AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN CPI BALLPARK INVESTMENTS LTD, AS BUYER, AND VICIS CAPITAL MASTER FUND, AS SELLER DATED AS OF JULY 3, 2013

Exhibit 99.1

EXECUTION COPY

AGREEMENT OF PURCHASE AND SALE

BY AND BETWEEN

CPI BALLPARK INVESTMENTS LTD,

AS BUYER,

AND

VICIS CAPITAL MASTER FUND,

AS SELLER

DATED AS OF JULY 3, 2013

AGREEMENT OF PURCHASE AND SALE

This Agreement of Purchase and Sale (this “Purchase Agreement”), dated as of July 3, 2013 (the “Signing Date”), is entered into by and between CPI Ballpark Investments Ltd, a company incorporated in the Republic of Mauritius (“Buyer”) and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Seller”). Each of Buyer and Seller is referred to individually herein as a “Party” and collectively, as the “Parties.” Capitalized terms used but not otherwise defined shall have the meanings set forth in Article I.

WITNESSETH:

WHEREAS, the Seller owns, directly or indirectly, 38,878,559 ordinary shares with a nominal value of US$0.001 per share (the “Ordinary Shares”), of China Hydroelectric Corporation (“CHC”), a company incorporated in the Cayman Islands and listed on the New York Stock Exchange;

WHEREAS, the Seller is the holder of that certain Amended and Restated Warrant to Purchase Ordinary Shares of China Hydroelectric Corporation (No. W-4) issued by CHC on August 18, 2011 (the “Warrant”), to purchase up to 10,004,157 Ordinary Shares of CHC (the Warrant and the Ordinary Shares underlying the Warrant, “Warrant Shares”); and

WHEREAS, Buyer desires to purchase from the Seller, and the Seller desires to sell to Buyer, (a) 3,918,666 Ordinary Shares of CHC (the “Sale Shares”), (b) an option (the “Option”) to purchase the remaining 34,959,893 Ordinary Shares of CHC owned by the Seller (together, the “Option Shares”), and (c) the Warrant and the underlying right to purchase up to 10,004,157 Ordinary Shares of CHC (the Sale Shares, the Option Shares and the Warrant Shares together, the “Sale Securities”), upon the terms and subject to the conditions set forth in this Purchase Agreement.

NOW THEREFORE, in consideration of the mutual agreements, covenants, representations, warranties and indemnities contained in this Purchase Agreement, Buyer and the Seller agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Defined Terms. For purposes of this Purchase Agreement, the following terms shall have the meanings set forth below:

“Affiliate” shall mean, with respect to any entity, any other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such entity. For purposes of this definition, “control” (including “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. For the Buyer only, “Affiliate” shall include NewQuest Asia Fund I, L.P., and its limited partners, advisory committee, manager, and advisor.

“Business Day” shall mean a day other than Saturday or Sunday and on which commercial banks are permitted by applicable Laws to be open for business in New York, Cayman Islands, Mauritius and Hong Kong.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Governmental Authority” shall mean any transnational, domestic or foreign federal, state or local governmental, regulatory (including stock exchanges, insurance and antitrust regulatory bodies), self-regulatory or administrative authority, department, court, commission, arbitral authority, agency, official, or any other governmental body, including any political subdivision thereof, or any judicial or quasi-judicial tribunal of competent jurisdiction thereof.

“Law” shall mean, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Lien” shall mean any lien, pledge, mortgage, easement, encroachment, security interest, encumbrance, charge, option, restriction on transfer or similar limitation, whether arising by agreement or operation of Law.

“Person” shall mean an individual, a partnership (general, limited or limited liability), a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity or a governmental, quasi-governmental, judicial or regulatory entity or any department, agency or political subdivision thereof.

“Representatives” shall mean, with respect to any Person, the officers, directors, partners, members, employees, advisors, agents and representatives of such Person.

“Required Approvals” shall mean all approvals, notices, filings, consents, amendments and waivers which are necessary to complete the Transactions contemplated herein.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Transaction Documents” shall mean this Purchase Agreement, the Option Agreement, the Warrant and the certificates, instruments and documents executed in connection herewith and therewith.

“Transfer” shall mean, with respect to any Sale Securities, (a) when used as a verb, to sell, assign, dispose of, liquidate, exchange, pledge, encumber, hypothecate or otherwise transfer such Sale Securities or any economic participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (b) when used as a noun, a direct or indirect sale, assignment, disposition, liquidation, exchange, pledge, encumbrance, hypothecation or other transfer of such Sale Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing.

ARTICLE II

PURCHASE AND SALE OF THE SALE SHARES

2.1 Agreement to Purchase and Sell. Subject to the terms and conditions of this Purchase Agreement, at the Closing, the Seller shall (a) Transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, all of the Seller’s right, title and interest in and to the Sale Shares, (b) grant the Option to Buyer pursuant to an agreement in the form attached hereto as Exhibit A (the “Option Agreement”), and (c) Transfer and deliver the Warrant to Buyer.

2.2 Purchase Price. The purchase price for the Sale Shares, the Option and the Warrant shall equal $3,000,200.00, of which $100.00 shall be apportioned to the Option, $100.00 shall be apportioned to the Warrant, and the balance shall be apportioned to the Sale Shares (the “Purchase Price”).

2.3 Closing. The closing of the transaction contemplated by this Purchase Agreement (the “Closing”) shall take place remotely on or before July 5, 2013, or such other date as shall be mutually agreed to by the Parties, but in no event later than July 12, 2013, subject to the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to deliveries the respective Parties will make at the Closing itself, but subject to their satisfaction at the Closing) set forth in Article V (the “Closing Date”).

2.4 Payments. Payment of any and all amounts due and owing under this Purchase Agreement shall be denominated in U.S. dollars and shall be made by wire transfer of immediately available funds to the appropriate account designated in advance by the Seller. Within one (1) Business Day after the Signing Date, the Seller shall deliver to Buyer wire instructions for the bank account(s) to which the Purchase Price shall be paid.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller makes the following representations and warranties to Buyer, as of the Signing Date and as of the Closing Date, each and all of which shall survive the execution and delivery of this Purchase Agreement and the Closing hereunder:

3.1 Organization and Authorization. The Seller is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. The Seller has the requisite power and authority to enter into, execute and deliver this Purchase Agreement and each of the other Transaction Documents to which it is a party and to perform all of the obligations to be performed by it hereunder and thereunder. This Purchase Agreement has been, and each of the other Transaction Documents to which the Seller is a party will have been at the Closing, duly authorized, executed and delivered by the Seller. This Purchase Agreement constitutes, and each of the other Transaction Documents to which the Seller is a party will constitute at the Closing, the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect).

3.2 No Conflicts. Neither the execution and delivery of this Purchase Agreement nor the other Transaction Documents to which the Seller is a party nor the performance or consummation of the transactions contemplated hereby or thereby by the Seller:

(a) will conflict with, result in the breach of or constitute a default under:

(i) the constituent documents or any other governing instruments of Seller (or constitute an event which, with the passage of time or action by a third party, would result in any of the foregoing);

(ii) any contract, agreement, commitment or instrument to which the Seller is a party or by which the Seller’s assets are bound and which relates to the Sale Securities; or

(iii) any applicable Law, including but not limited to, the Securities Act and the Exchange Act, or any permit or license required by any Governmental Authority to which the Seller or any limited partner of the Seller is subject; or

(b) will require the registration, filing, notice or qualification with or the consent or approval of any Governmental Authority to which the Seller or any limited partner of the Seller is subject, other than filings by the Seller under Section 13 the Exchange Act (provided, that this representation does not purport to address any registration, filing, qualification, consent, approval, permit or license that may be required to be obtained by Buyer, Buyer’s partners or any of Buyer’s subsidiaries in connection with its ownership of the Sale Securities following the Closing).

3.3 Litigation. There is no action, suit, claim, proceeding, arbitration, governmental inquiry or investigation, in each case before or by any Governmental Authority pending or, to the Seller’s knowledge, threatened against (a) the Seller or any of the Seller’s Affiliates, which, if adversely determined, would adversely affect the ability of the Seller to perform or consummate the transactions contemplated by this Purchase Agreement or the other Transaction Documents; or (b) the Seller or any of the Seller’s Affiliates related to any Sale Securities.

3.4 Brokers and Finders. The Seller has not incurred any obligations for any finder’s or broker’s fee or similar fee or commission, in connection with the transactions contemplated by this Purchase Agreement, for which Buyer may be liable.

3.5 Securities Laws Matters. Neither the Seller, nor anyone acting on the Seller’s behalf, has offered to sell the Sale Securities or any portion thereof by means of general solicitation or general advertising.

3.6 Title to Sale Securities. The Seller is the record and beneficial owner of the Sale Securities, free and clear of all Liens. At the Closing, the Seller will deliver good and marketable title to each Sale Share and the Warrant to Buyer, free and clear of all Liens. The assignments, endorsements, powers and other instruments of transfer delivered by the Seller at the Closing will be sufficient to transfer to Buyer the Seller’s entire right, title and interest, legal and beneficial, in the Sale Shares and the Warrant.

3.7 Economic Risk.

(a) The Seller acknowledges that it is aware that Buyer and/or Buyer’s Affiliates may perform, or may already have performed, their own price valuation for the Sale Securities and that Buyer and/or Buyer’s Affiliates have or may have material nonpublic information (which may be either favorable or adverse) concerning the Company or the Sale Securities that has not been disclosed by Buyer to the Seller.

(b) The Seller acknowledges that it has made its own investment analysis and decision to engage in the transactions contemplated by this Purchase Agreement and the other Transaction Documents and has had the opportunity to conduct its own investigation to the extent the Seller has deemed it necessary and desirable and, notwithstanding the foregoing, has determined that it is in the Seller’s best interests to Transfer the Sale Securities to Buyer at this time.

(c) The Seller acknowledges that it has not requested Buyer to disclose any material or potentially material nonpublic information relating to the Company or the Sale Securities, and Buyer has not done so. The Seller further acknowledges that neither Buyer, nor any of Buyer’s Affiliates, nor any of their respective Representatives has delivered any information or made any representation to the Seller, except as expressly set forth herein. The Seller also acknowledges that, save as set out in Article IV, it is not relying upon any disclosure (or non-disclosure) made (or not made) by Buyer, any Affiliate of Buyer, or any of their respective Representatives, in connection with the transactions contemplated by this Purchase Agreement and the other Transaction Documents.

(d) The Seller acknowledges that any material nonpublic information may be indicative of a value of the Sale Securities that is substantially more than the Purchase Price, or may be otherwise adverse to the Seller, and such material nonpublic information, if known to the Seller, could be material to the Seller’s decision to sell the Sale Securities. The Seller agrees that Buyer is not obligated to disclose any material nonpublic information that Buyer may have and the Buyer shall not have any liability with respect to such non-disclosure.

(e) The Seller agrees that it has and will have no claims (under any national, federal or state securities Law or otherwise, to the extent permitted under applicable Law) against Buyer, any Affiliate of Buyer, or any of their respective Representatives in connection with or arising out of any failure of such Person to disclose any material nonpublic information in connection with the transactions contemplated by this Purchase Agreement or the other Transaction Documents. The Seller further agrees not to assert any such claim.

(f) The Seller acknowledges that Buyer is relying on the representations and warranties set forth in this Section 3.7 and would not enter into this Purchase Agreement and the other Transaction Documents or engage in the transactions contemplated hereby and thereby in the absence of such representations and warranties.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer makes the following representations and warranties to the Seller, as of the Signing Date and as of the Closing Date, each and all of which shall survive the execution and delivery of this Purchase Agreement and the Closing hereunder:

4.1 Organization and Authorization.

(a) Buyer is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Buyer has the requisite power and authority to enter into, execute and deliver this Purchase Agreement and each of the Transaction Documents to which it is a party and to perform all of the obligations to be performed by it hereunder and thereunder. This Purchase Agreement has been, and each of the other Transaction Documents to which Buyer is a party will have been at Closing, duly authorized, executed and delivered by Buyer. This Purchase Agreement constitutes, and each of the other Transaction Documents to which Buyer is a party will constitute at the Closing, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect).

4.2 No Conflicts.

(a) Neither the execution and delivery of this Purchase Agreement nor the other Transaction Documents to which Buyer is a party nor the performance or consummation of the transactions contemplated hereby or thereby by Buyer:

(i) will conflict with, result in the breach of or constitute a default under:

(A) the constituent documents or any other governing instruments of Buyer (or constitute an event which, with the passage of time or action by a third party, would result in any of the foregoing);

(B) any contract, agreement, commitment or instrument to which Buyer is a party or by which any of Buyer’s assets are bound; or

(C) any applicable Law, including but not limited to, the Securities Act and the Exchange Act, or any permit or license required by any Governmental Authority to which Buyer or any limited partner of Buyer is subject; or

(ii) will require the registration, filing, notice or qualification with or the consent or approval of any Governmental Authority to which Buyer or any limited partner of Buyer is subject, other than filings by the Buyer under Section 13 the Exchange Act (provided, that this representation does not purport to address any registration, filing, qualification, consent, approval, permit or license that may be required to be obtained by the Seller, the Seller’s partners or any of their Affiliates in connection with the Transfer of the Sale Securities at Closing).

4.3 Litigation. There is no action, suit, claim, proceeding, arbitration, governmental inquiry or investigation, in each case before or by any Governmental Authority, pending or, to Buyer’s knowledge, threatened against Buyer, which, if adversely determined, would adversely affect the ability of Buyer to perform or consummate the transactions contemplated by this Purchase Agreement or the other Transaction Documents, including the payment of the Purchase Price.

ARTICLE V

CONDITIONS TO OBLIGATIONS OF BUYER

The obligations of Buyer to consummate the transactions contemplated by this Purchase Agreement at the Closing are subject to the satisfaction or waiver of each of the following conditions:

5.1 Representations and Warranties. The representations and warranties of the Seller contained in this Purchase Agreement shall be true and correct as of the Signing Date and as of the Closing Date.

5.2 Performance. The Seller shall have performed or complied in all material respects with all agreements, covenants and obligations to be performed or complied with by the Seller at or prior to the Closing.

5.3 Legal Proceedings.

(a) No applicable Law shall prohibit the consummation of the transactions contemplated hereby.

(b) There shall not have been instituted or pending any action or proceeding by any Person or Governmental Authority challenging or seeking to make illegal or to restrain or prohibit the consummation of the transactions contemplated by this Purchase Agreement or the other Transaction Documents.

5.4 Documentation. The Seller shall execute and deliver to Buyer all documents or instruments reasonably requested or required by Buyer in connection with the consummation of the transactions contemplated hereby, including without limitation (i) any Required Approvals, (ii) a duly executed instrument of transfer transferring the Sale Shares to Buyer, (iii) the Option Agreement, duly executed by the Seller, (iv) a duly executed instrument transferring the Warrant to Buyer and any other documentation required by CHC to effect such transfer (each of which shall be satisfactory to Buyer), and (v) such other assignment documents or irrevocable instructions as may be necessary to Transfer all of the Seller’s right, title and interest in and to the Sale Shares and the Warrant to Buyer.

ARTICLE VI

ADDITIONAL COVENANTS

6.1 Closing; Further Assurances. Prior to the Closing, each Party will take all actions necessary in order for the Closing to take place on the date contemplated by this Purchase Agreement. From time to time after the Closing, as and when requested by any Party hereto and at such requesting Party’s expense, the other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting Party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Purchase Agreement.

ARTICLE VII

TERMINATION

7.1 Termination. This Purchase Agreement may be terminated and the transactions contemplated by it abandoned at any time prior to the Closing:

(a) by mutual written agreement by Buyer and the Seller;

(b) by the non-breaching Party, if there is a breach of any representation or warranty or failure to perform any covenant or agreement set forth in this Purchase Agreement on the part of the breaching Party that would cause the Closing not to occur.

7.2 Effect of Termination. In the event of termination of this Purchase Agreement, the provisions of this Purchase Agreement shall immediately become void and of no further force and effect (other than the provisions of Section 1.1 (Certain Defined Terms), this Section 7.2 (Effect of Termination)) and Article VIII (Miscellaneous), each of which shall survive the termination of this Purchase Agreement), and there shall be no liability on the part of any Party, or any of their respective Affiliates or Representatives, save that in the case of any breach by a Party of its covenants or agreements in this Purchase Agreement or any breach of its representations or warranties contained in Article III or Article IV of this Purchase Agreement at or prior to the time of such termination, which in each case cause the Closing to not occur, the breaching Party shall reimburse the non-breaching Party for its reasonable transaction expenses.

ARTICLE VIII

MISCELLANEOUS

8.1 Expenses. All fees and expenses incurred in connection with this Purchase Agreement and the other Transaction Documents (and the transactions contemplated hereunder and thereunder), including all fees of counsel, accountants, finders and brokers, shall be borne by the Party incurring the same. For the avoidance of doubt, it is agreed that all charges, commissions, fees and expenses incurred for holding any Sale Securities prior to the transfer thereof pursuant to this Agreement will continue to be incurred and settled by the Seller.

8.2 Notices. All notices, requests, demands and other communications required or permitted under this Purchase Agreement shall be in writing and shall be deemed to have been duly given and received when delivered by hand or courier, when received by facsimile transmission, electronic mail or other electronic transmission, or three Business Days after the date when posted by air mail, with postage prepaid, addressed as follows:

(i)

If to the Seller, to:

000 Xxxx Xxxxxx, Xxxxx 0000

Xxx Xxxx, XX 00000

Attn: Xxxx Xxxxxxxx

Email: xxxxxxxxx@xxxxxxxxxxxx.xxx

or to such other person or address as the Seller shall furnish to Buyer in writing.

(ii)

If to Buyer, to:

c/o DTOS Ltd

00xx Xxxxx, Xxxxxxx Xxxxx

00 Xxxxxxxxx, Xxxxx, Xxxxxxxxx

Attn: Xxxxxx Xxx

Email: xxxx@xxxx-xx.xxx

with a copy to:

26/fl, 0 Xxxxxxx Xxxxxx,

Xxxxxxx

Xxxx Xxxx

Attn: General Counsel

Fax: x000 0000 0000

Email: xx.xxx@xxxxx.xxx

or to such other person or address as Buyer shall furnish to the Seller in writing.

8.3 Assignment. This Purchase Agreement and all of its provisions shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Purchase Agreement may not be assigned by any Party without the prior written consent of the other Party hereto and any purported assignment in violation of this sentence shall be void.

8.4 Governing Law. This Purchase Agreement and the legal relations among the Parties shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law thereof (other than the New York General Obligations Law 5-1401).

8.5 Counterparts. This Purchase Agreement may be executed in multiple counterparts (including by means of facsimile or portable document format (“.pdf”) signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same instrument.

8.6 Specific Performance. Each of the Parties to this Purchase Agreement acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Purchase Agreement were not performed by such Party in accordance with their specific terms or were otherwise breached by such Party, that the other Party to this Purchase Agreement will have no adequate remedy at law and that monetary damages may not be a sufficient remedy for any such failure or breach. Accordingly, each Party hereto shall be entitled, in addition to any other rights such Party may have (whether at law, in equity or by contract), to specific performance of the terms of this Purchase Agreement, including, without limitation, an injunction or injunctions to specifically enforce the terms and provisions hereof in any court of competent jurisdiction described in Section 8.7, without the necessity of posting any bond or other security and without the necessity of establishing that monetary damages would not be an adequate remedy.

8.7 Consent to Jurisdiction. Any and all legal actions and proceedings by a Party hereto concerning, relating to, or arising out of this Purchase Agreement or any of the other Transaction Documents or its enforcement shall be submitted to the exclusive jurisdiction of the United States federal courts sitting in the Southern District of New York or any New York State court sitting in the County of New York. Each of the Parties hereto hereby consents and submits to the jurisdiction of the aforesaid courts and waives and agrees not to plead or claim, in any legal action or proceeding with respect to this Purchase Agreement or any of the other Transaction Documents or its enforcement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party, that venue before any such court is improper, that any such court is an inconvenient forum, or that such legal action or proceeding should be transferred from any such court for any other reason.

8.8 WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

8.9 Interpretation. The headings of the sections and subsections of this Purchase Agreement are inserted for convenience only and shall not constitute a part of or affect in any way the meaning or interpretation of this Purchase Agreement. When a reference is made in this Purchase Agreement to sections, subsections, clauses, schedules or Exhibits, such reference shall be to a section, subsection, clause, schedule or Exhibit to this Purchase Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used in this Purchase Agreement shall be deemed in each case to be followed by the words “without limitation.” Unless otherwise specified, any reference to “knowledge” herein shall mean actual knowledge without any duty of inquiry or investigation. Defined terms used in this Purchase Agreement shall have the same meaning whether defined or used herein in the singular or the plural, as the case may be.

8.10 Entire Agreement. This Purchase Agreement, including the schedules and Exhibits hereto, and the other Transaction Documents, together with the other agreements, documents and certificates delivered pursuant to the terms of this Purchase Agreement and the other Transaction Documents contain the complete agreement among the Parties hereto and supersede any prior understandings, agreements and representations by or among the Parties, whether written or oral, which may have related to the subject matter hereof in any way.

8.11 Amendment; Waiver. This Purchase Agreement may be amended only by a written instrument executed by the Seller and Buyer. Any failure of Buyer to comply with any obligation, agreement or condition under this Purchase Agreement may only be waived in writing by the Seller, and any such failure by the Seller may only be waived in writing by Buyer, but any such waiver shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default, and no failure or delay to enforce, or partial enforcement of, any provision hereof shall operate as a waiver of such provision or of any other provision.

8.12 Third Parties. Except as specifically set forth or referred to in this Purchase Agreement, nothing in this Purchase Agreement, expressed or implied, is intended, or shall be construed, to confer upon or give to any person or entity other than the Parties and their successors or permitted assigns, any rights or remedies under or by reason of this Purchase Agreement.

8.13 Publicity. Except as may otherwise be required by applicable Law (including, without limitation, Section 13 the Exchange Act), no public statement (including by electronic mail transmission), press release or similar publicity release concerning this Purchase Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby shall be made by the Seller without the prior written consent of Buyer or by Buyer without the prior written consent of the Seller.

8.14 Resolution of Conflicts. The Parties hereto agree and acknowledge that to the extent any terms and provisions of this Purchase Agreement are in any way inconsistent with or in conflict with any term, condition or provision of any other Transaction Document, or any other agreement, document or instrument contemplated hereby, this Purchase Agreement shall govern and prevail.

8.15 No Presumption Regarding Drafting. Each Party hereto acknowledges that it has reviewed this Purchase Agreement prior to its execution and that changes were made to this Purchase Agreement based upon its comments. If any disputes arise with respect to the interpretation of any provision of this Purchase Agreement, the provision shall be deemed to have been drafted by all of the Parties and shall not be construed against any Party on the basis that the Party was responsible for drafting that provision.

8.16 Severability. If any term, provision, agreement, covenant or restriction of this Purchase Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Purchase Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such a determination, the Parties shall negotiate in good faith to modify this Purchase Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

8.17 Miscellaneous. For purposes of this Purchase Agreement, a document (or signature page thereto) signed and transmitted by facsimile, telecopier, electronic mail or electronically transmitted “.pdf” format is to be treated as an original document. The signature of any Party on such document, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any Party, any facsimile, telecopy or electronically mailed document shall be re-executed in original form by the Parties who executed the facsimile, telecopy or electronically mailed document. No Party may raise the use of a facsimile, telecopier, electronic mail or electronically transmitted “.pdf” format, or the fact that any signature was transmitted through the use of a facsimile, telecopier, electronic mail or electronically transmitted “.pdf” format as a defense to the enforcement of this Purchase Agreement or any amendment or other document executed and delivered pursuant to this Purchase Agreement and each Party hereby forever waives any such defense.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Purchase Agreement, acting by their duly authorized agents, as of the date first above written.


CPI BALLPARK INVESTMENTS LTD

By:		/s/ Xxxxxxx X. Lallah
Name:		Xxxxxxx X. Lallah
Title:		Director

[SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

IN WITNESS WHEREOF, the Parties have executed this Purchase Agreement, acting by their duly authorized agents, as of the date first above written.


VICIS CAPITAL MASTER FUND

By:		Vicis Capital, LLC

By:		/s/ Xxxxxxx Xxxxxxxx
Name:		Xxxxxxx Xxxxxxxx
Title:		Manager

[SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT]

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AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN CPI BALLPARK INVESTMENTS LTD, AS BUYER, AND VICIS CAPITAL MASTER FUND, AS SELLER DATED AS OF JULY 3, 2013

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