Common use of The Transactions Clause in Contracts

The Transactions. Upon the terms and subject to the conditions set forth herein, on the Closing Date, pursuant to the Plan, (a) LGE will purchase from the Company, and the Company will issue to LGE, shares of newly issued common stock, par value $.01 per share, of the Company (the "New Common Stock"), representing 100% of the New Common Stock, in exchange for the forgiveness by LGE of $200 million of LGE claims consisting of (i) unsecured claims for amounts outstanding as of the Closing Date up to $140 million arising out of the delivery of goods to the Company in the ordinary course of business, (ii) a $50 million secured claim pursuant to the Reimbursement Agreement, (iii) an unsecured claim for all servicing fees (the "Technical Service Fees") accrued and unpaid through the Closing Date resulting from LGE's provision of certain technical and other related services to the Company in connection with the Company's research and development activities, (iv) an unsecured claim for guarantee fees accrued and unpaid through the Closing Date payable to LGE under the Reimbursement Agreement and (v) a portion, if any, of the secured claim pursuant to the Note Agreement sufficient when aggregated with the amounts described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) to equal $200 million, provided, that if the aggregate amount of the claims described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) exceeds $200 million, then a portion of the secured claim pursuant to the Reimbursement Agreement in the amount of such excess shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (b) LGE or one of its subsidiaries and Zenith Reynosa and Zenith Texas will enter into an agreement (the "Reynosa Purchase Agreement") pursuant to which Zenith Reynosa and Zenith Texas will sell to LGE or one of its affiliates the Reynosa Assets in exchange for the release by LGE of claims equal to $32,364,300.00 as reimbursement for the payment by LGE of the Company's and Zenith Texas' obligations to certain third party creditors under the Leveraged Lease Documents, provided, however, that if the transactions contemplated by this Section 2(b) would have adverse Tax or other consequences that are unacceptable to either the Company or LGE or result in the payment of severance in excess of the amount included in the Operating Plan, then (i) the Company shall retain the Reynosa Assets, (ii) the Company and LGE shall enter into an agreement with respect to the operation by LGE of such Reynosa Assets and the Reynosa Leveraged Lease Assets (the "Reynxxx Xxxrating Agreement") and (iii) the $32,364,300.00 of LGE claims that would have been exchanged for the Reynosa Assets under this Section 2(b) shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (c) LGE will purchase from the Company, and the Company will issue to LGE, Senior Secured PIK Notes in a principal amount equal to and in exchange for the forgiveness by LGE of claims equal to the aggregate of (i) a secured claim for amounts owed LGE pursuant to the Reimbursement Agreement, if any, other than the $50 million exchanged for New Common Stock under Section 2(a), (ii) a $49,721,603.58 claim as reimbursement for the payment by LGE of the obligations of the Company and Zenith Texas to certain third party creditors under the Leveraged Lease Documents, plus accrued but unpaid interest on such amount from July 22, 1998 through the date of filing of the Prepackaged Plan with the Bankruptcy Court, and (iii) the amount of the secured claim pursuant to the Note Agreement remaining after conversion of the portion of the claim exchanged for New Common Stock pursuant to Section 2(a); (d) each share of Old Common Stock owned by LGE and its affiliate and the Options owned by LGE will be canceled, and LGE and its affiliate will have no rights or claims against the Company in respect of such canceled Old Common Stock and Options; (e) LGE will agree to lend or provide additional credit support to the Company in an amount necessary to enable the Company to execute the Operating Plan according to its terms, not to exceed $60 million, on terms mutually acceptable to LGE and the Company; (f) LGE will transfer to the Company all of its right, title and interest in the equipment subject to the Leveraged Lease Documents other than the Reynosa Leveraged Lease Assets, provided, however, if the Company and LGE do not enter into the Reynosa Purchase Agreement, then LGE will also transfer to the Company the Reynosa Leveraged Lease Assets in exchange for Senior Secured PIK Notes in a principal amount of $8,000,750.00; and (g) LGE's claims (if any) other than those described under Sections 2(a), 2(b), 2(c), 2(d) and 2(f) shall be treated as unimpaired general unsecured claims under the Plan.

The Transactions. Upon the terms and subject to the conditions ---------------- set forth herein, on the Closing Date, pursuant to the Plan, (a) LGE will purchase from the Company, and the Company will issue to LGE, shares of newly issued common stock, par value $.01 per share, of the Company (the "New Common Stock"), representing 100% of the New Common Stock, in exchange for the forgiveness by LGE of $200 million of LGE claims consisting of (i) unsecured claims for amounts outstanding as of the Closing Date up to $140 - million arising out of the delivery of goods to the Company in the ordinary course of business, (ii) a $50 million secured claim pursuant to the -- Reimbursement Agreement, (iii) an unsecured claim for all servicing fees (the "Technical Service Fees") accrued and unpaid through the Closing Date resulting from LGE's provision of certain technical and other related services to the Company in connection with the Company's research and development activities, (iv) an unsecured claim for guarantee fees accrued and --- unpaid through the Closing Date payable to LGE under the Reimbursement Agreement and (viv) a portion, if any, of the secured claim pursuant to the Note Agreement -- sufficient when aggregated with the amounts described in clauses (i), (ii), (iii) and (iviii) of this Section 2(a) to equal $200 million, provided, that if the aggregate amount of the claims described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) exceeds $200 million, then a portion of the secured claim pursuant to the Reimbursement Agreement in the amount of such excess shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (b) LGE or one of its subsidiaries and Zenith Reynosa and Zenith Texas will enter into an agreement (the "Reynosa Purchase Agreement") pursuant to which Zenith Reynosa and Zenith Texas will sell to LGE or one of its affiliates the Reynosa Assets in exchange for the release by LGE of claims equal to $32,364,300.00 the Reynosa Asset Claim Amount as reimbursement for the payment by LGE of the Company's and Zenith Texas' obligations to certain third party creditors under the Leveraged Lease Documents, provided, however, that if the transactions contemplated by this Section 2(b) would have adverse Tax or other consequences that are unacceptable to either the Company or LGE or result in the payment of severance in excess of the amount included in the Operating PlanLGE, then (i) the Company shall retain the - Reynosa Assets, (ii) the Company and LGE shall enter into an agreement with -- respect to the operation by LGE of such Reynosa Assets and the Reynosa Leveraged Lease Assets (the "Reynxxx Xxxrating Xxxxxxx Operating Agreement") and (iii) the $32,364,300.00 amount of LGE --- claims that would have been exchanged for the Reynosa Assets under this Section 2(b) shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (c) LGE will purchase from the Company, and the Company will issue to LGE, Senior Secured PIK Notes in a principal amount equal to and in exchange for the forgiveness by LGE of claims equal to the aggregate of (i) a secured claim - for principal amounts owed LGE pursuant to the Reimbursement Agreement, if any, other than the $50 million exchanged for New Common Stock under Section 2(a), (ii) a $49,721,603.58 the amount of the claim as for reimbursement for of the payment by LGE of the --- obligations of the Company and Zenith Texas to certain third party creditors under the Leveraged Lease DocumentsDocuments remaining after release of the portion of the claim exchanged for the Reynosa Assets pursuant to Section 2(b) and the retention of the Reynosa Leveraged Lease Assets pursuant to Section 2(f), plus (iii) --- an unsecured claim for all servicing fees (the "Technical Service Fees") accrued but and unpaid interest on such amount from July 22, 1998 through the date Closing Date resulting from LGE's provision of filing of certain technical and other related services to the Prepackaged Plan Company in connection with the Bankruptcy CourtCompany's research and development activities, and (iiiiv) the amount of the -- secured claim pursuant to the Note Agreement remaining after conversion of the portion of the claim exchanged for New Common Stock pursuant to Section 2(a); (d) each share of Old Common Stock owned by LGE and its affiliate and the Options owned by LGE will be canceled, and LGE and its affiliate will have no rights or claims against the Company in respect of such canceled Old Common Stock and Options; (e) LGE will agree to lend or provide additional credit support to the Company in an amount necessary to enable the Company to execute the Operating Plan according to its terms, not to exceed $60 million, on terms mutually acceptable to LGE and the Company; (f) LGE will transfer to the Company all of its right, title and interest in the equipment subject to the Leveraged Lease Documents (other than the Reynosa Leveraged Lease AssetsAssets and any such equipment sold on or before the Closing Date) and any credits outstanding under the Letter Agreement, dated November 2, 1998 (the "Philips Letter Agreement"), between the Company and Philips Electronics North America Corporation, provided, however, if the Company and LGE do not enter into the Reynosa Purchase Agreement, then LGE will also transfer to the Company the Reynosa Leveraged Lease Assets in exchange for Senior Secured PIK Notes in a principal amount of $8,000,750.00; and (g) LGE's claims (if any) other than those described under Sections 2(a), 2(b), 2(c), 2(d) and 2(f) ), including without limitation all accrued but unpaid interest on amounts owed by the Company to LGE under the Reimbursement Agreement, the Financial Support Agreement and the Note Agreement, shall be treated as unimpaired general unsecured claims under the Plan.

The Transactions. Upon At the terms Closing Date (as defined below), each of the parties hereby agrees to consummate each of the transactions to be consummated by it described below (collectively, the "Transactions"): (i) the issuance and subject sale to Xxxxxx Bay of shares of Common Stock and warrants to purchase Common Stock in exchange for the contribution of cash by Xxxxxx Bay to the conditions set forth herein, on the Closing DateCompany, pursuant to the Plan, (a) LGE will purchase from terms of a Stock Purchase Agreement substantially in the Company, and the Company will issue to LGE, shares of newly issued common stock, par value $.01 per share, of the Company form attached hereto as Exhibit A (the "New Common StockStock Purchase Agreement"), representing 100% ; (ii) the issuance and transfer to Xxxxxx of the New Common Stock, Partnership Units and warrants to purchase Partnership Units in exchange for the forgiveness contribution by LGE of $200 million of LGE claims consisting of (i) unsecured claims for amounts outstanding as of the Closing Date up to $140 million arising out of the delivery of goods Xxxxxx to the Company in the ordinary course Operating Partnership of businessnon-voting preferred stock of Penn Square, (ii) a $50 million secured claim pursuant to the Reimbursement terms of a Contribution Agreement substantially in the form attached hereto as Exhibit B (the "Management Contribution Agreement, "); (iii) an unsecured claim the issuance and transfer to XxXxxxx of Partnership Units and warrants to purchase Partnership Units and shares of Common Stock in exchange for all servicing fees the contribution by XxXxxxx to the Operating Partnership and/or the Company of certain partnership interests and certain properties, assets (including certain acquisition contracts) and liabilities, pursuant to the terms of a Contribution Agreement substantially in the form attached hereto as Exhibit C (the "Technical Service FeesXxXxxxx Contribution Agreement"); and (iv) accrued and unpaid through the Closing Date resulting from LGE's provision of certain technical and other related services issuance to the Company FLIP Shareholders of Common Stock in connection with the Company's research and development activities, (iv) an unsecured claim for guarantee fees accrued and unpaid through the Closing Date payable to LGE under the Reimbursement Agreement and (v) a portion, if any, of the secured claim pursuant to the Note Agreement sufficient when aggregated with the amounts described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) to equal $200 million, provided, that if the aggregate amount of the claims described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) exceeds $200 million, then a portion of the secured claim pursuant to the Reimbursement Agreement in the amount of such excess shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (b) LGE or one of its subsidiaries and Zenith Reynosa and Zenith Texas will enter into an agreement (the "Reynosa Purchase Agreement") pursuant to which Zenith Reynosa and Zenith Texas will sell to LGE or one of its affiliates the Reynosa Assets in exchange for the release by LGE of claims equal to $32,364,300.00 as reimbursement for the payment by LGE of the Company's and Zenith Texas' obligations to certain third party creditors under the Leveraged Lease Documents, provided, however, that if the transactions contemplated by this Section 2(b) would have adverse Tax or other consequences that are unacceptable to either the Company or LGE or result in the payment of severance in excess of the amount included in the Operating Plan, then (i) the Company shall retain the Reynosa Assets, (ii) the Company and LGE shall enter into an agreement with respect to the operation by LGE of such Reynosa Assets and the Reynosa Leveraged Lease Assets (the "Reynxxx Xxxrating Agreement") and (iii) the $32,364,300.00 of LGE claims that would have been exchanged for the Reynosa Assets under this Section 2(b) shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (c) LGE will purchase from the Company, and the Company will issue to LGE, Senior Secured PIK Notes in a principal amount equal to and in exchange for the forgiveness by LGE of claims equal to the aggregate of (i) a secured claim for amounts owed LGE pursuant to the Reimbursement Agreement, if any, other than the $50 million exchanged for New Common Stock under Section 2(a), (ii) a $49,721,603.58 claim as reimbursement for the payment by LGE of the obligations merger of the Company and Zenith Texas to certain third party creditors under FLIP, in which the Leveraged Lease DocumentsCompany will be the surviving corporation in the Merger (the "Merger"), plus accrued but unpaid interest on such amount from July 22, 1998 through the date of filing of the Prepackaged Plan with the Bankruptcy Court, and (iii) the amount of the secured claim pursuant to the Note terms of a Merger Agreement remaining after conversion of the portion of the claim exchanged for New Common Stock pursuant to Section 2(a); (d) each share of Old Common Stock owned by LGE and its affiliate and the Options owned by LGE will be canceled, and LGE and its affiliate will have no rights or claims against the Company in respect of such canceled Old Common Stock and Options; (e) LGE will agree to lend or provide additional credit support to the Company in an amount necessary to enable the Company to execute the Operating Plan according to its terms, not to exceed $60 million, on terms mutually acceptable to LGE and the Company; (f) LGE will transfer to the Company all of its right, title and interest substantially in the equipment subject to form attached hereto as Exhibit D (the Leveraged Lease Documents other than the Reynosa Leveraged Lease Assets, provided, however, if the Company and LGE do not enter into the Reynosa Purchase "Merger Agreement, then LGE will also transfer to the Company the Reynosa Leveraged Lease Assets in exchange for Senior Secured PIK Notes in a principal amount of $8,000,750.00; and (g) LGE's claims (if any) other than those described under Sections 2(a"), 2(b), 2(c), 2(d) and 2(f) shall be treated as unimpaired general unsecured claims under the Plan.

The Transactions. Upon (a) Subject to the terms and subject conditions herein contained, the Company proposes to issue and sell to the conditions set forth herein, on the Closing Date, pursuant to the Plan, Initial Purchaser 175,000 units (a“Firm Units”) LGE will purchase from of the Company, and each Unit consisting of $1,000 principal amount of its 8.75% Senior Convertible Notes due 2012 (the Company will issue “Notes”), a warrant to LGE, purchase shares of newly issued the Company’s common stock, par value $.01 0.001 per shareshare (the “Common Stock”), at an initial exercise price of $4.00 per share (“$4 Warrants”), and a warrant to purchase shares of the Common Stock at an initial exercise price of $5.00 per share (“$5 Warrants” and, together with the $4 Warrants, the “Warrants”). In addition, the Company has granted to the Initial Purchaser an option to purchase up to 26,250 additional Units (the "New Common Stock"“Optional Units” and, together with the Firm Units, the “Units”). The Company’s obligations under the Notes will be guaranteed by certain of its subsidiaries (the “Guarantors”). The Notes (including the guarantees of the Guarantors endorsed thereon (the “Guarantees”)) will be issued pursuant to the provisions of the Indenture (the “Indenture”), representing 100% to be dated February 16, 2007, between the Company and Bank of New York Corporate Trust Company, N.A., as trustee (the “Trustee”), and the Warrants will be issued pursuant to the provisions of the Warrant Agent Agreement (the “Warrant Agreement”), to be dated February 16, 2007, between the Company and Bank of New York Corporate Trust Company, N.A., as warrant agent (the “Warrant Agent”). The Units, the Notes, the Warrants, the shares of Common StockStock issuable upon conversion of the Notes (the “Note Shares”) and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and, together with the Note Shares, the “Underlying Shares”) are collectively referred to as the “Securities.” (b) The sale of the Units to the Initial Purchaser (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in exchange reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. (c) In connection with the sale of the Units, the Company has prepared a preliminary offering memorandum, dated February 14, 2007 (the “Preliminary Offering Memorandum”), and has or will prepare an offering memorandum, dated as of the date hereof, in form and substance satisfactory to you (as the same may be amended and supplemented, the “Offering Memorandum”), setting forth information regarding the Company, the Securities and the terms of the Offering, and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and Offering Memorandum will attach as exhibits thereto and incorporate by reference the Company’s: Annual Report on Form 10-KSB for its fiscal year ended April 30, 2006; Quarterly Report on Form 10-QSB for the forgiveness quarter ended October 31, 2006; and Current Reports on Form 8-K (and amendments on Form 8-K/A) filed with the Commission on November 17, 2006, November 29, 2006, December 7, 2006, December 14, 2006, January 5, 2007, January 17, 2007 and February 6, 2007 (all such documents collectively, the “Attached and Incorporated Documents”). References to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to include, in each case, all amendments and supplements thereto and the Attached and Incorporated Documents and any amendments thereto made prior to the completion of the Offering. The Offering Memorandum and the Attached and Incorporated Documents are collectively referred to as the “Offering Materials”. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Materials in connection with the offering and resale of the Units by LGE the Initial Purchaser. (d) The Company understands that the Initial Purchaser proposes to make an offering of $200 million the Units only on the terms and in the manner set forth in the Offering Memorandum and Sections 3 and 4 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, to persons whom the Initial Purchaser reasonably believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. (e) The Initial Purchaser and its direct and indirect transferees of LGE claims consisting the Units will be entitled to the benefits of (i) unsecured claims for amounts outstanding the Registration Rights Agreement to be dated as of the Closing Date up to $140 million arising out of (as hereinafter defined), by and between the delivery of goods to the Company in the ordinary course of business, (ii) a $50 million secured claim pursuant to the Reimbursement Agreement, (iii) an unsecured claim for all servicing fees parties hereto (the "Technical Service Fees") accrued and unpaid through the Closing Date resulting from LGE's provision of certain technical and other related services to the Company in connection with the Company's research and development activities, (iv) an unsecured claim for guarantee fees accrued and unpaid through the Closing Date payable to LGE under the Reimbursement Agreement and (v) a portion, if any, of the secured claim pursuant to the Note Agreement sufficient when aggregated with the amounts described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) to equal $200 million, provided, that if the aggregate amount of the claims described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) exceeds $200 million, then a portion of the secured claim pursuant to the Reimbursement Agreement in the amount of such excess shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (b) LGE or one of its subsidiaries and Zenith Reynosa and Zenith Texas will enter into an agreement (the "Reynosa Purchase “Registration Rights Agreement"”) pursuant to which Zenith Reynosa and Zenith Texas will sell to LGE or one of its affiliates the Reynosa Assets in exchange for the release by LGE of claims equal to $32,364,300.00 as reimbursement for the payment by LGE of the Company's and Zenith Texas' obligations to certain third party creditors under the Leveraged Lease Documents, provided, however, that if the transactions contemplated by this Section 2(b) would have adverse Tax or other consequences that are unacceptable to either the Company or LGE or result in the payment of severance in excess of the amount included in the Operating Plan, then (i) the Company shall retain the Reynosa Assets, (ii) the Company and LGE shall enter into an agreement with respect to the operation by LGE of such Reynosa Assets and the Reynosa Leveraged Lease Assets (the "Reynxxx Xxxrating Agreement") and (iii) the $32,364,300.00 of LGE claims that would have been exchanged for the Reynosa Assets under this Section 2(b) shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (c) LGE will purchase from the Company, and the Company will issue agree, among other things, to LGE, Senior Secured PIK Notes in a principal amount equal file (and cause the Guarantors to and in exchange for the forgiveness by LGE of claims equal to the aggregate of file) (i) a secured claim for amounts owed LGE pursuant to registration statement (the Reimbursement Agreement“Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act, if any, other than the $50 million exchanged for New Common Stock under Section 2(a), and (ii) a $49,721,603.58 claim as reimbursement for to use its best efforts (and cause the payment by LGE of Guarantors to use their respective best efforts) to cause any such Registration Statement to be declared effective. This Agreement, the obligations of Securities (including the Company and Zenith Texas to certain third party creditors under Guarantees endorsed upon the Leveraged Lease DocumentsNotes), plus accrued but unpaid interest on such amount from July 22the Registration Rights Agreement, 1998 through the date of filing of the Prepackaged Plan with the Bankruptcy Court, and (iii) the amount of the secured claim pursuant to the Note Agreement remaining after conversion of the portion of the claim exchanged for New Common Stock pursuant to Section 2(a); (d) each share of Old Common Stock owned by LGE and its affiliate Indenture and the Options owned by LGE will be canceled, and LGE and its affiliate will have no rights or claims against Warrant Agreement are collectively referred to as the Company in respect of such canceled Old Common Stock and Options; (e) LGE will agree to lend or provide additional credit support to the Company in an amount necessary to enable the Company to execute the Operating Plan according to its terms, not to exceed $60 million, on terms mutually acceptable to LGE and the Company; (f) LGE will transfer to the Company all of its right, title and interest in the equipment subject to the Leveraged Lease Documents other than the Reynosa Leveraged Lease Assets, provided, however, if the Company and LGE do not enter into the Reynosa Purchase Agreement, then LGE will also transfer to the Company the Reynosa Leveraged Lease Assets in exchange for Senior Secured PIK Notes in a principal amount of $8,000,750.00; and (g) LGE's claims (if any) other than those described under Sections 2(a), 2(b), 2(c), 2(d) and 2(f) shall be treated as unimpaired general unsecured claims under the Plan“Offering Documents.”

The Transactions. Upon the terms and subject to the conditions set forth herein, on the Closing Date, pursuant to the Plan, (a) LGE will purchase from the Company, and the Company will issue to LGE, shares of newly issued common stock, par value $.01 per share, of the Company (the "New Common Stock"), representing 100% of the New Common Stock, in exchange for the forgiveness by LGE of $200 million of LGE claims consisting of (i) unsecured claims for amounts outstanding as of the Closing Date up to $140 million arising out of the delivery of goods to the Company in the ordinary course of business, (ii) a $50 million secured claim pursuant to the Reimbursement Agreement, (iii) an unsecured claim for all servicing fees (the "Technical Service Fees") accrued and unpaid through the Closing Date resulting from LGE's provision of certain technical and other related services to the Company in connection with the Company's research and development activities, (iv) an unsecured claim for guarantee fees accrued and unpaid through the Closing Date payable to LGE under the Reimbursement Agreement and (viv) a portion, if any, of the secured claim pursuant to the Note Agreement sufficient when aggregated with the amounts described in clauses (i), (ii), (iii) and (iviii) of this Section 2(a) to equal $200 million, provided, that if the aggregate amount of the claims described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) exceeds $200 million, then a portion of the secured claim pursuant to the Reimbursement Agreement in the amount of such excess shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (b) LGE or one of its subsidiaries and Zenith Reynosa and Zenith Texas will enter into an agreement (the "Reynosa Purchase Agreement") pursuant to which Zenith Reynosa and Zenith Texas will sell to LGE or one of its affiliates the Reynosa Assets in exchange for the release by LGE of claims equal to $32,364,300.00 the Reynosa Asset Claim Amount as reimbursement for the payment by LGE of the Company's and Zenith Texas' obligations to certain third party creditors under the Leveraged Lease Documents, provided, however, that if the transactions contemplated by this Section 2(b) would have adverse Tax or other consequences that are unacceptable to either the Company or LGE or result in the payment of severance in excess of the amount included in the Operating PlanLGE, then (i) the Company shall retain the Reynosa Assets, (ii) the Company and LGE shall enter into an agreement with respect to the operation by LGE of such Reynosa Assets and the Reynosa Leveraged Lease Assets (the "Reynxxx Xxxrating Agreement") and (iii) the $32,364,300.00 amount of LGE claims that would have been exchanged for the Reynosa Assets under this Section 2(b) shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (c) LGE will purchase from the Company, and the Company will issue to LGE, Senior Secured PIK Notes in a principal amount equal to and in exchange for the forgiveness by LGE of claims equal to the aggregate of (i) a secured claim for principal amounts owed LGE pursuant to the Reimbursement Agreement, if any, other than the $50 million exchanged for New Common Stock under Section 2(a), (ii) a $49,721,603.58 the amount of the 11 12 claim as for reimbursement for of the payment by LGE of the obligations of the Company and Zenith Texas to certain third party creditors under the Leveraged Lease DocumentsDocuments remaining after release of the portion of the claim exchanged for the Reynosa Assets pursuant to Section 2(b) and the retention of the Reynosa Leveraged Lease Assets pursuant to Section 2(f), plus (iii) an unsecured claim for all servicing fees (the "Technical Service Fees") accrued but and unpaid interest on such amount from July 22, 1998 through the date Closing Date resulting from LGE's provision of filing of certain technical and other related services to the Prepackaged Plan Company in connection with the Bankruptcy CourtCompany's research and development activities, and (iiiiv) the amount of the secured claim pursuant to the Note Agreement remaining after conversion of the portion of the claim exchanged for New Common Stock pursuant to Section 2(a); (d) each share of Old Common Stock owned by LGE and its affiliate and the Options owned by LGE will be canceled, and LGE and its affiliate will have no rights or claims against the Company in respect of such canceled Old Common Stock and Options; (e) LGE will agree to lend or provide additional credit support to the Company in an amount necessary to enable the Company to execute the Operating Plan according to its terms, not to exceed $60 million, on terms mutually acceptable to LGE and the Company; (f) LGE will transfer to the Company all of its right, title and interest in the equipment subject to the Leveraged Lease Documents (other than the Reynosa Leveraged Lease AssetsAssets and any such equipment sold on or before the Closing Date) and any credits outstanding under the Letter Agreement, dated November 2, 1998 (the "Philips Letter Agreement"), between the Company and Philips Electronics North America Corporation, provided, however, if the Company and LGE do not enter into the Reynosa Purchase Agreement, then LGE will also transfer to the Company the Reynosa Leveraged Lease Assets in exchange for Senior Secured PIK Notes in a principal amount of $8,000,750.00; and (g) LGE's claims (if any) other than those described under Sections 2(a), 2(b), 2(c), 2(d) and 2(f) ), including without limitation all accrued but unpaid interest on amounts owed by the Company to LGE under the Reimbursement Agreement, the Financial Support Agreement and the Note Agreement, shall be treated as unimpaired general unsecured claims under the Plan.

The Transactions. Upon 3.1. On the terms and subject date hereof, the Seller shall sell to the conditions set forth hereinPurchaser, and the Purchaser shall purchase from the Seller, all shares of the Company held by the Seller on the Closing Datedate hereof, pursuant namely, Two Hundred and Fifty Thousand (250,000) Ordinary Shares owned by the Seller (the “Sale Shares”). 3.2. In consideration for the Sale Shares, the Purchaser shall pay to the Plan, Seller, concurrently with the Transfer of the Sale Share to the Purchaser in accordance with the provisions herein. an aggregate amount of US$75,000 (Seventy Five Thousand Untilted States Dollars) (the “Aggregate Purchase Price”). Concurrently with the execution hereof and the payment to the Seller of the Aggregate Purhase Price, Seller shall (a) LGE will purchase execute a waiver, in form and substance reasonably satisfactory to the Seller and its counsel, (i) acknowledging that Purchaser and Xx. Xxxxxxx Xxxxxx have executed or intend to execute an agreement contemplating the sale of all Company’s Shares held by Xx. Xxxxxxx Xxxxxx to the Purchaser and and the termination and/or expiration of other Company Securities held by Xx. Xxxxxxx Xxxxxx and Seller irrevocably waiving any claim, complaint or demand in conncection with such transactions, including in conncection with any right of first refusal or tag along right, or any other right under any applicable law, under any Contract or under the Articles, and undertakes not to interfere in any way whatsoever with the transfer of the foregoing Company Securities to the Purchaser; and (ii) releasing the Company from and waiving any any and all past, present or future claims, of whatever kind or nature, known or unknown; and (b) countersign a letter from the Company, and the Company will issue pursuant to LGE, shares of newly issued common stock, par value $.01 per share, which any other Securities of the Company (the "New Common Stock"), representing 100% of the New Common Stock, in exchange for the forgiveness by LGE of $200 million of LGE claims consisting of (i) unsecured claims for amounts outstanding as of the Closing Date up to $140 million arising out of the delivery of goods to the Company in the ordinary course of business, (ii) a $50 million secured claim pursuant to the Reimbursement Agreement, (iii) an unsecured claim for all servicing fees (the "Technical Service Fees") accrued and unpaid through the Closing Date resulting from LGE's provision of certain technical and other related services to the Company in connection with the Company's research and development activities, (iv) an unsecured claim for guarantee fees accrued and unpaid through the Closing Date payable to LGE under the Reimbursement Agreement and (v) a portion, if any, of the secured claim pursuant to the Note Agreement sufficient when aggregated with the amounts described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) to equal $200 million, provided, that if the aggregate amount of the claims described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) exceeds $200 million, then a portion of the secured claim pursuant to the Reimbursement Agreement in the amount of such excess shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (b) LGE or one of its subsidiaries and Zenith Reynosa and Zenith Texas will enter into an agreement (the "Reynosa Purchase Agreement") pursuant to which Zenith Reynosa and Zenith Texas will sell to LGE or one of its affiliates the Reynosa Assets in exchange for the release by LGE of claims equal to $32,364,300.00 as reimbursement for the payment by LGE of the Company's and Zenith Texas' obligations to certain third party creditors under the Leveraged Lease Documents, provided, however, that if the transactions contemplated by this Section 2(b) would have adverse Tax or other consequences that are unacceptable to either the Company or LGE or result in the payment of severance in excess of the amount included in the Operating Plan, then (i) the Company shall retain the Reynosa Assets, (ii) the Company and LGE shall enter into an agreement with respect to the operation by LGE of such Reynosa Assets and the Reynosa Leveraged Lease Assets (the "Reynxxx Xxxrating Agreement") and (iii) the $32,364,300.00 of LGE claims that would have been exchanged for the Reynosa Assets under this Section 2(b) shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (c) LGE will purchase from the Company, and the Company will issue to LGE, Senior Secured PIK Notes in a principal amount equal to and in exchange for the forgiveness by LGE of claims equal to the aggregate of (i) a secured claim for amounts owed LGE pursuant to the Reimbursement Agreement, if any, other than the $50 million exchanged for New Common Stock under Section 2(a)Sale Shares) held by the Seller, (ii) a $49,721,603.58 claim as reimbursement for the payment by LGE of the obligations of the Company and Zenith Texas to certain third party creditors under the Leveraged Lease Documents, plus accrued but unpaid interest on such amount from July 22, 1998 through the date of filing of the Prepackaged Plan with the Bankruptcy Court, and (iii) the amount of the secured claim pursuant to the Note Agreement remaining after conversion of the portion of the claim exchanged for New Common Stock pursuant to Section 2(a); (d) each share of Old Common Stock owned by LGE and its affiliate and the Options owned by LGE will be canceled, and LGE and its affiliate will have no rights or claims against the Company in respect of such canceled Old Common Stock and Options; (e) LGE will agree to lend or provide additional credit support to the Company in an amount necessary to enable the Company to execute the Operating Plan according to its terms, not to exceed $60 million, on terms mutually acceptable to LGE and the Company; (f) LGE will transfer to the Company all of its right, title and interest in the equipment subject to the Leveraged Lease Documents other than the Reynosa Leveraged Lease Assets, provided, however, if the Company and LGE do not enter into the Reynosa Purchase Agreement, then LGE will also transfer to the Company the Reynosa Leveraged Lease Assets in exchange for Senior Secured PIK Notes in a principal amount of $8,000,750.00; and (g) LGE's claims (if any) other than those described under Sections 2(a), 2(b), 2(c), 2(d) and 2(f) shall be treated as unimpaired general unsecured claims under the Plancancelled for no consideration.

The Transactions. Upon the terms and subject to the conditions set forth herein, on the Closing Date, pursuant to the Plan, (a) LGE On the Effective Date, MSP Recovery will enter into a Warrant Agreement with Investor, whereby Investor may purchase from the Company, and the Company will issue to LGE, 66,666,666 shares of newly issued common stock, par value MSPR Class A Common Stock (the “Amount”) at a strike price equal $.01 per share, 0.00001 exercisable by Investor at any time after the Effective Date in exchange for MSPR Class A Common Stock (the cumulative right to purchase shares shall be referred to as “Warrants” in this Amendment) (the form of the Company (the "New Common Stock"Warrant Agreement is attached hereto as Exhibit A), representing however, the MSPR Class A Common Stock (“MSPR Shares”) that are obtained by Investor can only be sold at a maximum of 15% per month unless otherwise waived by MSP Recovery; and (b) On and after the Effective Date, the MSP Parties shall pay to Investor 100% of the New Common Stock, Proceeds in exchange for an amount not to exceed $80,000,000 when received by the forgiveness by LGE of $200 million of LGE claims consisting of (i) unsecured claims for amounts outstanding as of the Closing Date up MSP Parties. The MSP Parties’ obligations to $140 million arising out of the delivery of goods pay Proceeds to the Company in the ordinary course of business, (ii) a $50 million secured claim Investor pursuant to the Reimbursement Agreement, (iii) an unsecured claim for all servicing fees (the "Technical Service Fees") accrued and unpaid through the Closing Date resulting from LGE's provision of certain technical and other related services to the Company in connection with the Company's research and development activities, (iv) an unsecured claim for guarantee fees accrued and unpaid through the Closing Date payable to LGE under the Reimbursement Agreement and (v) a portion, if any, of the secured claim pursuant to the Note Agreement sufficient when aggregated with the amounts described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) to equal $200 million, provided, that if the aggregate amount of the claims described in clauses (i), (ii), (iii) and (iv) of this Section 2(a) exceeds $200 million, then a portion of the secured claim pursuant to the Reimbursement Agreement in the amount of such excess shall be exchanged for an equal principal amount of Senior Secured PIK Notes; (b) LGE or one of its subsidiaries and Zenith Reynosa and Zenith Texas will enter into an agreement (the "Reynosa Purchase Agreement") pursuant to which Zenith Reynosa and Zenith Texas will sell to LGE or one of its affiliates the Reynosa Assets in exchange for the release by LGE of claims equal to $32,364,300.00 as reimbursement for the payment by LGE of the Company's and Zenith Texas' obligations to certain third party creditors under the Leveraged Lease Documents, provided, however, that if the transactions contemplated by this Section 2(b) would have adverse Tax or other consequences that are unacceptable to either the Company or LGE or result in the payment of severance in excess of the amount included in the Operating Plan, then (i) the Company shall retain the Reynosa Assets, (ii) the Company and LGE shall enter into an agreement with respect to the operation by LGE of such Reynosa Assets and the Reynosa Leveraged Lease Assets (the "Reynxxx Xxxrating Agreement") and (iii) the $32,364,300.00 of LGE claims that would have been exchanged for the Reynosa Assets under this Section 2(b) shall terminate only when Investor has received at least $80,000,000 in gross recoveries (the “Total Obligation”) from (i) Proceeds; (ii) monetization of the Warrants (through sale of the Warrants or sale of the underlying MSPR Shares), and/or (iii) cash. Additionally, at the time any Proceeds or cash is received from (i) or (iii) above, Investor shall elect to either (x) keep the Proceeds or cash while reducing the Amount of MSP Shares that can be exchanged exercised and acquired pursuant to the Warrant Agreement corresponding to the value of the Proceeds or cash that Investor has elected to keep (based on a $1.20 share price and for an equal principal avoidance of doubt, the sale of any Warrants or shares if transferred from warrants to shares and sold by Investor will always be measured at the $1.20 price as it relates to a determination of the value to be assigned against the Total Obligation) or (y) forgo receipt of such amount of Senior Secured PIK Notes;Proceeds and instead retain the right to exercise and acquire pursuant to the Warrant Agreement (or if exercised, the right to retain) such amount of MSP Shares corresponding to the value of the Proceeds or cash that Investor has elected to forego. For the avoidance of doubt, any such election under (x) or (y) in this clause shall reduce the amount of the Total Obligation by any such amount. By way of example, if Investor receives $1,200 in cash, then the amount of MSPR Shares Investor is eligible to acquire shall be reduced by 1,000; if Investor elects to forego the cash and keep the Warrants or MSP Shares, then the Total Obligation shall be reduced by $1,200; and (c) LGE will purchase from On the CompanyEffective Date, and all obligations of the Company will issue to LGE, Senior Secured PIK Notes in a principal amount equal to and in exchange for the forgiveness by LGE of claims equal to the aggregate of (i) a secured claim for amounts owed LGE MSP Parties pursuant to the Reimbursement Agreement, if anyterms of the CPIA, other than those terms required to give effect to the $50 million exchanged for New Common Stock under Section 2(a), (ii) a $49,721,603.58 claim as reimbursement for the payment by LGE terms of the Transaction Agreements and the Transactions set forth herein, shall be extinguished for all amounts in excess of $80,000,000, and no further interest shall accrue on outstanding amounts. Other than as set forth in this Amendment, the MSP Parties shall have no further obligations to Investor. The intent of the parties is that MSP will never pay more than $80,000,000.00 to Investor from any of Proceeds, cash, or Class A Shares elected by investor under 2(b)(y) above, or a combination of the three. Once Investor has received the Total Obligation, then the CPIA, together with all rights and obligations of the Company and Zenith Texas to certain third party creditors under respective parties thereunder, shall terminate (including, for the Leveraged Lease Documentsavoidance of doubt, plus accrued but unpaid interest on such amount from July 22, 1998 through the date of filing Section 9 of the Prepackaged Plan with the Bankruptcy CourtCPIA), and (iii) the amount of the secured claim pursuant to the Note Agreement remaining after conversion of the portion of the claim exchanged for New Common Stock pursuant to any security interests granted thereunder, including Section 2(a); (d) each share of Old Common Stock owned by LGE and its affiliate and the Options owned by LGE will be canceled4.1, and LGE and its affiliate will have no rights or claims against the Company in respect of such canceled Old Common Stock and Options; (e) LGE will agree to lend or provide additional credit support to the Company in an amount necessary to enable the Company to execute the Operating Plan according to its terms, not to exceed $60 million, on terms mutually acceptable to LGE and the Company; (f) LGE will transfer to the Company all of its right, title and interest in the equipment subject to the Leveraged Lease Documents other than the Reynosa Leveraged Lease Assets, provided, however, if the Company and LGE do not enter into the Reynosa Purchase Agreement, then LGE will also transfer to the Company the Reynosa Leveraged Lease Assets in exchange for Senior Secured PIK Notes in a principal amount of $8,000,750.00; and (g) LGE's claims (if any) other than those described under Sections 2(a), 2(b), 2(c), 2(d) and 2(f) shall be treated as unimpaired general unsecured claims under the Planreturned to MSP.