance with the greater allocations set forth on Schedule I hereto, subject to a maximum total commitment of $522,862.23 and subject to proration among each Standby Purchaser and the other standby purchasers as set forth in Section 2(a)(ii) below. The Company hereby agrees that each Standby Purchaser may reallocate the allocations set forth on Schedule I hereto among the other Standby Purchasers executing this Agreement, subject to the maximum total commitment of $522,862.23 remaining unchanged. (iii) such Each Standby Purchaser and the Company acknowledge and agree that the Company has entered into, or contemplates entering into, other standby purchase agreements with certain other parties on terms substantially similar to this Agreement and in any case no more favorable to the standby purchaser than the terms of this Agreement, except that they provide for a different number of New Shares committed to be purchased by the other standby purchasers. The New Shares available for issuance to each Standby Purchaser and the other standby purchasers shall be allocated (to the extent any allocation thereof is necessary) as shall result in nearly as possible on a pro rata basis among each Standby Purchaser and the sale of Shares in the Offering equal to other standby purchasers based upon the number of New Shares at committed to be purchased by each Standby Purchaser and the Minimum other standby purchasers. (iii) Each Standby Purchaser and the Company hereby agree that it is the intent of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, both parties that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the each Standby Purchaser, by virtue of acting hereunder, shall equal not be deemed an “underwriter” within the number definition of Shares at the Maximum Section 2(a)(11) of the Valuation Range Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 15 of the Exchange Act, and each Standby Purchaser and Company shall in the Offering. With the consent fulfillment of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered their obligations hereunder act in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”)accordance with this mutual understanding. (c) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offerings.

Standby Purchase Commitment. (a) On If upon the date expiration of the filing of the Registration StatementRights Offering there are any Remaining Shares, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the each Standby Purchaser agrees to purchase from the Company, and the Company in the Community Offeringagrees to issue and sell to such Standby Purchaser (or its designee), at the Subscription Price, its Pro Rata Portion of the greater lesser of (i) such number of the First Standby Shares as shall result in and the sale of Shares in the Offering equal to Remaining Shares. If the number of Remaining Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other is greater than the Standby Purchaser, shall equal the number of Shares at First Standby Shares, and if following exercise by the Maximum Company’s stockholders of the Valuation Range in Oversubscription Rights and after giving effect to all of the Offering. With Standby Purchasers’ purchase of shares pursuant to the consent of immediately preceding sentence there are Unsubscribed Shares available, each Standby Purchaser agrees to purchase from the Company, and the Company agrees to issue and sell to such Standby Purchaser may purchase (or its designee), at the Subscription Price, its Pro Rata Share of the lesser of such additional remaining Unsubscribed Shares above and the maximum number of Shares offered in the Offering as shall result in the Maximum Additional Standby Investor owning 2,800,000 Shares (the lesser of the foregoing (if any), together with the First Standby Shares that the Standby Purchasers are obligated to purchase hereunder, the “Standby Shares”). Each Standby Purchaser acknowledges that the precise number of Standby Shares purchased by it will be obligated to purchase hereunder is yet to be determined, and could be its Pro Rata Portion of the full number of First Standby Shares and Maximum Additional Standby Shares. The offering of the Standby Purchaser are Shares to the Standby Purchasers is referred to herein as the “Purchased SharesStandby Offering”). (c) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offerings.

Standby Purchase Commitment. (a) On 2.1 Upon and subject to the date terms and conditions of the filing of the Registration Statementthis Agreement, the Standby Purchaser shall hereby agrees that if less than 671,591,957 Common Shares are subscribed for under the Rights Offering, it or its permitted assignee(s) in accordance with Section 8.8, will subscribe for and purchase from FLMHC at a price of up Coro and Coro hereby agrees to $2,000,000, issue and FLMHC shall issue sell to the Standby Purchaser, or its respective permitted assignee(s), at the Exchangeable NoteSubscription Price such number of Common Shares available to be purchased, but not otherwise subscribed for, under the Rights Offering, excluding any Greenstone Shares, so that 671,591,957 Common Shares will have been issued under the Rights Offering, being all of the Common Shares that may be issued under the Rights Offering. To the extent necessary to fulfill the Standby Commitment and FLMHC subject to Section 2.2, the Standby Purchaser or its permitted assignee(s) shall: (a) first, subscribe for such number of Common Shares which the Standby Purchaser or its affiliates is entitled to purchase pursuant to the terms and conditions of the Basic Subscription Privilege attached to any Rights held by the Standby Purchaser or its affiliates; (b) second, subscribe for such additional number of Common Shares under the Additional Subscription Privilege attached to any Rights held by the Standby Purchaser or its affiliates; and (c) third, purchase such number of Common Shares which are potentially issuable by Coro under the Rights Offering but not subscribed for by the Shareholders (other than the Standby Purchaser and its affiliates) pursuant to the exercise of the Basic Subscription Privileges and the Additional Subscription Privileges, excluding any Greenstone Shares, provided always that the Standby Purchaser shall deliver not be obligated to purchase Common Shares in an amount in excess of the Standby Commitment. 2.2 Under the Standby Commitment, the obligations of the Standby Purchaser will be as to a maximum of 297,914,908 Common Shares. For clarity, the Standby Commitment does not require the Standby Purchaser to subscribe for any Greenstone Shares. 2.3 The obligation of the Standby Purchaser to complete the Closing (as defined below) shall be subject to the fulfilment, or the waiver by the Standby Purchaser, of the following conditions, each of which is for the exclusive benefit of the Standby Purchaser and may be waived by the Standby Purchaser at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it might have: (a) all documents to be delivered to the Standby Purchaser hereunder at or prior to the original Exchangeable Note executed by FLMHC. The Closing will have been so delivered and will be in form and substance satisfactory to the Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereofPurchaser, to an account designated by FLMHC.acting reasonably; (b) Subject the representations and warranties of Coro contained herein shall be true and correct as of the Closing as if made as of such time after giving effect to the terms, conditions transaction contemplated herein and limitations of this Agreement in the Rights Offering Notice and the Rights Offering Circular and to the availability exercise of Shares after purchases all or any part of the Rights; (c) Coro shall have duly fulfilled and complied with all of its covenants contained herein to the extent that the same are required to be fulfilled or complied with at or prior to the Closing; (d) Coro will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of the Toronto Stock Exchange (the "TSX") and all other governmental and regulatory bodies and any other person required in Canada in connection with the Subscription Rights Offering, the purchase of the Standby Commitment by the Standby Purchaser agrees pursuant to purchase from this Agreement (including, without limitation, those relating to the Company listing of the Rights, the Common Shares issuable upon exercise of the Rights, and the Common Shares to be purchased by the Standby Purchaser hereunder, on the TSX); (e) there shall not have developed, occurred or come into effect or existence, or be announced, any event, action, state, condition or occurrence of national or international consequence or any law, action, regulation or other occurrence of any nature whatsoever which, in the Community Offeringopinion of the Standby Purchaser, at acting reasonably, materially adversely effects or involves, or is expected to materially adversely effect or involve, financial markets generally or the Subscription Priceassets, the greater liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital of Coro and its subsidiaries taken as a whole; (f) no (i) such number of Shares as order issued by any Canadian, United States or other governmental or regulatory authority or body and no statute, rule, regulation or executive order promulgated or enacted by the Canadian or United States government or any other governmental authority shall result be in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Rangeeffect which, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note)action, suit, or (B) such number of Sharesproceeding shall be pending before any court or quasi-judicial or administrative agency wherein an unfavourable judgment, that when added to order, decree, stipulation, injunction, or charge which, would (x) prevent consummation of any Shares for which subscriptions have been accepted in of the Subscription Offering, plus transactions contemplated by this Agreement or the Rights Offering or (y) cause any Shares of the transactions contemplated by this Agreement or the Rights Offering to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect). (g) Coro and the Standby Purchaser shall have received a written undertaking from Greenstone which among other things (i) waives Section 2.1(g) of the XXX to permit the size of the Coro board of directors to be increased, if necessary, to allow for which orders have been accepted the appointment of a nominee of the Standby Purchaser; (ii) waives Article 4 of the XXX in respect of the Rights Offering and Placement; (iii) waiving section 6.1 of the XXX in respect of the Rights Offering and Placement; (iv) confirms that Greenstone will not to acquire Rights in the Community Rights Offering from other than in addition to those Rights issued to it in connection with the Common Shares owned by Greenstone prior to the commencement of the Rights Offering, and that Greenstone will exercise only the Basic Subscription Privilege forming part of such Rights unless otherwise agreed with the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, and (v) provided the Standby Purchaser may purchase such additional Shares above holds 10% or more of Coro's issued and outstanding Common Shares, confirm's Greenstone's agreement to exercise the maximum number voting rights attaching to Greenstone's common shares of Shares offered Coro to vote in favour of the Offering as shall result in board nominee to which the Standby Investor owning 2,800,000 Shares Purchaser is entitled to nominate at any general meetings of Shareholders, should the Standby Purchaser nominate a director pursuant to the exercise of such right. 2.4 The Standby Purchaser will be released from its obligation to complete the Closing if: (a) one or more of the number conditions precedent to the Closing as set forth in Section 2.3 of Shares purchased this Agreement have not been satisfied or waived by the Standby Purchaser are referred Purchaser; (b) Coro fails to herein as comply with its obligation to complete the “Purchased Shares”).Closing; or (c) Payment the closing of the purchase price for private placement of Coro announced concurrently with the Purchased Shares shall be made by Rights Offering (the "Placement") has not closed with the result that the Standby Purchaser, on Purchaser is a registered holder of the Closing Date, against delivery of certificates or a book entry statement evidencing 109,733,334 Common Shares purchased by it in the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the OfferingsPlacement.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser, at the Subscription Price, One Million (1,000,000) of the greater Shares sold in the Offerings (the “Minimum Commitment”). Further, the Standby Purchaser shall have the option to purchase, at the Subscription Price, up to an additional One Million Three Hundred Thousand (1,300,000) of the Shares sold in the Offerings, and the Company hereby agrees to sell to the Standby Purchaser such number of such Shares as are elected to be purchased by the Standby Purchaser, subject, however, to (i) such number the rights of Eligible Subscribers and other classes covered by the Subscription Offering to purchase shares sold in the Offerings prior to the purchase of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or by all other purchasers and (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result right of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added Company to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted sell additional shares in the Community Offering from other rather than pursuant to this option in order to create a broader market for and liquidity in the Standby Purchaser, shall equal Shares. The Minimum Commitment and the number of Shares at shares purchased pursuant to the Maximum of the Valuation Range in the Offering. With the consent of the Companyoption are, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as together, the “Purchased Shares.”). (cb) Payment of the purchase price Subscription Price for the Purchased Shares shall be made by the Standby Purchasermade, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offeringsfunds.

Standby Purchase Commitment. (a) On The Standby Purchaser hereby agrees to purchase from the date Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all of the filing New Shares that will be available for purchase by the Standby Purchaser pursuant to its Basic Subscription Privilege, if applicable. The Standby Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the Over-Subscription Privilege to which the Standby Purchaser and its Affiliates would otherwise be entitled in the Rights Offering, if applicable. (b) If and to the extent New Shares are not purchased by the Company’s other shareholders (the “Unsubscribed Shares”) pursuant to the exercise of Rights (including the Registration StatementBasic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall purchase from FLMHC at a price of up be deemed to $2,000,000, and FLMHC shall issue have exercised such Rights immediately prior to the Standby Purchaser, expiration of the Exchangeable Note, Rights Offering and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as be obligated and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser, at the Subscription Price, the greater of (i) such number of Unsubscribed Shares as shall result set forth in this Section 2(b).. It is understood and agreed that, if and to the sale of extent that there are Unsubscribed Shares in available for purchase pursuant to this Section 2, then the Offering Standby Purchaser shall, on the Closing Date, purchase Unsubscribed Shares equal to the number a total investment of Shares at the Minimum of the Valuation Range, or $1,000,001.75 (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Noterepresenting 363,637 Unsubscribed Shares), or (B) such number of Shares; provided, that when added to (x) any if there is less than 363,637 New Shares available for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than purchase by the Standby Purchaser, then the Standby Purchaser shall equal purchase the maximum number of available Unsubscribed Shares for purchase in an amount not less than $499,999.50 (representing 181,818 Unsubscribed Shares) and not greater than $1,000,001.75 (representing 363,637 Unsubscribed Shares) under this Agreement; provided, further, that the Standby Purchaser and the Company hereby acknowledge and agree that the Company has entered into, or contemplates entering into, one or more other Standby Purchase Agreements with certain other parties; provided, further, if the number of Unsubscribed Shares at is less than the Maximum aggregate number of Unsubscribed Shares agreed to be purchased by all Standby Purchasers, the Common Stock available for issuance to Standby Purchasers shall be allocated as nearly as possible on a pro rata basis among all Standby Purchasers based upon the maximum number of Common Stock agreed to be purchased by each such Standby Purchaser, after giving effect to the limitations set forth herein. Notwithstanding anything herein to the contrary and regardless of the Valuation Range in the Offering. With the consent availability of the CompanyUnsubscribed Shares, the Standby Purchaser may purchase such additional Shares above is guaranteed, and obligated to make, a minimum investment of $499,999.50, or 181,818 shares the maximum number of Shares offered in the Offering as Company’s Common Stock, which shall result in not be subject to allocation among all Standby Purchasers. In no event shall the Standby Investor owning 2,800,000 Shares (Purchaser be entitled to purchase shares of Common Stock in excess of the number of Shares purchased by shares of Common Stock that would result in any of the Standby Purchaser are referred Purchasers becoming beneficial owners (within the meaning of Section 13(d)(3) of the Exchange Act) of 9.9% of the issued and outstanding shares of Common Stock after giving effect to herein as the “Purchased Shares”)Standby Purchaser’s purchase of New Shares under the Basic Subscription Privilege, Unsubscribed Shares and shares of Common Stock pursuant to a guaranteed minimum investment provided for in this Agreement. (c) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to Standby Purchaser, in United States dollars by means of federal funds checks or a wire transfer of immediately available funds to an account designated by the escrow account for the OfferingsCompany.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser, at the Subscription Price, all of the greater of (i) such number of New Shares as shall result that will be available for purchase by the Standby Purchaser pursuant to its Basic Subscription Privilege, if applicable. The Standby Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the Over-Subscription Privilege to which the Standby Purchaser and its Affiliates would otherwise be entitled in the sale of Shares in the Offering equal Rights Offering, if applicable. (b) If and to the number extent New Shares are not purchased by the Company’s other shareholders (the “Unsubscribed Shares”) pursuant to the exercise of Shares at Rights (including the Minimum Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Valuation RangeRights Offering and shall be entitled to and hereby agrees to purchase from the Company, or (ii) at least and the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added Company hereby agrees to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than sell to the Standby Purchaser, at the Subscription Price, such Standby Purchasers pro rata share of all such remaining New Shares. It is understood and agreed that, if and to the extent that the Standby Purchaser is required to purchase Unsubscribed Shares pursuant to this Section 2, then the Standby Purchaser shall equal purchase such Unsubscribed Shares up to a maximum investment of $412,500.00; provided, that the Standby Purchaser and the Company hereby acknowledge and agree that the Company has entered into, or contemplates entering into, one or more other Standby Purchase Agreements with certain other parties; provided, further, if the number of Unsubscribed Shares at is less than the Maximum aggregate number of the Valuation Range in the Offering. With the consent of the CompanyUnsubscribed Shares agreed to be purchased by all Standby Purchasers, the Common Stock available for issuance to Standby Purchaser may purchase such additional Shares above Purchasers shall be allocated as nearly as possible on a pro rata basis among all Standby Purchasers based upon the maximum number of Shares offered in Common Stock agreed to be purchased by each such Standby Purchaser, after giving effect to the Offering as limitations set forth herein. In no event shall result in the Standby Investor owning 2,800,000 Shares (Purchasers be entitled to purchase shares of Common Stock in excess of the number of Shares purchased by shares of Common Stock that would result in any of the Standby Purchaser are referred Purchasers becoming beneficial owners (within the meaning of Section 13(d)(3) of the Exchange Act) of 9.9% of the issued and outstanding shares of Common Stock after giving effect to herein as the “Purchased Shares”)Standby Purchasers’ purchase of New Shares under the Basic Subscription Privilege, Unsubscribed Shares and shares of Common Stock pursuant to a guaranteed minimum investment provided for in this Agreement. (c) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to Standby Purchaser, in United States dollars by means of federal funds checks or a wire transfer of immediately available funds to an account designated by the escrow account for the OfferingsCompany.

Standby Purchase Commitment. (a) On the date Each of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser Purchasers hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to each of the Community OfferingStandby Purchasers, at the Subscription Price, all of the greater New Shares that will be available for purchase by each of (i) the Standby Purchasers pursuant to its Basic Subscription Privilege. Each Standby Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the Over-Subscription Privilege to which such number of Shares as shall result Standby Purchaser and its Affiliates would otherwise be entitled in the sale Rights Offering. (b) If and to the extent New Shares are not purchased by the Company’s other shareholders (the “Unsubscribed Shares”) pursuant to the exercise of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchasers shall be deemed to have exercised such Rights immediately prior to the expiration of the Rights Offering and shall be entitled to and hereby agree to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchasers, at the Subscription Price, all such remaining New Shares; provided, however, that in no event shall the Standby Purchasers be entitled to purchase Unsubscribed Shares in the Offering equal to excess of the number of Unsubscribed Shares at the Minimum that would result in any of the Valuation Range, or Standby Purchasers becoming beneficial owners (iiwithin the meaning of Section 13(d)(3) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange Exchange Act) of 9.9% of the Exchangeable Noteissued and outstanding shares of Common Stock after giving effect to the Standby Purchasers’ purchase of New Shares under the Basic Subscription Privilege and Unsubscribed Shares; provided further. it is understood and agreed that, if and to the extent that the Standby Purchasers are required to purchase Unsubscribed Shares pursuant to this Section 2, then Xxxxxxxx X. Been shall purchase 60.5% of such Unsubscribed Shares up to a maximum investment of $10,000,000 (which amount shall include his Basic Subscription Privilege), or (B) and Xxxxxxxx X. Xxxxxxxx, III shall purchase 39.5% of such number of Unsubscribed Shares, that when added up to a maximum investment of $8,000,000 (x) any Shares for which subscriptions have been accepted in the amount shall include his Basic Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than Privilege). The obligations of the Standby Purchaser, Purchasers shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”)be several and not joint. (c) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the each Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to each Standby Purchaser, in United States dollars by means of a certified or cashier’s checks, bank drafts, money orders or wire transfer of immediately available funds to the escrow account for the Offeringstransfers.

Standby Purchase Commitment. (a) On TTG hereby agrees that it shall not, and shall cause its Affiliates not to purchase from the date Company any of the filing Rights Shares that will be available for purchase by TTG and/or any of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up its Affiliates pursuant to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHCits Basic Subscription Privilege. (b) Subject to the terms, conditions and limitations of this Agreement If and to the availability extent that Rights Shares are not purchased by the Company's stockholders pursuant to the exercise of Shares after purchases made in Rights (such shares that are not purchased, the Subscription Offering"Unsubscribed Shares"), the Standby Purchaser agrees Purchasers hereby agree to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchasers, at the Subscription Price, the greater of (i) such Unsubscribed Shares, provided, however, that in no event shall the Standby Purchasers be obligated to purchase a number of Unsubscribed Shares as shall result in the sale of Shares in the Offering which exceeds a number equal to the number quotient of Shares at the Minimum of the Valuation Range, or Twenty Million and No/100 Dollars (ii$20,000,000) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in divided by the Subscription Offering, plus Price (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the aggregate maximum number of shares, the "Unsubscribed Shares offered Backstop"). It is acknowledged and agreed that, if and to the extent the Standby Purchasers are required to purchase Unsubscribed Shares pursuant to this subsection (b), TTG shall purchase fifty percent (50%) of the Unsubscribed Shares and the Fursa Managed Accounts shall, on a several but not on a joint and several basis purchase the other fifty percent (50%) of the Unsubscribed Shares, pro rata based on the ownership of the Company Common Stock (as defined in the Offering Merger Agreement) owned by each such Fursa Managed Account as shall result of the Record Date, up to an amount which in the Standby Investor owning 2,800,000 aggregate shall not exceed the Unsubscribed Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”)Backstop. (c) Payment The next Business Day after the Rights Offering Expiration Date, the Company shall deliver to each of the Standby Purchasers a written certification by an executive officer of the Company of either (i) the number of Unsubscribed Shares and the aggregate purchase price (the "Purchase Price") thereof (a "Purchase Notice") or (ii) in the absence of any Unsubscribed Shares, of the fact that there are no Unsubscribed Shares and that the commitment to subscribe for the Purchased Unsubscribed Shares shall be made by is terminated (a "Satisfaction Notice"). (d) Provided that a Purchase Notice has been delivered to each of the Standby PurchaserPurchasers, on the Closing Dateday of the consummation of the transactions contemplated by the Merger Agreement (the "Merger Closing"), against delivery of certificates or a book entry statement evidencing each Standby Purchaser shall deliver to the Purchased Shares, in United States dollars Company by means of a wire transfer of immediately available funds to funds, the escrow account Purchase Price for the Offeringsapplicable number of Unsubscribed Shares that such Standby Purchaser is obligated to purchase pursuant to Section 2(b). (e) Notwithstanding anything else contained in this Agreement, and except as it may be required in connection with the execution, delivery and performance of this Agreement, the Shareholders Agreement, the Merger Agreement and the transactions contemplated thereby, Fursa, the Fursa Managed Accounts and TTG shall not take any action that would require them to collectively file a Schedule 13D as a result of forming a "group" pursuant to Rule 13d-5(b)(l) of the Exchange Act).

Standby Purchase Commitment. (a) On the date Each of the filing of Standby Purchasers and the Registration Statement, the Additional Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to each of the Community OfferingStandby Purchasers and the Additional Standby Purchaser, at the Subscription Price, all of the greater New Shares that will be available for purchase by each of the Standby Purchasers and the Additional Standby Purchaser pursuant to its Basic Subscription Privilege. (ib) The Standby Purchasers and the Additional Standby Purchaser hereby agree to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchasers and the Additional Standby Purchaser, at the Subscription Price, any and all New Shares if and to the extent such number shares are not purchased by the Company’s stockholders (the “Unsubscribed Shares”) pursuant to the exercise of Rights. It is understood and agreed that, if and to the extent that the Standby Purchasers and the Additional Standby Purchaser are required to purchase Unsubscribed Shares pursuant to this subsection (b), Tontine shall purchase 54% of the Unsubscribed Shares, Lxxx Mxxxx shall purchase 36% of the Unsubscribed Shares and the Additional Standby Purchaser shall purchase 10% of the Unsubscribed Shares, provided that if the Additional Standby Purchaser does not purchase such Unsubscribed Shares, Tontine shall purchase 60% of the Unsubscribed Shares and Lxxx Mxxxx shall purchase 40% of the Unsubscribed Shares, provided, further, that Tontine, Lxxx Mxxxx and the Additional Standby Purchaser reserve the right to agree among themselves to reallocate the percentage of the Unsubscribed Shares that they shall each purchase so long as shall result in they purchase 100% of the sale of Unsubscribed Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”)aggregate. (c) The Standby Purchasers hereby agree to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchasers, at the Subscription Price, between 11,111,111 and 16,666,667 shares of Common Stock (the “Additional Subscription Shares”) in accordance with the Term Sheet. It is understood and agreed that Tontine shall purchase 60% of the Additional Subscription Shares and Lxxx Mxxxx shall purchase 40% of the Additional Subscription Shares, provided that Tontine and Lxxx Mxxxx reserve the right to agree between each other to reallocate the percentage of the Additional Subscription Shares that they shall each purchase so long as Tontine and Lxxx Mxxxx purchase 100% of the Additional Subscription Shares in the aggregate. (d) Notwithstanding anything else contained in this Agreement, none of Tontine, Lxxx Mxxxx or the Additional Standby Purchaser shall acquire Securities hereunder which would result in it or any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which it is a member owning (i) 30% or more of the issued and outstanding shares of Common Stock on fully diluted basis without the requisite prior written consent of the Company’s lenders under the Credit Agreement or (ii) greater than 50% of the issued and outstanding shares of Common Stock. If either Standby Purchaser would otherwise exceed such maximum number of shares, such excess shall be purchased by the other Standby Purchaser. If the Additional Standby Purchaser would otherwise exceed such maximum number of shares, such excess shall be purchased 60% by Tontine and 40% by Lxxx Mxxxx. (e) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made by the Standby Purchasermade, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities, in United States dollars by means of certified or cashier’s checks, bank drafts, money orders or wire transfers. (f) If the number of Unsubscribed Shares and Additional Subscription Shares which Lxxx Mxxxx is entitled to purchase hereunder at the Closing has an aggregate Subscription Price of less than $25,000,000, Tontine agrees, upon request from Lxxx Mxxxx, to allocate to Lxxx Mxxxx a wire transfer portion of immediately available funds the Securities it is entitled to the escrow account for the Offeringspurchase so that Lxxx Mxxxx’x aggregate Subscription Price equals $25,000,000.

Standby Purchase Commitment. (a) On the date Each of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser Purchasers hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to each of the Community OfferingStandby Purchasers, at the Subscription Price, all of the greater of (i) New Shares that will be available for purchase by the Standby Purchaser pursuant to its Basic Subscription Privilege, if applicable. Each Standby Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the Over-Subscription Privilege to which such number of Shares as shall result Standby Purchaser and its Affiliates would otherwise be entitled in the sale Rights Offering, if applicable. (b) If and to the extent New Shares are not purchased by the Company’s other shareholders (the “Unsubscribed Shares”) pursuant to the exercise of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchasers shall be deemed to have exercised such Rights immediately prior to the expiration of the Rights Offering, if applicable, and shall be obligated and hereby agrees to purchase 181,818 Unsubscribed Shares in from the Offering Company, and the Company hereby agrees to sell to the Standby Purchasers, at the Subscription Price. The Standby Purchasers understand and jointly and severally agree that, if and to the extent that there are Unsubscribed Shares available for purchase pursuant to this Section 2, then the Standby Purchasers shall, on the Closing Date, purchase Unsubscribed Shares equal to a total investment of $499,999.50 (representing 181,818 Unsubscribed Shares); provided, that the Standby Purchasers and the Company hereby acknowledge and agree that the Company has entered into, or contemplates entering into, one or more other Standby Purchase Agreements with certain other parties; provided, further, if the number of Unsubscribed Shares at is less than the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such aggregate number of Shares, that when added Unsubscribed Shares agreed to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Companybe purchased by all standby purchasers, the Standby Purchaser may purchase such additional Shares above Common Stock available for issuance to standby purchasers shall be allocated as nearly as possible on a pro rata basis among all standby purchasers based upon the maximum number of Shares offered in Common Stock agreed to be purchased by each such standby purchaser, after giving effect to the Offering as limitations set forth herein. In no event shall result in the Standby Investor owning 2,800,000 Shares (Purchasers be entitled to purchase shares of Common Stock in excess of the number of Shares purchased by shares of Common Stock that would result in any of the Standby Purchaser are referred Purchasers becoming beneficial owners (within the meaning of Section 13(d)(3) of the Exchange Act) of 9.9% of the issued and outstanding shares of Common Stock after giving effect to herein as the “Purchased Shares”)Standby Purchaser’s purchase of New Shares under the Basic Subscription Privilege, Unsubscribed Shares and shares of Common Stock pursuant to a guaranteed minimum investment provided for in this Agreement. (c) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to Standby Purchaser, in United States dollars by means of federal funds checks or a wire transfer of immediately available funds to an account designated by the escrow account for the OfferingsCompany.

Standby Purchase Commitment. 3.1. Within one (1) Business Day of the Expiration Date (the “Notification Date”), the Debtors hereby agree and undertake to give each Investor and their counsel by .pdf format through electronic mail a certification by an executive officer of the Debtors of either (i) in the event that there are Unsubscribed Rights, (w) the number of NewCo Common Interests elected to be purchased by the Offering Participants pursuant to validly exercised Rights, (x) the aggregate Purchase Price thereof, (y) the number of Unsubscribed Rights, and (z) the number of NewCo Common Interests associated with the Unsubscribed Rights and the aggregate Purchase Price (the “Unsubscribed Rights Purchase Price”) thereof (a “Purchase Notice”) or (ii) in the absence of any Unsubscribed Rights, the fact that there are no Unsubscribed Rights and that the commitment set forth in Section 3.2 is terminated (a “Satisfaction Notice”). 3.2. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations, warranties and covenants set forth in this Agreement, each Investor (or InvestorCo), as to clause (a) On below, is hereby given the date exclusive right, severally and not jointly, to subscribe for and purchase, and as to clause (b) below, agrees, severally and not jointly, to subscribe for and purchase (or to cause InvestorCo to subscribe for and purchase), in each case, in the respective amounts set forth on Schedule 3.2 attached hereto, and the Debtors agree to cause NewCo to sell and issue: (a) for the Purchase Price, the full amount of NewCo Common Interests each Investor may purchase pursuant to the exercise of the filing Rights distributed to such Investor under the Plan (the “Investors Rights”) on account of the Registration StatementCertificates held by each Investor as of the Distribution Date (or, to the extent that (i) Rights have been distributed to InvestorCo on account of the Investors’ Certificates contributed to InvestorCo prior to the Distribution Date or (ii) Investors Rights have been contributed to InvestorCo prior to the Expiration Date, for the Purchase Price, the Standby Purchaser shall full amount of NewCo Common Interests InvestorCo may purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue pursuant to the Standby Purchaserexercise of such Rights); and (b) for the Purchase Price, the Exchangeable NoteNewCo Common Interests associated with the Unsubscribed Rights as set forth in the Purchase Notice sent to such Investor (the “Standby Purchase Commitment,” and together with the Investment, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC“Investment Transactions”). 3.3. The Standby Purchaser Investors (or InvestorCo) shall pay the purchase price for Unsubscribed Rights Purchase Price and any unpaid portion of the Exchangeable Note Purchase Price of the Investors Rights to FLMHC NewCo by a wire transfer of immediately available funds as and when Advances (as defined in on or before the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHCEffective Date. (b3.4. In the event the Rights Offering is terminated or otherwise not effectuated and becomes null and void pursuant to Section 4.2(b)(ii) Subject to of the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription OfferingPlan, the Standby Purchaser agrees Investors’ and InvestorCo’s commitment to purchase from the Company in the Community Offering, at the Subscription PriceUnsubscribed Rights shall be null and void. In such event, the greater Investment Transactions shall be effectuated solely through the Investment and the Investors’ (or InvestorCo’s) direct purchase of NewCo Common Interests provided for in Section 1 hereof, such that the Debtors shall cause NewCo to sell and issue to InvestorCo NewCo Common Interests representing 100% of the NewCo Common Interests outstanding after the Effective Date of the Plan in exchange for the Investment Consideration consisting of InvestorCo’s (i) such number payment of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or three hundred twenty million dollars ($320,000,000) and (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result contribution of the exchange Certificates held by each of the Exchangeable NoteInvestors as set forth in Schedule 1.2a (which Certificates are currently contemplated to be contributed to InvestorCo prior to the Expiration Date), which is subject to adjustment as set forth in Section 1.3. Each Investor shall be responsible, on a several basis, to pay or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum cause InvestorCo to pay its portion of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”)consideration set forth on Schedule 1.2. (c) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offerings.

Standby Purchase Commitment. (a) On the date Each of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser Purchasers hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to each of the Community OfferingStandby Purchasers, at the Subscription Price, the greater of (i) such number of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum all of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result Units that will be available for purchase by each of the exchange of the Exchangeable Note), or Standby Purchasers pursuant to its Basic Subscription Privilege. (Bb) such number of Shares, that when added The Standby Purchasers hereby agree to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering purchase from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, and the Company hereby agrees to sell to the Standby Purchaser may purchase Purchasers, at the Subscription Price, any and allUnits if and to the extent such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares shares are not purchased by the Standby Purchaser are referred to herein as Company’s stockholders (the “Purchased SharesUnsubscribed Units”)) pursuant to the exercise of Rights. (c) Notwithstanding anything else contained in this Agreement, the Standby Purchasers shall not acquire Securities hereunder which would result in it or any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which it is a member owning: (i) 20% or more of the issued and outstanding shares of Common Stock on fully diluted basis without the requisite prior written consent of the Company or (ii) greater than 35% of the issued and outstanding shares of Common Stock. If the Standby Purchasers would otherwise exceed such maximum number of shares, such excess shall either be: (i) purchased by another Standby Purchaser; or (ii) the Company and the Standby Purchasers may elect to waive the above-referenced percentage limitations. (d) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made by the Standby Purchasermade, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities, in United States dollars by means of a certified or cashier’s checks, bank drafts, money orders or wire transfer of immediately available funds to the escrow account for the Offeringstransfers.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the The Standby Purchaser shall hereby agrees to purchase from FLMHC at a price of up to $2,000,000the Company, and FLMHC shall issue the Company hereby agrees to sell to the Standby Purchaser, at the Exchangeable Note, and FLMHC shall deliver to Subscription Price New Shares that will be available for purchase by the Standby Purchaser the original Exchangeable Note executed by FLMHCpursuant to its Basic Subscription Privilege. The Standby Purchaser shall pay agrees not to exercise, and to cause its Affiliates not to exercise, the purchase price for the Exchangeable Note Over-Subscription Privilege to FLMHC by a wire transfer of immediately available funds as which such Standby Purchaser and when Advances (as defined its Affiliates would otherwise be entitled in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHCRights Offering. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the The Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser, at the Subscription Price, the greater of (i) such number of up to [Maximum Amount] Standby Shares as shall result that remain available in the sale Rights Offering after the issuance of Shares all shares of Common Stock validly subscribed for through the exercise of Rights, including the exercise of all Over-Subscription Privileges (other than Standby Purchasers), in the Rights Offering equal to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are remaining shares being hereinafter referred to herein as the “Purchased Unsubscribed Shares”). (c) In the event there is not a sufficient number of Unsubscribed Shares remaining upon completion of the Rights Offering (including the exercise of all Over-Subscription Privileges, other than Standby Purchasers) to allow the Standby Purchaser to purchase the Minimum Shares, subject to the maximum number of shares of Common Stock being offered for sale in the Rights Offering as set forth in the Registration Statement, Standby Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price and otherwise in accordance with this Agreement, sufficient Additional Shares so that the Standby Purchaser shall have purchased the Minimum Shares. Provided, however, that in no event shall the Standby Purchaser be entitled to purchase Additional Shares in excess of the number of shares of Common Stock that would result in the Standby Purchaser becoming a beneficial owner (within the meaning of Section 13(d)(3) of the Exchange Act) of % of the issued and outstanding shares of Common Stock after giving effect to the Stock Offerings. (d) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to the Standby Purchaser, in United States dollars by means of a certified or cashier’s check, bank draft, money order or wire transfer transfer. (e) The Standby Purchaser and the Company acknowledge and agree that the Company has entered into, or contemplates entering into, one or more other Standby Purchase Agreements with certain other parties on terms substantially similar to this Agreement, except that they may provide for the purchase of immediately a different maximum number of Standby Shares and a different number of Minimum Shares as set forth in Section 2(c). The Unsubscribed Shares available funds for issuance to Standby Purchasers and any Additional Shares that the Company shall have elected to issue shall be allocated (to the escrow account extent any allocation thereof is necessary) as nearly as possible on a pro rata basis among the Standby Purchasers based upon the number of Standby Shares subscribed for by each such Standby Purchaser, after giving effect to the Offeringslimitation set forth in Section 2(c).

Standby Purchase Commitment. (ai) On If and to the date extent Unsubscribed Shares are not purchased by the Company’s other stockholders pursuant to the exercise of Rights (including the filing of Basic Subscription Privilege and the Registration StatementOver-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall purchase from FLMHC at a price of up be deemed to $2,000,000, and FLMHC shall issue have exercised such Rights immediately prior to the Standby Purchaser, expiration of the Exchangeable Note, Rights Offering and FLMHC shall deliver be entitled to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser, at the Subscription Price, all such remaining New Shares, subject to a maximum total commitment (including any Rights it may exercise pursuant to its Basic Subscription Privilege, Over-Subscription Privilege and this Agreement) of $17,250,000.00 and subject to proration among the greater of Standby Purchaser and the other standby purchasers as set forth in Section 2(a)(ii) below. (iii) such The Standby Purchaser and the Company acknowledge and agree that the Company has entered into, or contemplates entering into, other standby purchase agreements with certain other parties on terms substantially similar to this Agreement, except that they provide for a different number of New Shares committed to be purchased by the other standby purchasers. The New Shares available for issuance to the Standby Purchaser and the other standby purchasers shall be allocated (to the extent any allocation thereof is necessary) as shall result in nearly as possible on a pro rata basis among the sale of Shares in Standby Purchaser and the Offering equal to other standby purchasers based upon the number of New Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added committed to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares be purchased by the Standby Purchaser are referred to herein as and the “Purchased Shares”)other standby purchasers. Appendix II sets forth the names of the other standby purchasers and their maximum total commitment amounts. (ciii) Payment The Standby Purchaser and the Company hereby agree that it is the intent of the purchase price for the Purchased Shares shall be made by both parties that the Standby Purchaser, on by virtue of acting hereunder, shall not be deemed an “underwriter” within the Closing Datedefinition of Section 2(a)(11) of the Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 15 of the Exchange Act, against delivery and the Standby Purchaser and Company shall in the fulfillment of certificates or a book entry statement evidencing the Purchased Shares, their obligations hereunder act in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offeringsaccordance with this mutual understanding.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser, at the Subscription Price, all of the greater of (i) such number of New Shares as shall result that will be available for purchase by the Standby Purchaser pursuant to its Basic Subscription Privilege, if applicable. The Standby Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the Over-Subscription Privilege to which the Standby Purchaser and its Affiliates would otherwise be entitled in the sale of Shares in the Offering equal Rights Offering, if applicable. (b) If and to the number extent New Shares are not purchased by the Company’s other shareholders (the “Unsubscribed Shares”) pursuant to the exercise of Shares at Rights (including the Minimum Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Valuation RangeRights Offering and shall be entitled to and hereby agrees to purchase from the Company, or (ii) at least and the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added Company hereby agrees to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than sell to the Standby Purchaser, at the Subscription Price, such Standby Purchasers pro rata share of all such remaining New Shares. It is understood and agreed that, if and to the extent that the Standby Purchaser is required to purchase Unsubscribed Shares pursuant to this Section 2, then the Standby Purchaser shall equal purchase such Unsubscribed Shares up to a maximum investment of $469,999.75; provided, that the Standby Purchaser and the Company hereby acknowledge and agree that the Company has entered into, or contemplates entering into, one or more other Standby Purchase Agreements with certain other parties; provided, further, if the number of Unsubscribed Shares at is less than the Maximum aggregate number of the Valuation Range in the Offering. With the consent of the CompanyUnsubscribed Shares agreed to be purchased by all Standby Purchasers, the Common Stock available for issuance to Standby Purchaser may purchase such additional Shares above Purchasers shall be allocated as nearly as possible on a pro rata basis among all Standby Purchasers based upon the maximum number of Shares offered in Common Stock agreed to be purchased by each such Standby Purchaser, after giving effect to the Offering as limitations set forth herein. In no event shall result in the Standby Investor owning 2,800,000 Shares (Purchasers be entitled to purchase shares of Common Stock in excess of the number of Shares purchased by shares of Common Stock that would result in any of the Standby Purchaser are referred Purchasers becoming beneficial owners (within the meaning of Section 13(d)(3) of the Exchange Act) of 9.9% of the issued and outstanding shares of Common Stock after giving effect to herein as the “Purchased Shares”)Standby Purchasers’ purchase of New Shares under the Basic Subscription Privilege, Unsubscribed Shares and shares of Common Stock pursuant to a guaranteed minimum investment provided for in this Agreement. (c) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to Standby Purchaser, in United States dollars by means of federal funds checks or a wire transfer of immediately available funds to an account designated by the escrow account for the OfferingsCompany.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, terms and conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription OfferingAgreement, the Standby Purchaser agrees to purchase from the Company in the Community OfferingHoldCo, at the Subscription Price, the greater number of shares of Common Stock of HoldCo equal to the difference between (i) such number of Shares as shall result in the sale of Shares in the Offering equal to Minimum and (ii) the number of Shares at the Minimum shares of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares Common Stock subscribed for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the “Mandatory Standby Purchaser are referred to herein as the “Purchased Shares”). (cb) Payment of If the purchase price for the Purchased Shares shall be made by Initial Standby Ownership Percentage is equal to or less than 50%, the Standby PurchaserPurchaser shall have the option to purchase such number of additional shares of Common Stock at the Subscription Price (the “Optional Standby Shares”, on and together with the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Mandatory Standby Shares, the “Standby Shares”), such that the Final Standby Ownership Percentage is equal to or less than 51%; provided, however, that in United States dollars by means no event may the Standby Purchaser purchase a number of shares of Common Stock that, together with the number of shares of Common Stock sold in the Subscription Offering, would exceed the Offering Maximum. As used herein, the “Initial Standby Ownership Percentage” shall mean the quotient, (i) the numerator of which equals the number of Mandatory Standby Shares and (ii) the denominator of which equals the sum of (x) the total number of shares of Common Stock of HoldCo subscribed for in the Subscription Offering, and plus (y) the number of Mandatory Standby Shares; and the “Final Standby Ownership Percentage” shall mean a wire transfer quotient, (i) the numerator of immediately available funds to which equals the escrow account number of Standby Shares and (ii) the denominator of which equals the sum of (A) the total number of shares of Common Stock of HoldCo subscribed for in the OfferingsSubscription Offering, and plus (B) the number of Standby Shares.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the each Xxxxxxx-Xxxxx Standby Purchaser agrees to purchase from the Company in the Community OfferingCompany, at the Subscription Price, the greater of (i) such number of Shares as shall result in the sale of Shares in the Offering equal up to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) set forth opposite such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Xxxxxxx-Xxxxx Standby Purchaser, shall equal ’s name on the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Companysignature page hereto (together, the “Maximum Standby Purchaser Purchase Commitment”) as may purchase be determined pursuant to Sections 2(b) and 2(c) hereof (such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as being the “Purchased Shares”). (b) The number of Shares to be sold by the Company to the Xxxxxxx-Xxxxx Standby Purchasers pursuant to this Agreement and to the Other Standby Purchasers pursuant to purchase agreements nearly identical to this Agreement (the “Other Purchase Agreements”) shall be 1,400,000 (the “Aggregate Maximum Standby Purchase Commitment”). (c) Subject to the terms of this Agreement, if the number of Unsubscribed Shares is (i) equal to or greater than the Aggregate Maximum Standby Purchase Commitment, then (A) the Clinton Standby Purchasers jointly and severally agree to purchase from the Company a number of Shares equal to the Clinton Maximum Standby Purchase Commitment at the Subscription Price per Share and (B) the Flood Standby Purchasers jointly and severally agree to purchase from the Company a number of Shares equal to the Flood Maximum Standby Purchase Commitment at the Subscription Price per Share, or (ii) greater than zero but less than the Aggregate Maximum Standby Purchase Commitment, then (A) the Clinton Standby Purchasers jointly and severally agree to purchase from the Company, at the Subscription Price per Share, a number of Unsubscribed Shares equal to (x) if the total of the Maximum Standby Purchase Commitments of the Xxxxxxx-Xxxxx Standby Purchasers is an amount greater than the Unsubscribed Shares, the product of (I) the proportion of the total of the Maximum Standby Purchase Commitments of the Clinton Standby Purchasers represented by such Clinton Standby Purchaser’s Maximum Standby Purchase Commitment, expressed as a fraction, multiplied by (II) the number of Unsubscribed Shares, or (y) in any other case under this clause (ii), such Clinton Standby Purchaser’s Maximum Standby Purchase Commitment; (B) concurrently, the Flood Standby Purchasers jointly and severally agree to purchase from the Company, at the Subscription Price per Share, a number of Unsubscribed Shares equal to (x) if the total of the Maximum Standby Purchase Commitments of the Xxxxxxx-Xxxxx Standby Purchasers is an amount greater than the Unsubscribed Shares, the product of (I) the proportion of the total of the Maximum Standby Purchase Commitments of the Flood Standby Purchasers represented by such Flood Standby Purchaser’s Maximum Standby Purchase Commitment, expressed as a fraction, multiplied by (II) the number of Unsubscribed Shares, or (y) in any other case under this clause (ii), such Flood Standby Purchaser’s Maximum Standby Purchase Commitment; following which purchase the number of Unsubscribed Shares shall be reduced by the number of Shares purchased by the Xxxxxxx-Xxxxx Standby Purchasers under clauses (A) and (B) of this Section 2(c)(ii); and (C) if, following the purchase of Shares by the Xxxxxxx-Xxxxx Standby Purchasers pursuant to clauses (A) and (B) of this Section 2(c)(ii), the number of Unsubscribed Shares is greater than zero, then each of the Other Standby Purchasers agrees to purchase from the Company at the Subscription Price per Share a number of Shares equal to the product of (x) the number of Unsubscribed Shares and (y) the quotient obtained by dividing the (I) their respective Maximum Standby Purchase Commitment by (II) the difference between the Aggregate Maximum Standby Purchase Commitment and the Maximum Standby Purchase Commitment of the Xxxxxxx-Xxxxx Standby Purchasers. (d) Payment of the purchase price Subscription Price for the Purchased Shares shall be made by the Standby Purchasermade, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offeringsfunds.

Standby Purchase Commitment. (ai) On If and to the date extent Unsubscribed Shares are not purchased by the Company’s shareholders pursuant to the exercise of Rights (including both the filing of Basic Subscription Privilege and the Registration StatementOver-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall be deemed to have exercised such remaining Rights immediately prior to the expiration of the Rights Offering and shall be entitled to, and hereby agrees to, purchase from FLMHC at a price of up to $2,000,000the Company, and FLMHC shall issue the Company hereby agrees to sell to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, all such remaining Unsubscribed Shares. The Standby Purchaser also hereby agrees to exercise all of its Basic Subscription Privileges and Over-Subscription Privileges in full. Notwithstanding the greater of (i) such number of foregoing, the Company shall not be required to issue any New Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, and the Standby Purchaser shall equal not be required to purchase such New Shares, to the number extent the issuance and sale of such New Shares at would require the Maximum of approval (the Valuation Range in the Offering. With the consent “Approvals”) of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser ’s shareholders or any bank regulatory or other governmental authority under applicable law. If any Approvals are referred to herein as the “Purchased Shares”). (c) Payment of the purchase price required for the Purchased issuance and sale of any New Shares shall be made by to the Standby Purchaser, on then the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds Company shall be required to sell to the escrow account for Standby Purchaser, and the OfferingsStandby Purchaser shall be required to purchase from the Company hereunder, only such number of New Shares as may be sold to the Standby Purchaser without obtaining the Approvals. (ii) The Standby Purchaser and the Company hereby agree that it is the intent of both parties that the Standby Purchaser, by virtue of acting hereunder, shall not be deemed an “underwriter” within the definition of Section 2(a)(11) of the Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 15 of the Exchange Act, and the Standby Purchaser and Company shall in the fulfillment of their obligations hereunder act in accordance with this mutual understanding.

Standby Purchase Commitment. (a) On the date Each of the filing Standby Purchasers hereby agrees and agrees to cause any of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees its Affiliates to purchase from the Company, and the Company in hereby agrees to sell to each of the Community OfferingStandby Purchasers and any such Affiliates, at the Subscription Price, all of the greater of New Shares that will be available for purchase by each such person pursuant to its Basic Subscription Privilege and Over-Subscription Privilege. (ib) such number of Shares as shall result in the sale of Shares in the Offering equal If and to the number extent New Shares are not purchased by the Company’s other shareholders (the “Unsubscribed Shares”) pursuant to the exercise of Shares at Rights (including the Minimum Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchasers shall be deemed to have exercised such Rights immediately prior to the expiration of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added Rights Offering and shall be entitled to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering and hereby agree to purchase from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, and the Company hereby agrees to sell to the Standby Purchaser may Purchasers, at the Subscription Price, all such Unsubscribed Shares; provided, however, it is understood and agreed that, if and to the extent that the Standby Purchasers are required to purchase such Unsubscribed Shares pursuant to this Section 2, then the first 700,000 Unsubscribed Shares shall be allocated 20% to MLP and 80% to LCC, and any additional Unsubscribed Shares above the maximum number of Shares offered shall be allocated 50% to MLP and 50% to LCC, provided that MLP shall not be allocated in the Offering as shall result in aggregate (including shares purchased pursuant to its Basic Subscription Privilege and Over-Subscription Privilege more than 580,000 shares. The obligations of the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”)Purchasers shall be several and not joint. (c) To guarantee a minimum participation of the Standby Purchasers, the Company agrees to grant to Standby Purchasers, options (the “Options”), exercisable only in the event that there were fewer than 700,000 Unsubscribed Shares, to purchase, at the Subscription Price, up to a number of additional shares of Common Stock (the “Additional Shares”) such that the Standby Purchasers have purchased an aggregate of 700,000 shares pursuant to this Section 2(b) and 2(c). However, in no event shall the shares acquired by MLP by virtue of (a), (b) and (c) hereof together with its existing position of Common Stock exceed 4.9% of the Company’s Common Stock. The Options for Additional Shares shall be apportioned 20% to MLP and 80% to LCC. Either Standby Purchaser shall have the right, pursuant to its Options, to purchase up to the total Additional Shares not purchased by the other Standby Purchaser. Each Standby Purchaser must indicate its decision to exercise its Options in whole or in part on failure of the other Standby Purchaser to exercise its Options to purchase Additional Shares by notice in writing to the Company prior to the expiration of the Rights Offering. (d) The Company’s obligation to sell and deliver the Securities to the Standby Purchasers shall be contingent on each Standby Purchaser’s performance of its obligations under this Agreement. (e) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the each Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to each Standby Purchaser, in United States dollars by means of a certified or cashier’s checks, bank drafts, money orders or wire transfer of immediately available funds to the escrow account for the Offeringstransfers.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser or any of its designees, at the Subscription Price, the greater of (i) such number of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum all of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result Units that will be available for purchase by each of the exchange of Standby Purchaser pursuant to its Basic Subscription Privilege. (b) The Standby Purchaser hereby agrees to purchase from the Exchangeable Note)Company, or (B) such number of Shares, that when added and the Company hereby agrees to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than sell to the Standby Purchaser, shall equal the number of Shares at the Maximum of Subscription Price, any and all Units if and to the Valuation Range in the Offering. With the consent of extent such Units are not purchased by the Company, ’s stockholders (the “Unsubscribed Units”) pursuant to the exercise of Rights. Notwithstanding the foregoing the Company and the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by reasonably expect that the Standby Purchaser are referred will not be required under this Agreement to herein as the “Purchased Shares”)purchase Unsubscribed. Units in an amount in excess of $150,000. (c) Notwithstanding anything else contained in this Agreement, the Standby Purchaser shall not acquire Securities hereunder which would result in it or any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which it is a member owning: (i) 20% or more of the issued and outstanding shares of Common Stock on fully diluted basis without the requisite prior written consent of the Company or (ii) greater than 35% of the issued and outstanding shares of Common Stock. If the Standby Purchaser would otherwise exceed such maximum number of shares, such excess shall either be: (i) purchased by another Standby Purchaser; or (ii) the Company and the Standby Purchaser may elect to waive the above-referenced percentage limitations. (d) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made by the Standby Purchasermade, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities, in United States dollars by means of a certified or cashier’s checks, bank drafts, money orders or wire transfer of immediately available funds to the escrow account for the Offeringstransfers.

Standby Purchase Commitment. (a) On Subject to the date of the filing of the Registration Statementsecond sentence in Section 2(b) below, the Standby Purchaser shall hereby agrees (i) to purchase from FLMHC at a price of up to $2,000,000the Company, and FLMHC shall issue the Company hereby agrees to sell to the Standby Purchaser, at the Exchangeable NoteSubscription Price, and FLMHC shall deliver to all of the New Shares that will be available for purchase by the Standby Purchaser pursuant to its Basic Subscription Right (“Basic Shares”) and (ii) the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay agrees not to exercise, and to cause its Affiliates not to exercise, the purchase price for the Exchangeable Note Over-Subscription Privilege to FLMHC by a wire transfer of immediately available funds as which such Standby Purchaser and when Advances (as defined its Affiliates would otherwise be entitled in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHCRights Offering. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offeringfollowing sentence, the Standby Purchaser hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to the Community OfferingStandby Purchaser, at the Subscription Price, 50% of all of the greater shares of (i) such number of Shares as shall result Common Stock, if any, that remain available in the sale Rights Offering after the issuance of all shares of Common Stock validly subscribed for through the exercise of Rights, including the exercise of all Basic Subscription Rights and Over-Subscription Privileges (such remaining shares being hereinafter referred to as the “Unsubscribed Shares”). Notwithstanding the forgoing, in no event shall the Standby Purchaser be required to purchase Basic Shares or Unsubscribed Shares in the Offering equal to excess of the number of Shares at the Minimum shares of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, Common Stock that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall would result in the Standby Investor owning 2,800,000 Shares Purchaser becoming a beneficial owner for purposes of any bank regulation or law, to collectively be deemed to own, control or have the power to vote securities which (the number assuming, for this purpose only, full conversion and/or exercise of Shares purchased such securities by the Standby Purchaser) would represent more than 9.9% of the Common Stock of the Company outstanding at such time after giving effect to the Stock Offerings. The Unsubscribed Shares to be purchased by Standby Purchaser are referred pursuant to herein this Section 2(b), if any, shall be allocated between Partners and Parallel as the “Purchased Shares”)determined by Standby Purchaser in its sole discretion. (c) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to the Standby Purchaser, in United States dollars by means of a certified or cashier’s checks, bank drafts, money orders or wire transfer of immediately available funds transfers. (d) The Standby Purchaser and the Company acknowledge and agree that the Company has entered into, or contemplates entering into another standby purchase agreement with another party on terms substantially similar to the escrow account for the Offeringsthis Agreement.

Standby Purchase Commitment. (a) On The Standby Purchaser hereby agrees to purchase from the date Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, up to shares of Common Stock that remain available for issuance in the Stock Offerings after the issuance of all shares of Common Stock validly subscribed for through the exercise of Rights, including the exercise of all Over-Subscription Privileges, in the Rights Offering (such remaining shares being hereinafter referred to as the “Unsubscribed Shares”). If the Standby Purchaser is an existing shareholder, the Standby Purchaser hereby agrees (i) to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all of the filing New Shares that will be available for purchase by the Standby Purchaser pursuant to its Basic Subscription Privilege (“Basic Shares”) and (ii) the Standby Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the Over-Subscription Privilege to which such Standby Purchaser and its Affiliates would otherwise be entitled in the Rights Offering. (b) In the event there is not a sufficient number of Unsubscribed Shares remaining upon completion of the Rights Offering (including the exercise of all Over-Subscription Privileges) to allow the Standby Purchaser to purchase at least shares pursuant to Section 2(a) (the “Minimum Shares”), subject to the maximum number of shares of Common Stock being offered for sale in the Stock Offerings as set forth in the Registration Statement, the Standby Purchaser shall hereby agrees to purchase from FLMHC at a price of up to $2,000,000the Company, and FLMHC shall issue the Company hereby agrees to sell to the Standby Purchaser, at the Exchangeable NoteSubscription Price and otherwise in accordance with this Agreement, sufficient additional shares so that the Standby Purchaser shall have purchased the Minimum Shares. The shares to be issued and FLMHC shall deliver sold to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of (i) such number of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the New Shares purchased by the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range ) in the Offering. With the consent of the Company, order that the Standby Purchaser may purchase such additional the Minimum Shares above are hereinafter referred to as the maximum “Additional Shares.” Provided, however, that in no event shall the Standby Purchaser be entitled to purchase Additional Shares in excess of the number of Shares offered in the Offering as shall shares of Common Stock that would result in the Standby Investor owning 2,800,000 Shares Purchaser becoming a beneficial owner (within the number meaning of Shares purchased by Section 13(d)(3) of the Standby Purchaser are referred Exchange Act) of 5.0% of the issued and outstanding shares of Common Stock after giving effect to herein as the “Purchased Shares”)Stock Offerings. (c) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to the Standby Purchaser, in United States dollars by means of certified or cashier’s checks, bank drafts, money orders or wire transfers. (d) The Standby Purchaser and the Company acknowledge and agree that the Company has entered into, or contemplates entering into, one or more other Standby Purchase Agreements with certain other parties on terms substantially similar to this Agreement, except that they may provide for the purchase of a wire transfer different number of immediately Basic Shares, a different maximum number of Unsubscribed Shares and a different number of Minimum Shares. The Unsubscribed Shares available funds for issuance to the escrow account Standby Purchasers and any Additional Shares that the Company shall have elected to issue shall be allocated (to the extent any allocation thereof is necessary) as nearly as possible on a pro rata basis among the Standby Purchasers based upon the number of Securities subscribed for by each such Standby Purchaser, after giving effect to the Offeringslimitation set forth in Section 2(b).

Standby Purchase Commitment. (a) On NFI hereby agrees and undertakes to give each of the Investors by facsimile transmission the certification by an executive officer of NFI of either (i) the number of New Shares elected to be purchased by Eligible Holders pursuant to validly exercised Rights, the aggregate Exercise Price therefor, the number of Unsubscribed Shares and the aggregate Exercise Price for such Unsubscribed Shares (a "Purchase Notice") or (ii) in the absence of any Unsubscribed Shares, the fact that there are no Unsubscribed Shares and that the commitment set forth in Section 2(c) is terminated (a "Satisfaction Notice") as soon as practicable after the Expiration Time and, in any event, within two (2) Business Days after the Expiration Time (the date of the filing transmission of the Registration Statementconfirmation of a Purchase Notice or a Satisfaction Notice, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC"Determination Date"). (b) Subject No later than twelve noon, New York City time, on the second Business Day immediately following the Expiration Time, NFI will provide a Purchase Notice or a Satisfaction Notice to each of the Investors as provided in clause (a) of this Section 2, setting forth a true and accurate determination of the aggregate number of Unsubscribed Shares, if any; provided, that on the Closing Date, on the terms and subject to the termsconditions in this Agreement, conditions the Investors will purchase, and limitations NFI will sell, only such number of this Agreement Unsubscribed Shares as are listed in the Purchase Notice, without prejudice to the rights of the Investors or NFI to seek later an upward or downward adjustment if the number of Unsubscribed Shares in such Purchase Notice is inaccurate. (c) The Investors hereby agree (severally and not jointly) to purchase from NFI on the Closing Date (in accordance with the percentages set forth in the immediately succeeding sentence), and NFI hereby agrees to sell to the Investors on the Closing Date (in accordance with the percentages set forth in the immediately succeeding sentence), at the Exercise Price, any and all New Shares if and to the availability of extent such New Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of (i) such number of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares are not purchased by the Standby Purchaser Eligible Holders (the "Unsubscribed Shares") pursuant to the exercise of Rights. If and to the extent that the Investors are required to purchase Unsubscribed Shares pursuant to this Section 2(c), MassMutual shall purchase 50% of the Unsubscribed Shares and Jefferies shall purchase 50% of the Unsubscribed Shares (with the allocation among the Investors included in the term "Jefferies" to be made in proportion to their respective purchases of Series D-1 Preferred Shares pursuant to the Purchase Agreement). The Unsubscribed Shares which each of the Investors is required to purchase pursuant to this Section 2(c) are referred to herein as the “Purchased Shares”). (c) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offerings.such Investor's

Standby Purchase Commitment. (a) On The Standby Purchaser hereby agrees to purchase from the date Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, up to _________ shares of Common Stock that remain available for issuance in the Stock Offerings after the issuance of all shares of Common Stock validly subscribed for through the exercise of Rights, including the exercise of all Over-Subscription Privileges, in the Rights Offering (such remaining shares being hereinafter referred to as the “Unsubscribed Shares”). If the Standby Purchaser is an existing shareholder, the Standby Purchaser hereby agrees (i) to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all of the filing New Shares that will be available for purchase by the Standby Purchaser pursuant to its Basic Subscription Privilege (“Basic Shares”) and (ii) the Standby Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the Over-Subscription Privilege to which such Standby Purchaser and its Affiliates would otherwise be entitled in the Rights Offering. (b) In the event there is not a sufficient number of Unsubscribed Shares remaining upon completion of the Rights Offering (including the exercise of all Over-Subscription Privileges) to allow the Standby Purchaser to purchase at least shares pursuant to Section 2(a) (the “Minimum Shares”), subject to the maximum number of shares of Common Stock being offered for sale in the Stock Offerings as set forth in the Registration Statement, the Standby Purchaser shall hereby agrees to purchase from FLMHC at a price of up to $2,000,000the Company, and FLMHC shall issue the Company hereby agrees to sell to the Standby Purchaser, at the Exchangeable NoteSubscription Price and otherwise in accordance with this Agreement, sufficient additional shares so that the Standby Purchaser shall have purchased the Minimum Shares. The shares to be issued and FLMHC shall deliver sold to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of (i) such number of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the New Shares purchased by the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range ) in the Offering. With the consent of the Company, order that the Standby Purchaser may purchase such additional the Minimum Shares above are hereinafter referred to as the maximum “Additional Shares.” Provided, however, that in no event shall the Standby Purchaser be entitled to purchase Additional Shares in excess of the number of Shares offered in the Offering as shall shares of Common Stock that would result in the Standby Investor owning 2,800,000 Shares Purchaser becoming a beneficial owner (within the number meaning of Shares purchased by Section 13(d)(3) of the Standby Purchaser are referred Exchange Act) of % of the issued and outstanding shares of Common Stock after giving effect to herein as the “Purchased Shares”)Stock Offerings. (c) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to the Standby Purchaser, in United States dollars by means of certified or cashier’s checks, bank drafts, money orders or wire transfers. (d) The Standby Purchaser and the Company acknowledge and agree that the Company has entered into, or contemplates entering into, one or more other Standby Purchase Agreements with certain other parties on terms substantially similar to this Agreement, except that they may provide for the purchase of a wire transfer different number of immediately Basic Shares, a different maximum number of Unsubscribed Shares and a different number of Minimum Shares. The Unsubscribed Shares available funds for issuance to the escrow account Standby Purchasers and any Additional Shares that the Company shall have elected to issue shall be allocated (to the extent any allocation thereof is necessary) as nearly as possible on a pro rata basis among the Standby Purchasers based upon the number of Securities subscribed for by each such Standby Purchaser, after giving effect to the Offeringslimitation set forth in Section 2(b).

Standby Purchase Commitment. (a) On the date Each of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser Purchasers hereby agrees to purchase from the Company, and the Company in hereby agrees to sell to each of the Community OfferingStandby Purchasers, at the Subscription Price, all of the greater New Shares that will be available for purchase by each of (i) the Standby Purchasers pursuant to its Basic Subscription Privilege. Each Standby Purchaser agrees not to exercise, and to cause its Affiliates not to exercise, the Over-Subscription Privilege to which such number of Shares as shall result Standby Purchaser and its Affiliates would otherwise be entitled in the sale Rights Offering. (b) If and to the extent New Shares are not purchased by the Company’s stockholders (the “Unsubscribed Shares”) pursuant to the exercise of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchasers shall be deemed to have exercised such Rights immediately prior to the expiration of the Rights Offering and shall be entitled to and hereby agree to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchasers, at the Subscription Price, all such New Shares; provided, however, that in no event shall the Standby Purchasers be entitled to purchase Unsubscribed Shares in the Offering equal to excess of the number of Unsubscribed Shares at the Minimum of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall would result in the Standby Investor owning 2,800,000 Shares Purchasers collectively becoming beneficial owners (within the number meaning of Shares purchased by Section 13(d)(3) of the Exchange Act) of 49.9% of the issued and outstanding shares of Common Stock after giving effect to the Standby Purchaser Purchasers’ purchase of New Shares under the Basic Subscription Privilege and Unsubscribed Shares. It is understood and agreed that, if and to the extent that the Standby Purchasers are referred required to herein as purchase Unsubscribed Shares pursuant to this subsection (b), Tontine shall purchase 66 2/3% of such Unsubscribed Shares and Xxxx Xxxxx shall purchase 33 1/3% of such Unsubscribed Shares, and such obligations of the “Purchased Shares”)Standby Purchasers shall be several and not joint. (c) Notwithstanding anything else contained in this Agreement, neither Tontine nor Xxxx Xxxxx shall acquire Securities hereunder which would result in it or any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which it is a member owning (i) 40% or more of the issued and outstanding shares of Common Stock without the requisite prior written consent of the Company’s lenders under the Credit Agreement or (ii) greater than 49.9% of the issued and outstanding shares of Common Stock, in each case, after giving effect to such Standby Purchaser’s purchase of New Shares under the Basic Subscription Privilege and Unsubscribed Shares. If either Standby Purchaser would otherwise exceed such maximum number of shares, such excess shall be purchased by the other Standby Purchaser, to the extent such purchase would not cause the other Standby Purchaser to exceed any of the ownership thresholds specified in this Section 2. (d) Payment of the purchase price Subscription Price for the Purchased Shares Securities shall be made by the Standby Purchasermade, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesSecurities to each Standby Purchaser, in United States dollars by means of a certified or cashier’s checks, bank drafts, money orders or wire transfer of immediately available funds to the escrow account for the Offeringstransfers.

Standby Purchase Commitment. (ai) On If and to the date extent Unsubscribed Shares are not purchased by the Company’s other stockholders pursuant to the exercise of Rights (including the filing of Basic Subscription Privilege and the Registration StatementOver-Subscription Privilege) under the Rights Offering, the each Standby Purchaser shall purchase from FLMHC at a price be deemed to have exercised such Rights immediately prior to the expiration of up the Rights Offering and shall be entitled to $2,000,000and hereby agrees, severally, and FLMHC shall issue to the Standby Purchasernot jointly, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription Offering, the Standby Purchaser agrees to purchase from the Company, and the Company in the Community Offeringhereby agrees to sell to each Standby Purchaser, at the Subscription Price, all such remaining New Shares in accordance with the greater allocations set forth on Schedule I hereto, subject to a maximum total commitment of $7,977,137.77 and subject to proration among each Standby Purchaser and the other standby purchasers as set forth in Section 2(a)(ii) below. The Company hereby agrees that each Standby Purchaser may reallocate the allocations set forth on Schedule I hereto among the other Standby Purchasers executing this Agreement, subject to the maximum total commitment of $7,977,137.77 remaining unchanged. (iii) such Each Standby Purchaser and the Company acknowledge and agree that the Company has entered into, or contemplates entering into, other standby purchase agreements with certain other parties on terms substantially similar to this Agreement and in any case no more favorable to the standby purchaser than the terms of this Agreement, except that they provide for a different number of New Shares committed to be purchased by the other standby purchasers. The New Shares available for issuance to each Standby Purchaser and the other standby purchasers shall be allocated (to the extent any allocation thereof is necessary) as shall result in nearly as possible on a pro rata basis among each Standby Purchaser and the sale of Shares in the Offering equal to other standby purchasers based upon the number of New Shares at committed to be purchased by each Standby Purchaser and the Minimum other standby purchasers. (iii) Each Standby Purchaser and the Company hereby agree that it is the intent of the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, both parties that when added to (x) any Shares for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the each Standby Purchaser, by virtue of acting hereunder, shall equal not be deemed an “underwriter” within the number definition of Shares at the Maximum Section 2(a)(11) of the Valuation Range Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 15 of the Exchange Act, and each Standby Purchaser and Company shall in the Offering. With the consent fulfillment of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered their obligations hereunder act in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”)accordance with this mutual understanding. (c) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offerings.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the Standby Purchaser shall purchase from FLMHC at a price of up to $2,000,000, and FLMHC shall issue to the Standby Purchaser, the Exchangeable Note, and FLMHC shall deliver to the Standby Purchaser the original Exchangeable Note executed by FLMHC. The Standby Purchaser shall pay the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, terms and conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription OfferingAgreement, the Standby Purchaser agrees to purchase from the Company in the Community OfferingHoldCo, at the Subscription Price, the greater number of shares of Common Stock of HoldCo equal to the difference between (i) such number of Shares as shall result in the sale of Shares in the Offering equal to Minimum and (ii) the sum of the number of Shares at shares of Common Stock subscribed for in the Minimum of Subscription Offering and the Valuation Range, or (ii) at least the lesser of: (A) 2,800,000 Shares (including any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, that when added to (x) any Shares shares of Common Stock for which subscriptions have been accepted in the Subscription Offering, plus (y) any Shares for which orders have been are accepted in the Community Offering from other than (the “Mandatory Standby PurchaserShares”); provided, shall equal that the number of Shares at shares of Common Stock for which subscriptions are accepted by Members Mutual from select investors in the Maximum Community Offering shall be no more than the number equal to (i) 1,500,000 minus (ii) the number equal to the sum of the Valuation Range number of shares of Common Stock subscribed for in the Subscription Offering and the number of shares of Common Stock subscribed for by Eligible Employees in the Community Offering. With . (b) If the consent of the CompanyInitial Standby Ownership Percentage is equal to or less than 50%, the Standby Purchaser may shall have the option to purchase such additional Shares above the maximum number of Shares offered additional shares of Common Stock at the Subscription Price (the “Optional Standby Shares”, and together with the Mandatory Standby Shares, the “Standby Shares”), such that the Final Standby Ownership Percentage is equal to or less than 51%; provided, however, that in the Offering as shall result in no event may the Standby Investor owning 2,800,000 Shares (Purchaser purchase a number of shares of Common Stock that, together with the sum of the number of Shares purchased by shares of Common Stock sold in the Standby Purchaser Subscription Offering and the number of shares of Common Stock for which subscriptions are referred to herein as accepted in the Community Offering, would exceed the Offering Maximum. As used herein, the “Purchased Initial Standby Ownership Percentage” shall mean the quotient, (i) the numerator of which equals the number of Mandatory Standby Shares and (ii) the denominator of which equals the sum of (x) the total number of shares of Common Stock of HoldCo subscribed for in the Subscription Offering and the number of shares for which subscriptions are accepted in the Community Offering, and plus (y) the number of Mandatory Standby Shares”); and the “Final Standby Ownership Percentage” shall mean a quotient, (i) the numerator of which equals the number of Standby Shares and (ii) the denominator of which equals the sum of (A) the total number of shares of Common Stock of HoldCo subscribed for in the Subscription Offering and the number of shares for which subscriptions are accepted in the Community Offering, and plus (B) the number of Standby Shares. (c) Payment of the purchase price for the Purchased Shares shall be made by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased Shares, in United States dollars by means of a wire transfer of immediately available funds to the escrow account for the Offerings.

Standby Purchase Commitment. (a) On the date of the filing of the Registration Statement, the The Standby Purchaser shall hereby agrees to purchase from FLMHC at a price of up to $2,000,000the Company, and FLMHC shall issue the Company hereby agrees to sell to the Standby Purchaser, at the Exchangeable NoteSubscription Price, shares of Common Stock in the Standby Offering, if and FLMHC only to the extent that such shares of Common Stock are available after the exercise of the Basic Subscription Privilege. b) Pursuant to the terms and subject to the conditions of this Agreement, the Company hereby grants the Standby Purchaser the right, in connection with the Rights Offering, to purchase up to that number of Shares having an aggregate value equal to the Option Amount at a price per share equal to the Subscription Price. As soon as reasonably practicable following the Expiration Date (“the Notice Date”), the Company shall deliver determine the Option Amount. On the Notice Date, the Company shall provide notice of the Option Amount to the Standby Purchaser. If the Standby Purchaser determines to exercise the Option, it shall give the Company written notice (the “the Standby Purchaser Notice”) of such exercise (including the number of Shares within the Option Amount that the Standby Purchaser elects to purchase) within two business days after receipt by the Standby Purchaser of notice of the Option Amount (the “Option Expiration Date”). The number of Shares that the Standby Purchaser elects to purchase pursuant to the Standby Purchaser Notice is hereinafter referred to as the original Exchangeable Note executed by FLMHC. The “the Standby Purchaser shall pay Option Amount.” At the purchase price for the Exchangeable Note to FLMHC by a wire transfer of immediately available funds as and when Advances (as defined in the Exchangeable Note) are requested in accordance with the terms thereof, to an account designated by FLMHC. (b) Subject to the terms, conditions and limitations of this Agreement and to the availability of Shares after purchases made in the Subscription OfferingClosing, the Standby Purchaser agrees to purchase from the Company in the Community Offering, at the Subscription Price, the greater of (i) such that number of Shares as shall result in the sale of Shares in the Offering equal to the number of Shares Standby Purchaser Option Amount at a price per share equal to the Minimum Subscription Price (it being understood that other stockholders of the Valuation Range, or (ii) at least Company will not be offered the lesser of: (A) 2,800,000 right to purchase Shares (including in respect of any Shares issued as a result of the exchange of the Exchangeable Note), or (B) such number of Shares, Rights that when added to (x) any Shares for which subscriptions have been accepted go unexercised in the Subscription Rights Offering, plus (y) any Shares for which orders have been accepted in the Community Offering from other than the Standby Purchaser, shall equal the number of Shares at the Maximum of the Valuation Range in the Offering. With the consent of the Company, the Standby Purchaser may purchase such additional Shares above the maximum number of Shares offered in the Offering as shall result in the Standby Investor owning 2,800,000 Shares (the number of Shares purchased by the Standby Purchaser are referred to herein as the “Purchased Shares”). (c) Payment of the purchase price for the Purchased Shares shall be made to the Company by the Standby Purchaser, on the Closing Date, against delivery of certificates or a book entry statement evidencing the Purchased SharesCommon Stock purchased by the Standby Purchaser, in United States dollars by means of a certified or cashier’s checks, bank drafts, money orders or wire transfer of immediately available funds to the escrow account for the Offeringstransfers.