Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days 30 calendar days of the Closing Date)) allocated in such amounts as such Purchaser shall request, evidencing the Securities Purchased Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser Purchaser; (or, if the Company and such Purchaser agree, the Company shall cause to be made a bookiv) one or more Pre-entry record through the facilities of DTC representing the Common Shares Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser);’s signature page to this Agreement (iiiv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DDate, executed by such counsel and addressed to the Purchasers; and, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (ivvi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amendedamended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvii) the certificate referred to in Section 5.1(g); and (viviii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina Delaware issued by the North Carolina Secretary of State, as of a date within five (5) business days Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including duly executed by such Purchaser; (ii) the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit FAgreement, duly executed by such Purchaser; and; (iiiii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company ACE Selling Parties shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this Agreementthe certificates, including if any, representing the Registration Rights Agreement and the management rights agreement in the form of Exhibit FACE Lo Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the ACE Lo Equity Interests are not certificated, one or more instruments of assignment in a form approved by the CompanyBuyer conveying such ACE Lo Equity Interests to Buyer; (ii) one the resignations or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies evidence of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days their removal from office of the Closing Date)persons named on Schedule III(a) as directors, evidencing the Securities subscribed for by Purchaser hereunderofficers and managers, registered in the name as applicable, of such Purchaser (orACE Lo and Brighton Park Maintenance Corp., if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated effective as of the Closing Date, together with any required amendments to the organizational documents of ACE Lo and Brighton Park Maintenance Corp. and filings with Governmental Entities; (aiii) certifying the resolutions adopted certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by ACE Hi and any of its required Affiliates that satisfy the Board requirements of Directors Section 1445 of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;Code; and (v) owners’ affidavits and indemnities in the certificate referred forms attached to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation preliminary certification and good standing of report on title for each parcel of the Company ACE Real Properties set forth on Exhibit H-1 attached hereto (the “ACE Real Property Preliminary Certifications and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateReports”). (b) On or prior to At the Closing, each Purchaser AREH shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Buyer: (i) this Agreementthe certificates, including if any, representing the Registration Rights Agreement andAREH Subs Equity Interests, either duly endorsed for transfer to Buyer or accompanied by appropriate duly executed limited liability interest powers or, if the AREH Subs Equity Interests are not certificated, one or more instruments of assignment in a form approved by Buyer conveying such AREH Subs Equity Interests to Buyer; (ii) the resignations of the persons named on Schedule III(b) as directors, officers and managers, as applicable, of the Companies effective as of the Closing Date, together with respect any required amendments to the Lead Investors, organizational documents of the management rights agreement in Companies and filings with Governmental Entities; (iii) the form of Exhibit F, duly certificates required by Section 10.2(a) and Section 10.2(b) hereof; (iv) affidavits executed by such PurchaserAREH and any of its required Affiliates that satisfy the requirements of Section 1445 of the Code; and (iiv) its Subscription Amountowner’s affidavits and indemnities in the forms attached to the preliminary certifications and reports on title for each parcel of the Adjacent Real Properties set forth on Exhibit H-2 attached hereto (the “Adjacent Real Property Preliminary Certifications and Reports” and, in U.S. dollars together with the ACE Real Property Preliminary Certifications and in Reports, the “Preliminary Certifications and Reports”). (c) At the Closing, Buyer shall deliver: (i) to ACE Hi, immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto funds by wire transfer to an account designated by ACE Hi (which account shall be designated in accordance with writing to Buyer at least two (2) business days prior to the Company’s written instructionsClosing Date) in an amount equal to the ACE Closing Payment; (ii) to AREH, immediately available funds by wire transfer to an account designated by AREH (which account shall be designated in writing to Buyer at least two (2) business days prior to the Closing Date) in an amount equal to the AREH Closing Payment; and (iii) to each Seller, the certificates required by Section 10.3(a) and Section 10.3(b) hereof.

Closing Deliveries. (a) On or prior Upon the terms and subject to the conditions of this Agreement, in order to consummate the transactions contemplated in this Agreement, at the Closing, the Ceding Company shall issueexecute, deliver or cause the applicable Person (other than Ceding Company) to be delivered execute, and deliver to each Purchaser Reinsurer the following (the “Company Deliverables”):following: (i) this the Administrative Services Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Transition Services Agreement; (iii) the Trademark License Agreement; (iv) the Software License Agreement; (v) the Trust Agreement; (vi) evidence of receipt of all consents, if any, identified on Schedule 2.4; (vii) a legal opinion certificate of Company Counsela senior officer of Ceding Company, dated as of the Closing Date Closing, confirming that (A) the person signing such certificate is familiar with the provisions of this Agreement and (B) the conditions specified in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andSection 8.2(a) have been satisfied; (ivviii) a certificate of a senior financial officer of Ceding Company, dated as of the Closing, confirming that the Closing Business Statement of Assets and Liabilities has been prepared in accordance with the provisions of this Agreement (including Section 1.4 hereof); (ix) a certificate of the Secretary secretary or assistant secretary of the Ceding Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, as to items specified in Section 8.2(c); (ax) certifying a certificate of a qualified actuary of Ceding Company regarding the resolutions adopted items specified in Section 8.2(e); and (xi) any other deliveries due at Closing as contemplated by this Agreement. (b) Upon the Board terms and subject to the conditions of Directors of the Company or a duly authorized committee thereof approving this Agreement, in order to consummate the transactions contemplated by in this Agreement and Agreement, at the Closing, Reinsurer shall execute, or cause the applicable Person (other Transaction Documents and the issuance of the Securities, (bthan Reinsurer) certifying the current versions of the articles of incorporation, as amendedto execute, and by-laws, as amended, of deliver to Ceding Company the Company and following: (ci) certifying as to the signatures and authority of persons signing Administrative Services Agreement; (ii) the Transaction Documents and related documents on behalf of Transition Services Agreement; (iii) the CompanyTrademark License Agreement; (iv) the Software License Agreement; (v) the Trust Agreement; (vi) evidence of receipt of all consents, if any, identified on Schedule 3.4; (vii) a certificate referred to of a senior officer of Reinsurer, dated as of the Closing, confirming that (A) the person signing such certificate is familiar with the provisions of this Agreement and (B) the conditions specified in Section 5.1(g)8.3(a) have been satisfied; and (viviii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary secretary or assistant secretary of StateReinsurer, dated as of a date within five (5) business days of the Closing Date, as to items specified in Section 8.3(c); (ix) any other deliveries due at Closing as contemplated by this Agreement. (bc) On or prior to the At Closing, each Purchaser Ceding Company shall deliver or cause provide the documents described in Section 8.2, Reinsurer shall provide the documents described in Section 8.3 and there shall be executed and delivered such other agreements, instruments and documents as are required under this Agreement to be executed and delivered to the by Ceding Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsReinsurer.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) facsimile copies of one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as provided in Section 4.1(b) hereof), evidencing the Securities Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (orthe “Stock Certificates”), if with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to sixty percent (60.0%) of the number of Shares issuable to such Purchaser), rounded up to the nearest whole share, on the terms set forth therein; (iiiiv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DDate, executed by such counsel and addressed to the Purchasers; and; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g); and; (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina its jurisdiction of formation issued by the North Carolina Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five (5) business days Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company’s written instructions, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company following actions and occurrences will take place, all of which shall issuebe deemed to have occurred simultaneously, and no action shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered, until all actions are completed and all documents and certificates delivered: 4.2.1 The Seller deliver or cause to be delivered to each the Purchaser the following (the “Company Deliverables”):following: (ia) this AgreementPossession of the Acquired Assets (to the extent applicable). (b) Such duly executed bills of sale, including the Registration Rights Agreement endorsements, assignments and the management rights agreement other instruments of transfer and conveyance necessary to vest in the form Purchaser the rights, title and interests of Exhibit Fthe Seller in and to the Acquired Assets, duly free and clear of all Security Interests other than Permitted Liens. (c) A certificate executed by the Company; CEO or CFO of the Seller (ii) one without personal liability therefor), or more stock certificates and warrant certificates (if physical certificates are required alternatively by another officer duly authorized by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Seller's Board of Directors confirming the satisfaction of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement conditions set forth in Section 5.1 and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;5.2. (vd) Seller's balance sheet for the certificate referred to in Section 5.1(g); and Cut-off Date (vi) The Company a draft of which shall have be delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within at least five (5) business days of prior to the Closing DateClosing, but in no event prior to January 15, 2010) (the "Cut-off Date Statement"). 4.2.2 The Purchaser shall deliver to the Seller the following: (a) The Purchase Price. (b) On or prior Such duly executed bills of sale, endorsements, assignments and other instruments of transfer and conveyance necessary to vest in the Purchaser the rights, title and interests of the Seller in and to the ClosingAcquired Assets, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):free and clear of all Security Interests other than Permitted Liens. (ic) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, Undertakings duly executed by such Purchaser; and, in form and substance reasonably satisfactory to the Seller, whereby Purchaser assumes and agrees to discharge when due the Assumed Liabilities. (iid) its Subscription Amount, A certificate executed by an officer duly authorized by the Purchaser's Board of Directors confirming the satisfaction of the conditions set forth in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsSection 5.1.

Closing Deliveries. (a) On Buyer shall have received, at or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly a certificate executed by the CompanySecretary of each of the Companies certifying as of the date of Closing (A) a true and correct copy of the certificate or articles of incorporation of each of the Companies, (B) a true and correct copy of the bylaws of each of the Companies, and (C) incumbency matters; (ii) one or more stock certificates and warrant certificates (if physical certificates are required a certificate executed by the Purchaser to be held immediately prior to Closing; if notShareholders' Representatives certifying that, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days as of the Closing Date)date of Closing, evidencing (i) he or she has made inquiry of the Securities subscribed for by Purchaser hereunderappropriate Personnel of the Companies and (ii) the conditions set forth in Sections 6.1, registered in the name of such Purchaser (or6.2, if the Company 6.3 and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)6.9 have been satisfied; (iii) a legal opinion copy of Company Counselthe certificate or articles of incorporation of each of the Companies and all amendments thereto, dated each certified as of a recent date by the Closing Date and in Secretary of State of the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andapplicable jurisdiction of organization or other appropriate governmental official; (iv) a certificate of the appropriate Secretary of State or other appropriate governmental official certifying the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as good standing of the Closing Date, (a) certifying the resolutions adopted by the Board Companies in their respective jurisdictions of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement organization and the all other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as states where they are qualified to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companydo business; (v) physical possession of all original minute books, corporate seals and stock ownership records of the certificate referred Companies, as well as the actual stock certificates representing all the shares of capital stock of the Companies; (vi) physical possession of all Books and Records (other than those covered by clause (vi) above), Licenses and Permits, policies, Contracts, plans or other instruments of the Companies that are in the possession of the Companies, all such materials to be deemed delivered to Buyer if they are present at any of the farms, plants, offices, processing or manufacturing facilities, stores, warehouses or administration buildings owned or leased by the Companies; (vii) UCC-11 searches with respect to the Companies, the Business and the Assets used in Section 5.1(g)the Business; and (viviii) The Company shall have delivered a certificate evidencing the formation all other documents and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause certificates required to be delivered by Shareholders pursuant to the Company the following (the “Purchaser Deliverables”): (i) terms of this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, (a) Purchaser shall have delivered, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (Company, the “Company Deliverables”):following: (i) this Agreementthe cash portion of the Purchase Price, including the Registration Rights Agreement and the management rights agreement by wire transfer in the form of Exhibit F, duly executed immediately available funds to an account designated by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC certificate representing the Common ▇▇▇▇▇▇ Shares registered in the name of the Company; (iii) a certificate of an officer of Purchaser, in form and substance reasonably satisfactory to the Company and its counsel, to evidence compliance with Section 6.3(i); (iv) resolutions of the Board of Directors of Purchaser and complete and correct copies of Purchaser's certificate of incorporation and by-laws, or other charter documents, as applicable, including all amendments, modifications or supplements thereto, to evidence compliance with Section 6.3(ii), together with a certificate of an officer of Purchaser; and (v) the Stockholders' Agreement duly executed by Purchaser on or before the Closing; and (vi) such other documents as the Company may reasonably request for the purpose of facilitating the consummation of the Transactions. (b) the Company shall have delivered, or cause to be delivered to Purchaser, the following: (i) a certificate representing the Path 1 Shares registered in the name of Purchaser; (ii) a certificate of an officer of the Company, in form and substance reasonably satisfactory to Purchaser and its counsel, to evidence compliance with Section 6.2(i); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, License Agreement duly executed by such counsel and addressed to the Purchasers; andCompany on or before the Closing; (iv) a certificate of the Secretary resolutions of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the 's Board of Directors and complete and correct copies of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance Company's certificate of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, incorporation and by-laws, as amendedincluding all amendments, modifications or supplements thereto, to evidence compliance with Section 6.2(iii), together with a certificate of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf an officer of the Company;; and (v) the certificate referred to in Section 5.1(g); andStockholders' Agreement duly executed by the Company on or before the Closing; (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company Disclosure Schedule in form and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior substance reasonably satisfactory to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (iivii) its Subscription Amount, in U.S. dollars and in immediately available funds, in such other documents as Purchaser may reasonably request for the amount indicated below such Purchaser’s name on purpose of facilitating the applicable signature page hereto by wire transfer in accordance with consummation of the Company’s written instructionsTransactions.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, deliver or cause to be delivered to each the Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one a legal opinion of Company Counsel that the Shares, when sold and issued in accordance with this Agreement, will be validly issued, fully paid, and nonassessable; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a number of Shares, which shall be in either certificated or more stock certificates and warrant certificates (if physical certificates are required book-entry form, equal to such Purchaser’s Subscription Amount set forth in Schedule I hereto divided by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderPer Share Purchase Price, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of compliance certificate, executed by the Secretary Chief Executive Officer and Chief Financial Officer of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, to the effect that the conditions specified in subsections (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securitiesi), (b) certifying the current versions of the articles of incorporation, as amendedii), and by-laws, as amended, (iv) of the Company and (cSection 2.3(b) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyhave been satisfied; (v) a certificate of the Company’s Secretary certifying as to (A) the Company’s certificate referred of incorporation and bylaws, (B) the resolutions of the Board of Directors approving this Agreement and the transactions contemplated hereby, and (C) good standing certificates with respect to the Company from the applicable authority(ies) in Section 5.1(g)Delaware and any other jurisdiction in which the Company is qualified to do business, dated a recent date before the Closing; and (vi) The Company shall have delivered a certificate evidencing such other information, certificates and documents as the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DatePurchaser may reasonably request. (b) On or prior to the ClosingClosing Date, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its such Purchaser’s Subscription Amount, as set forth in U.S. dollars and in immediately available fundsSchedule I hereto, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the account specified in accordance with the Company’s written instructionsthis Agreement.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered or made available to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, Counsel dated as of the Closing Date and Date, in substantially the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) one or more stock certificates, free and clear of all restrictive and other legends, except as provided in Section 4.1(c) hereof, evidencing the Shares subscribed for by the Purchasers hereunder to be registered in the name of such Purchasers as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (the “Stock Certificates”) and delivered to the Company pursuant to Section 2.2(b)(iv); (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Secretary Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a and any duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in substantially the form attached hereto as Exhibit F; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate (the “Compliance Certificate”), dated as of the Closing Date and signed by the Company’s Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and (b), in substantially the form attached hereto as Exhibit G; (vii) a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of the State of Delaware, as of a date within five (5) business days of the Closing Date; and (viii) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including duly executed by such Purchaser; (ii) the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit FAgreement, duly executed by such Purchaser; and; (iiiii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with to the account provided by the Company’s written instructions; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; (v) a fully completed and duly executed Accredited Investor Questionnaire in the form attached hereto as Exhibit C-1; and (vi) a fully completed and duly executed Stock Certificate Questionnaire in the form attached hereto as Exhibit C-2.

Closing Deliveries. (a) On or prior to the Closing (or any Subsequent Closing, in which case references to the “Closing Date” below shall be understood to mean the Subsequent Closing Date), the Company shall issue, deliver or cause to be delivered to each Purchaser Celgene Switzerland the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the CompanyCompany (only on the Closing Date); (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser Shares (or, if with respect to the Company and such Purchaser agreeSubsequent Closing, the Company shall cause to be made a Applicable Subsequent Closing Shares) in book-entry record through the facilities form, free and clear of DTC representing the Common Shares registered all restrictive and other legends (except as provided in the name of such PurchaserSection 4.1(b) hereof); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary or Assistant Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents this Agreement and related documents on behalf of the Company, in the form attached hereto as Exhibit A; (viv) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of Delaware, as of a date within five (5) business days Trading Days of the Closing Date; and (v) a certified copy of the Company’s restated certificate of incorporation, as certified by the Secretary of State of Delaware as of a date within five (5) Trading Days of the Closing Date. (b) On or prior to the Closing or Subsequent Closing, each Purchaser as applicable, Celgene Switzerland shall deliver or cause to be delivered to the Company the following (the “Purchaser Celgene Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaserthe Celgene Parties; and (ii) its Subscription Amountthe purchase price for the Closing Shares (or, with respect to a Subsequent Closing, the Applicable Subsequent Closing Shares) as provided in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsSection 2.1(c).

Closing Deliveries. (a) On or prior to At the Closing, the Company each Party shall issuemake, deliver execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered to each Purchaser through the following Attorney-in-Fact, the legal documents and other items (collectively, the “Company DeliverablesClosing Documents”): (i) necessary to carry out the intention of this Agreement, including which Closing Documents and other items shall include, without limitation, the Registration Rights Agreement and following: (a) for Meruelo Trust, one or more stock certificates registered in the management rights agreement name of Meruelo Trust evidencing the issuance of the Merger Consideration; (b) an affidavit from Meruelo Trust in the form of Exhibit FB, duly executed by stating, under penalty of perjury, Meruelo Trust’s United States Taxpayer Identification Number and that Meruelo Trust is not a foreign person pursuant to Section 1445(b)(2) of the CompanyCode and a comparable affidavit satisfying California and any other state withholding requirements; (iic) one or more all title insurance policies, leases, lease files, contracts, stock certificates and warrant certificates (if physical certificates are required certificates, original promissory notes held by the Purchaser Meruelo Entities and other indicia of ownership with respect to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered S Corp that are in the name of such Purchaser (orMeruelo Entities’ possession or that can be obtained through reasonable efforts, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name case of such Purchaser)Meruelo Trust, in its capacity as a shareholder of S Corp; (iiid) a legal opinion of Company Counsel, dated certificate from Meruelo Trust affirming that the representations and warranties made by Meruelo Trust pursuant to this Agreement remain true and correct as of the Closing Date and that all obligations to be performed by each of the Meruelo Entities under this Agreement have been performed by each of each of the Meruelo Entities on or before the Closing Date; (e) if requested by the Company, certified copies of all appropriate organizational documents for each Meruelo Entity, together with certified trust or corporate actions authorizing the execution, delivery and performance by each of the Meruelo Entities of this Agreement, any related documents and the Closing Documents; (f) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the form attached hereto Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as Exhibit Drequired by any loan document, executed by such counsel and deed of trust, mortgage or other evidence of indebtedness related to any Property; (g) an opinion letter from DLA Piper US LLP addressed to the Purchasers; andS Corp and to the Company concluding that the Merger qualifies as a reorganization under Section 368 of the Code; (ivh) a certificate any other documents reasonably requested by the Company to assign, transfer, convey, contribute and deliver the Participating Entity Interests, free and clear of all Encumbrances, and effectuate the Secretary of transactions contemplated hereby, including, without limitation, any documents necessary to enable the Company, in Title Insurance Company to issue the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated Title Policies as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vii) The all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company shall have delivered a certificate evidencing or the formation and good standing of each Operating Partnership is required to file its organizational documentation or in which the recording of the Company Contribution and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateAssumption Agreement is required. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On At or prior to the Closing, Closing on the Company Closing Date: (a) Ski Holdings shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):GT Acquisition: (i) this Agreementall such bills of sale, including deeds, assignments and other documents and instruments of sale, assignment, conveyance and transfer, as GT Acquisition or its counsel may deem necessary or desirable to effect the Registration Rights Agreement and transfer of the management rights agreement in the form of Exhibit F, duly executed by the CompanyPurchased Assets to GT Acquisition; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” certified copies of the resolutions of the Board of Directors of Ski Holdings, approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement, all in accordance with its Certificate of Incorporation and By-laws; (iii) certificates of the Secretaries of State of the State of Delaware and the State of Wyoming as to the Targhee Corp Mergers; (iv) certificates of the Secretary of State of the State of Delaware as to the legal existence and good standing of Ski Holdings; (v) a certificate of non-foreign status in the form set forth in the U.S. Treasury Regulations; (vi) schedules of accounts payable of Targhee Corp and its Subsidiaries, including accounts payable of Ski Holdings allocable to Targhee Corp, as at February 18, 2000 for Targhee Corp and its Subsidiaries and as at February 21, 2000 for Ski Holdings, in each case reflecting the aging of such certificates shall suffice for purposes of Closing with the original stock certificates accounts; and (vii) such other documents to be delivered within three Business Days by Targhee Corp and Ski Holdings hereunder or as GT Acquisition or its counsel may reasonably request to carry out the purposes of this Agreement. (b) GT Acquisition shall deliver to Ski Holdings: (i) the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause payment to be made a book-entry record through delivered by GT Acquisition pursuant to Section 2.04 of this Agreement; (ii) an assumption agreement pursuant to which GT Acquisition assumes the facilities of DTC representing Assumed Liabilities (the Common Shares registered in the name of such Purchaser"Assumption Agreement"); (iii) certified copies of a legal opinion of Company Counsel, dated as written consent of the Closing Date sole Member of GT Acquisition approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement, all in the form attached hereto as Exhibit D, executed by such counsel accordance with its certificate of formation and addressed to the Purchasers; andits limited liability company agreement; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the such other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered by GT Acquisition hereunder or as Ski Holdings or its counsel may reasonably request to carry out the Company the following (the “Purchaser Deliverables”): (i) purposes of this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the Purchasers the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) a copy of the Company’s irrevocable instructions to the Transfer Agent, acknowledged by the Transfer Agent, instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as provided in Section 4.1(b) hereof), evidencing the Securities Shares subscribed for by each Purchaser hereunder, registered in the name of such Purchaser each respective Purchaser, with the original stock certificates sent to the respective Purchasers within three (or, if 3) Business Days of the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Closing; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DDate, executed by such counsel and addressed to the Purchasers; and; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate Compliance Certificate referred to in Section 5.1(g); and; (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and in the Bank in North Carolina State of Delaware issued by the North Carolina Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five two (52) business days Business Days of the Closing Date; (vii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the States of New York and Ohio, as of a date within three (3) Business Days of the Closing Date; (viii) a certified copy of the certificate of incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (ix) a true and accurate pro forma capitalization table of the Company in Microsoft Excel format setting forth the aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options, warrants and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) as of the Closing Date (the “Capitalization Table”); (x) a fully executed Registration Rights Agreement; and (xi) fully executed Lock Up Agreements. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, the Purchase Price set forth opposite such Purchaser’s name on Schedule 1 in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing to the Purchasers by the Company for such purpose; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company’s written instructions, and Stock Certificate Questionnaire, each in the form attached hereto as Exhibits A-1 and A-2, respectively.

Closing Deliveries. At the Closing, (a) On or prior to the Closing, Sellers and the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Purchaser: (i) assignments of the Company Interests to the New Partners; (ii) copies of certain consents and approvals required under the Company's Contracts; (iii) the Opinions of counsel to Company and Sellers requested by TSI; (iv) the Services Agreement between Lexington Management Corporation and the Company; (v) the Employment Agreements, and terminations of agreements, required by SECTION 4.5; (vi) Landlord's consent to assignment of office lease to the Company and sublease to Glade Properties, Inc. (vii) assignment of trademarks referenced in Section 4.12, and the Trademark License; (viii) a certificate, signed an officer of the GP of the Company, as to the partnership agreement and other organizational documents of the Company, the resolutions adopted by the board of directors and shareholders of the GP, and by all the Partners of the Company, in connection with this Agreement, including and the Registration Rights Agreement and, with respect to incumbency of certain officers of the Lead Investors, GP and the management rights agreement in Partners of the form Company; (ix) certificates issued by the appropriate governmental authorities evidencing the existence of Exhibit F, duly executed by such Purchaserthe Company and the existence and good standing of the GP; and (iix) its Subscription Amount, in U.S. dollars such other documents and in certificates as are required to consummate the transactions contemplated by this Agreement. (b) The Purchaser shall deliver to the Sellers: (i) immediately available funds, funds in the amount indicated below such Purchaser’s name on of $20,000,000, delivered as directed by Sellers under Section 1.1; (ii) the applicable signature page hereto by wire transfer TSI Stock to be issued and delivered in accordance with SECTION 1.1; (iii) an Officers' Certificate of TSI; (iv) the Company’s written instructionsEmployment Agreements required by SECTION 4.5; and (v) such other documents and certificates as are required to consummate the transactions contemplated by this Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issuedeliver to Parent the following: (i) the executed Written Consent of the Company Stockholders; (ii) evidence of delivery of Letters of Transmittal to the Company Stockholders, deliver or cause as well as copies of any executed Letters of Transmittal, together with Stock Certificates, that the Company received prior to the Closing; (iii) the Estimated Closing Statement; (iv) the executed Certificate of Merger to be delivered to each Purchaser the following (Secretary of State of the “Company Deliverables”):State of Delaware for filing; (iv) this Agreementwritten resignations, including effective as of the Registration Rights Agreement Closing Date, of the officers and the management rights agreement in the form directors of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (ivvi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (aA) that attached thereto is the certificate of incorporation of the Company, as amended through the Closing Date, (B) that attached thereto are the by-laws of the Company, as amended through the Closing Date, (C) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (D) the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) all authorizations, consents and approvals necessary to consummate the transactions contemplated hereby; (viii) an executed affidavit, dated not more than thirty (30) days prior to the Closing Date, in accordance with Code section 1445(b)(3) and Treasury Regulation section 1.1445-2, which statement certifies that the Company is not a United States real property holding corporation; and (ix) all other certificates, instruments and other documents required to effect the transactions contemplated hereby as reasonably requested by Parent. (b) At the Closing, Parent shall deliver to the Company the following: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub, dated as of the Closing Date, certifying that (A) attached thereto are true and complete copies of the resolutions adopted by the Parent Board and Special Committee authorizing the execution, delivery and performance of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Ancillary Documents and the issuance consummation of the Securitiestransactions contemplated hereby and thereby, (bB) certifying the current versions attached thereto are true and complete copies of the articles resolutions adopted by the board of incorporationdirectors of Merger Sub authorizing the execution, as amended, delivery and by-laws, as amended, performance of this Agreement and the Ancillary Documents and the consummation of the Company transactions contemplated hereby and (cC) certifying as to all such resolutions are in full force and effect and are all the signatures resolutions adopted in connection with the transactions contemplated hereby and authority of persons signing the Transaction Documents and related documents on behalf of the Companythereby; (vii) a certificate of the certificate referred Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to in Section 5.1(g)sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (viiii) The Company shall have delivered a certificate evidencing all other certificates, instruments and other documents required to effect the formation and good standing of each of the Company and the Bank in North Carolina issued transactions contemplated hereby as reasonably requested by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateCompany. (bc) On or prior to At the Closing, each Purchaser Parent shall deliver or cause to be delivered to the Company Stockholders’ Representative the following (the “Purchaser Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and, with respect wire transfers of immediately available funds equal to the Lead Investors, Closing Payment to an account and in accordance with instructions delivered to Parent by the management rights agreement in Stockholders’ Representative prior to the form of Exhibit F, duly executed by such PurchaserClosing Date; and (ii) its Subscription Amount, in U.S. dollars and in wire transfers of immediately available funds, in funds equal to the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer Stockholders’ Representative Expense Amount and in accordance with instructions delivered to Parent by the Company’s written instructionsStockholders’ Representative prior to the Closing Date.

Closing Deliveries. Purchaser shall have received, in form and substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall be reasonably requested by Purchaser to consummate the transactions contemplated hereby to and convey to Purchaser all of the Units as contemplated herein, including the following duly executed instruments: (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Companyall consents listed on Schedule 3.3; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iiib) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a good standing certificate of the Secretary of for the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date.; (bc) On or prior certificates relating to the ClosingUnits, each Purchaser shall deliver endorsed for transfer or cause to be delivered to the Company the following (the “Purchaser Deliverables”):accompanied by executed assignments separate from certificate; (id) this Agreementa Secretary’s Certificate of the Company, including certifying as to resolutions adopted by the Registration Rights Agreement andCompany’s members approving the transaction described herein; (e) a payoff letter or similar documentation, in form reasonably acceptable to Purchaser, with respect to all Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the Lead Investorsfull satisfaction of all obligations related to the Closing Payoff Debt, and with respect to any secured Closing Payoff Debt, the management rights agreement release of all Liens relating to such Closing Payoff Debt, in each case following satisfaction of the form of Exhibit F, duly terms contained in such Payoff Letters; together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by such Purchasereach Person holding Closing Payoff Debt that provides for a security interest in any assets of the Company; and (iif) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such a revised Operating Agreement reflecting Purchaser’s name on status sole member of the applicable signature page hereto Company and other such terms as Purchaser requests. (g) employment agreements in a form approved by wire transfer in accordance Purchaser, for Seller and Key Employees with the Company’s written instructionsterms no longer than three (3) years at salaries not greater than current compensation levels.

Closing Deliveries. (a) On Buyer shall deliver, or cause to be delivered, to the Company, at or prior to the Closing, each of the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreementa certificate, including dated as of the Registration Rights Agreement and Closing Date, executed on behalf of Buyer by a duly authorized officer thereof certifying that each of the management rights agreement conditions set forth in the form of Exhibit F, duly executed by the CompanySection 7.02 has been satisfied; (ii) one or more stock certificates and warrant certificates (if physical certificates are required the Assignment of Membership Interest, executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Buyer; (iii) a legal opinion of Company Counselcertificate, dated as of the Closing Date and executed on behalf of Buyer by a duly authorized officer of Buyer, certifying the Buyer Organizational Documents; (iv) a good standing certificate from the State of Delaware with respect to Buyer, dated within fifteen business days prior to the Closing Date; and (v) the Escrow Agreement, duly executed by Buyer. (b) The Company, Parent or the Members, as applicable, shall deliver, or cause to be delivered, to Buyer, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by a duly authorized officer thereof certifying that each of the conditions set forth in Section 7.03 has been satisfied; (ii) the Closing Financial Certificate, executed on behalf of the Company by the Chief Financial Officer of the Company; (iii) the Assignment of Membership Interest, executed by each Member; (iv) FIRPTA documentation, consisting of a certificate of non-foreign status, prepared in accordance with Treasury Regulations Section 1.1445-2(b), in substantially the form attached hereto as Exhibit C; (v) written resignations, effective as of the Closing, from all offices, positions and boards of Parent or the Company, executed by each director or manager of the Parent or Company, as applicable, in substantially the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and; (ivvi) a certificate certificate, dated as of the Secretary Closing Date and executed on behalf of the Company by a duly authorized officer of the Company, certifying the Company Organizational Documents; (vii) a certificate, dated as of the Closing Date and executed on behalf of Parent by a duly authorized officer of Parent, certifying the Parent Organizational Documents; (viii) good standing certificates from the State of Delaware and each other state or jurisdiction in which each of Parent and the Company is qualified to do business, dated within fifteen business days prior to the Closing Date; (ix) payoff letters or similar instruments in form (including customary lien release documentation, if applicable) and substance reasonably satisfactory to Buyer with respect to all Company Debt; (x) an invoice from each recipient to which a Transaction Expense is owed (except for any recipients who will be paid Transaction Expenses through the Company’s payroll and, for the avoidance of doubt, except for the payee of the R&W Policy Premium) indicating the amount of Transaction Expenses payable to such recipient as of immediately prior to the Closing; (xi) the wire transfer instructions of the Members for payment of the Closing Cash Consideration, for purposes of a funds flow memorandum in the form attached hereto as Exhibit E (the “Secretary’s CertificateFunds Flow”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vxii) the certificate referred an IRS Form W-9 with respect to in Section 5.1(g)each Member; and (vixiii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Escrow Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsMembers.

Closing Deliveries. (a) On or prior to At the Closing, the Company and the Three Controlling Shareholders, as applicable, shall issue, deliver or cause to be delivered to the Investor fully executed originals of each Purchaser of the following (the “Company Deliverables”): (i) this Agreementa stock certificate, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date)a standard Securities Act restrictive legend thereon, evidencing the Securities subscribed for by Purchaser hereunder2,900,000 Shares, registered in the name of such Purchaser the Investor; (or, if ii) a shareholders list dated on or prior to the Company Closing Date certified by the Company’s Transfer Agent reflecting issued and such Purchaser agree, outstanding only the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)600,000 Existing Shares; (iii) a legal opinion an officer’s certificate to the effect that (A) each of Company Counselthe conditions specified in this Section 2.2(a) and in Section 5.1 hereof are satisfied in all respects, dated and (B) as of the Closing Date Closing, the Company has no Indebtedness and/or other liabilities and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andno tangible assets; (iv) a certificate of by the Secretary of Company attaching and certifying as to the Companyaccuracy of (A) its current Certificate of Incorporation and Bylaws, in the form attached hereto both as Exhibit E (the “Secretary’s Certificate”), dated as of amended to the Closing Date, (aB) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving authorizing this Agreement and the transactions contemplated hereby and the other Transaction Documents, and (C) a Good Standing Certificate from the Secretary of State for the State of Nevada dated no later than 2 Business Days from the Closing Date; and (v) all Company original minute book, corporate seal, all other original corporate documents and agreements and all other books and records of the Company; (vi) resignations and releases from and executed by each officer and director including the Three Controlling Shareholders of the Company immediately prior to Closing set forth on Schedule 2.2(vi), such resignations and releases to be effective on the Closing Date, which shall not be earlier than the tenth (10th) day following the date of filing with the SEC and subsequent mailing of the Company’s Information Statement on Schedule 14f-1 (the “14f-1” or the “Information Statement”) to the Company’s stockholders of record as of March 30, 2017 disclosing, among other required and/or advisable items, a change of control of the majority of the Board of Directors of the Company, which form of resignation and release is attached hereto as Exhibit D (each a “Resignation” and collectively, the “Resignations”); (vii) fully executed copies of all documents, agreements and instruments related to the sale, transfer and/or assignment of any (A) Indebtedness and/or liabilities of the Company owed to any Person, and (B) shares of Common Stock or other rights relating thereto; (viii) correct and complete copies of all federal and state income returns of the Company, from fiscal year 2011 through fiscal year 2016; (A) the Debt Cancellation Agreements, and (B) pay-off letters and releases from the Persons and in form and substance reasonably satisfactory to the Investor; (x) original stock certificates representing all of the Cancellation Shares and Repurchase Shares (the “CS/RS Stock Certificates”) and fully executed stock powers dated the Closing Date transferring the Cancellation Shares and the Repurchase Shares to the Company by each of the Cancelling Shareholders and the Repurchased Shareholder, respectively, for cancellation (the “CR/CS Stock Powers”) pursuant to the Debt Cancellation Agreements and the Repurchase Agreement; (xi) Unanimous Written Consents of the Board of Directors of the Company (the “UWC”) authorizing and approving, among other items, the execution, delivery and performance of this Agreement and the other Transaction Documents and the issuance transactions contemplated hereby and thereby including, but not limited to, the sale by the Company to the Investor of the Securities2,900,000 Shares, (b) certifying the current versions acceptance of the articles of incorporation, as amended, Resignations and by-laws, as amended, the appointment/election of the Company Investor’s nominees as successor directors and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf officers of the Company; (vxii) An executed Affidavit of Mailing from the Company’s Transfer Agent (as defined below) attesting to the mailing date of the 14f-1; (xiii) Fully executed copy of (A) a letter agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., counsel to the Company (in his capacity as escrow agent for the Company (the “Escrow Agent”), executed by the Escrow Agent, the Company and the Investor authorizing the release of the $375,000 Purchase Price (of which $50,000 was previously paid to the Investor’s counsel as provided elsewhere herein) to the Persons and in the amounts specified in Schedule 3.1(c), Schedule 4.3 and Schedule 4.7(i) and (ii), (the “Escrow Release Letter”), pursuant to an escrow agreement dated prior to the Closing Date by and among the Investor, the Company and the Escrow Agent (the “Escrow Agreement”), and (B) the certificate referred Escrow Agreement; (xiv) Bank account information and specimen signatures for the corporate accounts of the Company; (xv) The Repurchase Agreement executed by the Company and the Repurchased Shareholder; (xvi) The Share Cancellation Agreements; (A) fully executed copy of an Indemnification Escrow Agreement dated on or prior to the Closing Date by and among Gusrae ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, legal counsel to the Investor (in Section 5.1(gits capacity as escrow agent, the “Indemnification Escrow Agent”), the Three Controlling Shareholders, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Investor for the escrow of (1) 292,248 Existing Shares (the “Indemnification Existing Shares”), consisting of (I) 247,248 Existing Shares beneficially owned by ▇▇. ▇▇▇▇▇▇▇, and (II) an aggregate of 45,000 Existing Shares beneficially owned by each of the Three Controlling Shareholders (15,000 Existing Shares beneficially owned by each Controlling Shareholder) (the “Indemnification Escrow Agreement”) and (B) original stock certificates representing such 292,248 Indemnification Existing Shares in the names of the persons and in the amounts set forth above (the “Indemnification Escrow Stock Certificates”) and corresponding fully executed and notarized, but undated stock transfer powers from each of such persons and for such Indemnification Existing Shares (the “Indemnification Stock Powers,” and together with the Indemnification Existing Shares, the Indemnification Escrow Stock Certificates and the Indemnification Escrow Agreement, collectively, the “Indemnification Escrow Documents”); and (vixviii) The Company shall have delivered a certificate evidencing the formation Such other documents, instruments and good standing of each of the Company agreements and the Bank in North Carolina issued other items reasonably requested by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date.Investor (b) On At or prior to the Closing, each Purchaser the Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect A wire transfer to the Lead Investors, the management rights agreement Company’s legal counsel’s escrow account in the form amount of Exhibit Fthe $375,000 Purchase Price (less $50,000 plus documented expenses, duly if any to the Investor’s legal counsel for services provided to the Investor in connection with this Agreement and the transactions contemplated herein and the other Transaction Documents); (ii) A certificate executed by such Purchaserthe Investor, attesting to the accuracy of the representations and warranties of the Investor made in this Agreement pursuant to Section 3.2; (iii) A list of all Persons to fill all executive officer positions and vacancies to the Company Board of Directors; (iv) An executed copy of this Agreement by the Investor; and (iiv) its Subscription AmountA copy of the Escrow Letter, in U.S. dollars the Escrow Agreement and in immediately available funds, in the amount indicated below such Purchaser’s name on Indemnification Escrow Agreement executed by the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsInvestor.

Closing Deliveries. (a) On At or prior to before the Closing, the Company Parties shall issue, deliver or cause to be delivered to each Purchaser make the following deliveries: (the “Company Deliverables”): a) Seller shall deliver to Escrow Agent: (i) this Agreementthe Deed, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies a B▇▇▇ of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and Sale in the form attached hereto as Exhibit Schedule "D" conveying Seller's right, executed by such counsel title and addressed to interest in the Purchasers; and property thereunder free of any liens or encumbrances, (iviii) a certificate counterpart of the Secretary of the Company, Reciprocal Easement Agreement in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing DateSchedule "E", (aiv) certifying a recordable termination of any notice or memorandum of lease that may have been executed with respect to the Lease together with any Seller resolutions adopted or certificates as may be required by the Board of Directors of Land Court to file the Company same,; (v) a check or a duly authorized committee thereof approving wire for the transactions contemplated applicable MA real estate transfer tax (transfer stamps) and other closing costs payable by this Agreement and the other Transaction Documents and the issuance of the SecuritiesSeller hereunder, (bvi) certifying a release or satisfaction of any mortgage, security interest, or other encumbrance on the current versions Premises securing an obligation of the articles of incorporationSeller other than matters permitted pursuant to Section 2 hereof, as amended(vii) an affidavit, and by-lawswhich includes Seller's taxpayer identification number, as amended, of the Company and (c) certifying as to whether Seller is a foreign entity subject to withholding taxes pursuant to IRC Section 1445, (viii) assignments of any permits, licenses or approvals affecting the signatures Premises or the Project which are in Seller's name and authority are transferable (ix) such documents and instruments customary in commercial real estate transactions as shall be reasonably required by Buyer or its title company or Escrow Agent to effect the purposes of persons signing this Agreement, including without limitation (A) an affidavit enabling Buyer to obtain title insurance on the Transaction Documents Premises without the standard exceptions for mechanic's liens and related documents on behalf parties in possession (which affidavit may be qualified in light of Buyer's possession of the Company; Premises), and (vB) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and such good standing of each of certificates, consents, or resolutions as may be required by the Company title company or the Land Court to record the Deed and the Bank in North Carolina issued by Reciprocal Easement Agreement, and (x) a check or wire covering the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateSecurity Deposit. (b) On or prior Buyer shall deliver to Escrow Agent: (i) any unpaid Rent which has accrued under the Lease through the Closing, each Purchaser shall deliver (ii) the Note; (iii) the Subordinated Mortgage in the form attached hereto as Schedule "F", (iv) a counterpart of the Reciprocal Easement Agreement, (v) a counterpart recordable termination of any notice or cause to be delivered memorandum of lease that may have been executed with respect to the Company Lease together with any Buyer resolutions or certificates as may be required by the following Land Court to file the same, (vi) any customary buyer affidavits or certificates required by the “Purchaser Deliverables”): (i) title insurer insuring the Premises for the Buyer, as well as such other instruments or documents as are reasonably required to effect the purposes of this Agreement, including without limitation such good standing certificates, consents, or resolutions as may be required by the Registration Rights Agreement andtitle company or the Land Court to record the Subordinated Mortgage and the Reciprocal Easement Agreement, with respect to the Lead Investors, the management rights agreement (vii) current evidence of Buyer's formation and good standing in the form State of Exhibit FDelaware and its qualification to do business in Massachusetts, duly executed and (viii) a check or wire for any closing costs payable by such Purchaser; andBuyer hereunder. Seller's right to payment under the Note shall be pari passu with the rights of any holders of equity or membership interests in Buyer and Buyer shall not grant any rights to distribution which are inconsistent with the foregoing. The Subordinated Mortgage shall be granted by Buyer to Seller subject only to matters of record affecting the Premises at the t▇▇▇ ▇▇▇▇▇▇ conveyed the same to Buyer (excluding mechanic's liens or other encumbrances created by Buyer), and the lien of any Paramount Mortgage or Paramount Lien, each as defined in the Mortgage. (iic) its Subscription AmountBuyer and Seller may agree, in U.S. dollars as part of the settlement instructions to Escrow Agent, to offset and in immediately available funds, in adjust their respective payment obligations of Rent and the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsSecurity Deposit.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, will deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (iA) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit Fitems required to be delivered to Buyer pursuant to Section 8, duly executed by the Company;Company where so required, (iiB) one certificates representing the applicable Debenture and Warrant, (C) a certificate ("CLOSING CERTIFICATE") signed by its chief executive officer or more stock certificates chief financial officer (1) representing the truth and warrant certificates (if physical certificates are required accuracy of all the representations and warranties made by the Purchaser Company contained in this Agreement, as of the applicable Closing Date, as if such representations and warranties were made and given on all such dates, (2) adopting the covenants and conditions set forth in this Agreement in relation to be held immediately prior to Closing; if notthe applicable Debenture and Warrants, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing (3) representing the timely compliance by the Company with the original stock certificates Company's registration requirements set forth in the Registration Rights Agreement, and (4) certifying that an Event of Default has not occurred, (D) a legal opinion in substantially the form of Exhibit E attached hereto in relation to be delivered within three Business Days of the Closing DateCompany, the applicable Debenture, the applicable Warrant and the Transaction Documents ("CLOSING LEGAL OPINION"), evidencing the Securities subscribed for by Purchaser hereunder, (E) a Debenture with a principal amount equal to such Buyer’s Original Principal Amount, registered in the name of such Purchaser Buyer, (or, if the Company and such Purchaser agree, the Company shall cause to be made F) a book-entry record through the facilities of DTC representing the Common Shares Warrant registered in the name of such PurchaserBuyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(v);) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(v)) subject to adjustment therein, and (iiiG) a legal opinion of the Intercreditor Agreement duly executed by the Company Counseland the buyers signatory to the Securities Purchase Agreement, dated as of April 16, 2007, between the Closing Date Company and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andbuyers; (ivH) a certificate of the Secretary of the CompanyLimited Standstill Agreements, in the form attached hereto of Exhibit F hereto, duly executed by each of the Designated Insiders (as Exhibit E (the “Secretary’s Certificate”defined in Section 4(r), dated as of ). On the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (iA) this Securities Purchase Agreement, including the Registration Rights Agreement and, with respect to the Lead InvestorsAgreement, the management rights agreement in Security Agreement and the form of Exhibit F, Intercreditor Agreement duly executed by such Purchaser; and Buyer, (iiB) its Subscription Amount, in U.S. dollars and in immediately available funds, funds in the amount indicated below of such PurchaserBuyer’s name on the applicable signature page hereto Purchase Price by wire transfer to the account as specified in accordance with writing by the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) this Agreement, including evidence of book entry of the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required Shares purchased by the Purchaser pursuant to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderthis Agreement, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)or its nominee; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (ivii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)A, dated as of the Closing Date, (aA) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesSeries B Preferred Shares, (bB) certifying the current versions of the articles Articles of incorporation, as amended, Incorporation and by-lawsbylaws, as amended, of the Company and Company, (cC) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iii) a certificate, dated as of the Closing Date and signed by of the President and Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit B; (iv) a Subsistence Certificate for the Company from the Department of State of the Commonwealth of Pennsylvania as of a recent date; (v) a certificate of the Federal Reserve Bank of Philadelphia to the effect that the Company is a registered bank holding company under the BHCA; (vi) a certificate referred of the PDBS as of a recent date evidencing the corporate existence of the Bank; (vii) a certificate of the FDIC to the effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (viii) a registration rights agreement, substantially in Section 5.1(gthe form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by the Company; (ix) the Statement with Respect to Shares relating to the Series B Preferred Stock filed with the Department of State of the Commonwealth of Pennsylvania in the form attached hereto as Exhibit D (the “Series B Preferred Stock Statement with Respect to Shares”); (x) the resignations of all of the Resigning Directors, in form and substance reasonably acceptable to the Initial Investors; and (vixi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued Warrant Agreement, duly executed by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateCompany. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Purchase Price” by wire transfer in accordance with to the account provided by the Company’s written instructions; (ii) the Registration Rights Agreement, duly executed by the Initial Investor Persons; (iii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit E; (iv) the Warrant Agreement, duly executed by the Initial Investors; (v) a properly completed and duly executed IRS Form W-9 dated no earlier than twenty (20) days prior to the Closing Date; and (vi) a certificate, dated as of the Closing Date, signed by an authorized officer of such Purchaser, or, if such Purchaser is a natural person, signed by such Purchaser, certifying the fulfillment of the conditions specified in Section 5.2(a) and Section 5.2(b) with respect to such Purchaser.

Closing Deliveries. (a) On At the Closing: (i) the Corporation shall deliver to the Investors one or prior more certificates representing the Purchased Shares and the Warrants, free and clear of all Liens, registered in the name of the Investors (or as directed in writing by the Investors) in the Corporation’s records, in the amounts set forth next to such Investor’s name on Schedule C hereto; and (ii) each of the Investors shall pay to the Corporation (or as it may otherwise direct) its respective portion of the Purchase Price by bank draft or wire transfer of immediately available funds. (b) At the Closing, the Company Corporation shall issue, also deliver or cause to be delivered to the Investors each Purchaser of the following (following, together with such other documents as the “Company Deliverables”):Investors may reasonably require: (i) this Agreement, including a certificate of compliance issued by Industry Canada dated the Registration Rights Agreement Closing Date with respect to the legal existence and good standing of the management rights agreement in Corporation under the form laws of Exhibit F, duly executed by the CompanyCanada; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary Corporation’s President or another authorized officer of the CompanyCorporation, not in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)his personal capacity, dated as of the Closing Date, in form reasonably satisfactory to the Investors, certifying: (aA) certifying the resolutions adopted by the Board of Directors an attached true and complete copy of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement Corporation’s articles of incorporation together with all amendments thereto; (B) an attached true and the other Transaction Documents and the issuance complete copy of the Securities, (b) certifying the Corporation’s current versions of the articles of incorporation, as amended, and by-laws, as amended, ; (C) an attached true and complete copy of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf resolutions of the Company; (v) the certificate referred to in Section 5.1(g); Corporation’s board of directors and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closingif necessary, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreementshareholders, including the Registration Rights Agreement andrespectively, with respect to the Lead transactions hereby contemplated or otherwise to be effected at the Closing; and (D) the incumbency of the Corporation’s officers; (iii) a certificate of the Corporation’s President or another authorized officer of the Corporation, not in his personal capacity, in a form reasonably satisfactory to the Investors, certifying for and on behalf of the management rights agreement in Corporation that the form Corporation has complied with all covenants and satisfied all terms and conditions of Exhibit F, duly executed by such Purchaserthis Agreement on its part to be complied with or satisfied at or prior to the Time of Closing on the Closing Date; and (iiiv) its Subscription Amount, in U.S. dollars and in immediately available funds, in payment of the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsamounts then due under Section 6.1.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) this Agreement, including evidence of book entry of the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required Shares purchased by the Purchaser pursuant to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderthis Agreement, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)or its nominee; (iiiii) a legal opinion opinions of Local Counsel, Regulatory Counsel and Company Counsel, as applicable, dated as of the Closing Date and in the form attached hereto as Exhibit DDate, executed by such counsel and addressed to the Purchasers; andCo-Lead Investors; (iviii) a certificate of the Secretary of the Company, substantially in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Certificate of incorporation, as amended, Incorporation and by-lawsbylaws, as amended, of the Company Company, (c) certifying the fulfillment of the conditions specified in Section 5.1, and (cd) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iv) a certificate, dated as of the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, substantially in the form attached hereto as Exhibit D; (v) a Certificate of Legal Existence of the Company from the Connecticut Secretary of State as of a recent date; (vi) a certificate referred of the Federal Reserve Bank of New York to the effect that the Company is a registered bank holding company under the BHCA; (vii) a certificate of the OCC as of a recent date evidencing the corporate existence of the Bank; (viii) a certificate of the FDIC to the effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (ix) the Certificate of Amendment to the Certificate of Incorporation of the Company relating to the Series A Preferred Stock of the Company filed with the Connecticut Secretary of State in Section 5.1(gthe form attached hereto as Exhibit E (the “Certificate of Designations”); and (vix) The Company shall have delivered a certificate evidencing registration rights agreement, substantially in the formation and good standing of each of form attached hereto as Exhibit A (the Company and the Bank in North Carolina issued “Registration Rights Agreement”), duly executed by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateCompany. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer in accordance with from the Escrow Account to the account provided by the Company’s written instructions; (ii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit B; and (iii) the Registration Rights Agreement duly executed by the Purchasers.

Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments, and agreements, each of which shall be in form and substance and executed in such counterparts (if applicable) as shall be acceptable to Administrative Agent and each of which shall, unless otherwise indicated, be dated as of the Fourth Amendment Effective Date: (a) On or prior to counterparts hereof duly executed by the Closing, Borrower and each of the Company shall issue, deliver or cause to be delivered to each Purchaser Lenders and consent and agreement counterparts hereof duly executed by the following (the “Company Deliverables”):other Loan Parties; (ib) this Agreement, including a certificate of a Financial Officer of the Registration Rights Agreement and the management rights agreement Borrower in substantially the form of Exhibit FD-2 to the Credit Agreement (i) certifying that no Default has occurred, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing setting forth reasonably detailed calculations demonstrating pro forma compliance with the original stock certificates to be delivered within three Business Days Consolidated Total Interest Coverage Ratio for the Rolling Period ended December 31, 2013 (without adding any Equity Cure Amounts or Equity Cure Rollover Amounts in the calculation of Annualized Consolidated EBITDA) and the Consolidated Total Leverage Ratio (calculated in accordance with Section 2.1), including, without limitation, reasonably detailed calculations of the Closing DateSpecified Projects EBITDA Adjustment for each Specified Project (including a reasonably detailed summary of the terms of the applicable customer contracts relating to such calculation), evidencing the Securities subscribed for by Purchaser hereundereach Specified Project’s Scheduled Completion Date, registered in the name of such Purchaser and each Specified Project’s Projected Capacity (orand, if the Company applicable, any changes to such Projected Capacity and such Purchaser agreesupporting information as required), the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as stating whether any change in GAAP or in the application thereof has occurred since the date of the Closing Date and financial statements referred to in Section 7.04 of the form attached hereto as Exhibit DCredit Agreement and, executed by if any such counsel and addressed to change has occurred, specifying the Purchasers; and effect of such change on such calculations, (iv) a certificate of attaching reports setting forth the Secretary of processing volumes for the CompanyRolling Period ended December 31, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended2013, and by-laws, as amended, of the Company and (cv) certifying as to the signatures and authority satisfaction of persons signing the Transaction Documents and related documents on behalf each of the Company; conditions precedent set forth in this Section 2 (v) other than with respect to the certificate referred to in Administrative Agent’s acceptance of the form and substance of the closing deliveries required under this Section 5.1(g2.3); and (vic) The Company shall have delivered a certificate evidencing such other documents, instruments and certificates as the formation Administrative Agent or its counsel may reasonably request relating to the foregoing, the organization, existence and good standing of the General Partner and each of the Company Loan Parties, the authorization of this Amendment and the Bank in North Carolina issued by the North Carolina Secretary of Statetransactions contemplated hereby, as of a date within five (5) business days of the Closing Date. (b) On or prior and any other legal matters relating to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead InvestorsGeneral Partner, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars Loan Parties and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsthis Amendment.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):: (iA) this Agreement, including Seller shall deliver to Purchaser: (1) certificates representing the Registration Rights Agreement and the management rights agreement in the form of Exhibit FShares, duly endorsed in blank or accompanied by stock powers duly executed by the Companyin proper form for transfer to Purchaser; (ii2) one or more stock certificates an Assignment and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies Assumption of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered Option Agreement in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in substantially the form attached hereto as Exhibit DA (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by such counsel Seller and addressed each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the Purchasersincumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (iv4) a certificate of the Secretary of the CompanyCompany certifying, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated complete and accurate as of the Closing DateClosing, (a) attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the resolutions adopted by incumbency of the Board of Directors officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a duly authorized committee thereof certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and the any other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause document contemplated hereby to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities Preferred Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the Investor Questionnaire included as Exhibit D, hereto, (the “Stock Certificates”) (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Preferred Shares registered in the name of such PurchaserPurchaser or as otherwise set forth on the Investor Questionnaire); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DE, executed by such counsel and addressed to the Purchasers; and; (iv) the Registration Rights Agreement duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (“Board of Directors”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-lawsbylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g); and; (vivii) The Company shall have delivered a certificate evidencing the formation and good standing Certificate of each of Good Standing for the Company and from the Bank in North Carolina issued by the North Carolina California Secretary of State, as of a date within five recent date; and (5viii) business days a Certificate of Good Standing for the Closing DateBank from the DFI, as of a recent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions.; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit D.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser and Other Investor the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three two Business Days of the Closing Date), evidencing the Securities shares of Common Stock subscribed for by Purchaser hereunder, registered in the name of such Purchaser or its nominee (the “Stock Certificates”) (or, if the Company and such Purchaser or Other Investor agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the shares of Common Shares Stock registered in the name of such PurchaserPurchaser or its nominee); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DC, executed by such counsel and addressed to the Purchasers; and; (iv) a copy of the Tax Opinion; (v) the Registration Rights Agreement, duly executed by the Company; (vi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Stock, (b) certifying the current versions of the articles Articles of incorporation, as amended, Incorporation and by-laws, as amended, Bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvii) a certificate, dated as of the certificate referred Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Section 5.1(g)Sections 5.1(a) and (b) in the form attached hereto as Exhibit F; and (viviii) The Company shall have delivered a certificate evidencing the formation and good standing Certificate of Existence for each of the Company and the Bank in North Carolina issued by from the North Carolina Secretary of State, State as of a date within five (5) business days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) subject to a satisfactory pre-closing in form and substance satisfactory to each Purchaser, each Purchaser that does not require physical possession of a stock certificate prior to funding shall deliver to the Escrow Agent, pursuant to the Escrow Agreement, its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with at least one (1) Business Day prior to the Closing Date to the account provided by the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibits B-1.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall will issue, deliver or cause to be delivered to each the Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates certificate, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as expressly provided in Section 4.2(b)), evidencing the Securities subscribed for by Purchaser hereunderShares, registered in the name of such each Purchaser (or, if in the Company and such Purchaser agree, the Company shall cause number of Shares to be made a book-entry record through allocated to each Purchaser or as otherwise set forth on the facilities of DTC representing the Common Shares registered in the name of such Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto (“Stock Certificates”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and Date, in substantially the form attached hereto as Exhibit DB, executed by such counsel and addressed to the Purchasers; andPurchaser, which opinion shall be identical in all material respects to any opinion that may be delivered to the Other Purchasers as part of the Private Placement; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by the Transaction Documents, including the issuance of the Shares under this Agreement and the other Transaction Documents and shares of Common Stock under the issuance of the SecuritiesOther Purchase Agreements, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, Constituent Documents of the Company Company, and (c) certifying as to the signatures and authority of persons the individuals signing the Transaction Documents and related documents on behalf of the Company; (vvi) a certificate of the certificate referred Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.l(a), 5.l(b) and 5.l(j); and (vivii) The Company shall have delivered a certificate evidencing the formation Certificate of Good Standing and good standing a Certificate of each of Existence for the Company and from the Bank in North Carolina issued by the North Carolina Louisiana Secretary of State, State dated as of a date within five (5) business days of the Closing Daterecent date. (b) On At or prior to the Closing, each the Purchaser shall will deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its the Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed Stock Certificate Questionnaire in the form attached hereto as Exhibit A.

Closing Deliveries. (a) On or prior to Parent and Merger Sub must have caused the Closing, the Company shall issue, deliver or cause following documents to be delivered (or tendered subject only to each Purchaser the following (the “Company Deliverables”):Closing) to Company: (i) this the Escrow Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the CompanyParent; (ii) one or more stock certificates and warrant certificates (if physical certificates are required the Exchange Agent Agreement executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company Exchange Agent and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Parent; (iii) a legal opinion of Company Counselthe Registration Rights Agreement, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel Parent and addressed to the Purchasers; andall other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of the Secretary good standing of the Companyeach of Parent and Merger Sub, in each case duly certified as of dated not earlier than the form attached hereto as Exhibit E tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (the “Secretary’s Certificate”)vi) a certificate, dated as of the Closing Date, (a) executed by duly authorized officers of Parent and Merger Sub, certifying the resolutions adopted by the Board of Directors satisfaction of the Company conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or a duly authorized committee thereof actions of Parent’s board of directors approving the transactions contemplated by execution and delivery of this Agreement and the other Transaction Documents and the issuance consummation of the Securitiestransactions contemplated hereby, (b) and certifying to the current versions incumbency of the articles officers of incorporation, as amended, Parent executing this Agreement and by-laws, as amended, of the Company and (c) certifying as any other document relating to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g)transactions contemplated hereby; and (viviii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days consummation of the Closing Date. (b) On or prior transactions contemplated hereby, and certifying to the Closing, each Purchaser shall deliver or cause to be delivered incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionstransactions contemplated hereby.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form a certificate or evidence of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderbook-entry notation, registered in the name of such Purchaser (oror its designated nominee, if representing the Company and such Purchaser agree, the Company shall cause Shares to be made a bookissued and delivered to Purchaser directly or to Purchaser’s designated broker-entry record through dealer account, against payment in full by Purchaser of the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Subscription Amount; (iiiii) a legal opinion certificate, duly executed by an officer of Company Counselthe Company, dated as of the Closing Date and certifying that the conditions specified in Section 4.1 have been fulfilled; (iii) a certificate of the form attached hereto as Exhibit DSecretary of State of the Commonwealth of Pennsylvania, executed by such counsel and addressed dated not more than five business days prior to the Purchasers; andClosing Date certifying that the Company is in good standing; (iv) a certificate of the Secretary or Assistant Secretary of the Company, in certifying as to (1) the form attached hereto as Exhibit E Company’s charter documents, (the “Secretary’s Certificate”), dated as 2) resolutions of the Closing Date, (a) certifying Independent Committee and the resolutions adopted by Company’s board of directors authorizing and approving the Board of Directors issuance of the Company or a duly authorized committee thereof approving the Shares and other transactions contemplated by this Agreement Agreement, and (3) the other Transaction Documents and the issuance incumbency of the Securitiesofficer authorized to execute this Agreement, (b) certifying setting forth the current versions of the articles of incorporation, as amended, name and by-laws, as amended, of the Company title and (c) certifying as to bearing the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companysuch officer; (v) an executed copy of the certificate referred Registration Rights Agreement; (vi) an executed copy of the Additional Listing Application to in Section 5.1(g)be submitted to the NYSE MKT for the listing of the Shares on the NYSE MKT; and (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of Statecross-receipt, as of a date within five (5) business days of dated the Closing Date, executed by the Company, to the effect that the Company has received the Subscription Amount for the Shares purchased by Purchaser. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and, with respect Subscription Amount by wire transfer of immediately available funds to an account designated by the Company in writing at least two business days prior to the Lead Investors, Closing by the management rights agreement in the form of Exhibit FCompany to Purchaser; (ii) a certificate, duly executed by such Purchaser, dated as of the Closing Date, certifying that the conditions specified in Section 3.1 have been fulfilled; (iii) an executed copy of the Registration Rights Agreement; and (iiiv) its Subscription Amounta cross-receipt, in U.S. dollars and in immediately available fundsdated the Closing Date, in executed by Purchaser to the amount indicated below such Purchaser’s name on effect that Purchaser has received the applicable signature page hereto Shares purchased by wire transfer in accordance with the Company’s written instructionsPurchaser hereunder.

Closing Deliveries. (a) On or prior to the Closing, the Company Lender shall issue, deliver or cause to be delivered to have received each Purchaser of the following (documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Lender and each of which shall, unless otherwise indicated, be dated the “Company Deliverables”):Effective Date: (i) an Amended and Restated Promissory Note payable to the order of Lender in the amount of the Commitment (as increased pursuant to this Agreement), including the Registration Rights Agreement and the management rights agreement substantially in the form of Exhibit FA attached hereto (the “Amended Note”), duly executed by the CompanyBorrower; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days a copy of the Closing articles or certificate of incorporation, articles or certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Effective Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as copy of the Closing Date operating agreement or comparable charter document, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the form attached hereto as Exhibit Dsole manager of each such Material Subsidiary) that such copy is true, executed by such counsel correct and addressed to complete on the Purchasers; andEffective Date; (iv) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Lender has requested relating to the existence of Borrower and each Material Subsidiary and to the effect that each such Person is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (v) a certificate of the Secretary incumbency of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)all Managers of Borrower who will be authorized to execute or attest to any Loan Document, dated as of the Closing Effective Date, executed by an authorized Manager of Borrower; (avi) certifying copies of resolutions or comparable authorizations approving this Agreement and the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving other Loan Documents and authorizing the transactions contemplated by this Agreement and the other Transaction Loan Documents (including without limitation the Commitment increase contemplated by this Agreement), duly adopted by the board of managers and, if applicable, members of Borrower accompanied by a certificate of a Manager of Borrower that such copies are true, correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the issuance operating agreement or comparable charter documents of Borrower) by the unanimous written consent of the Securitiesboard of managers and, (b) certifying if applicable, members of Borrower, as applicable, and that such resolutions constitute all the current versions resolutions adopted with respect to such transactions, have not been amended, modified, or rescinded or revoked in any respect, and are in full force and effect as of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g)Effective Date; and (vivii) The Company shall such other documents, certificates and instruments as Lender or its counsel may have delivered a certificate evidencing the formation reasonably requested (provided that no legal opinions will be required under this Section 4(a)), such documents, certificates and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause instruments to be delivered satisfactory to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement Lender or its counsel in the form of Exhibit F, duly executed by such Purchaser; and (ii) all respects in its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsor their reasonable discretion.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required evidence of book entry of the Shares purchased by the Purchaser pursuant to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderthis Agreement, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)or its nominee; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)D, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Articles of incorporation, as amended, Incorporation and by-lawsbylaws, as amended, of the Company Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iv) a certificate, dated as of the Closing Date and signed by of the President and Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit E; (v) a Subsistence Certificate for the Company from the Department of State of the Commonwealth of Pennsylvania as of a recent date; (vi) a certificate referred of the Federal Reserve Bank of Philadelphia to the effect that the Company is a registered bank holding company under the BHCA; (vii) a certificate of the PDBS as of a recent date evidencing the corporate existence of the Bank; (viii) a certificate of the FDIC to the effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (ix) the Statement with Respect to Shares relating to the Series B Preferred Stock filed with the Department of State of the Commonwealth of Pennsylvania in Section 5.1(gthe form attached hereto as Exhibit G (the “Series B Preferred Stock Statement with Respect to Shares”); (x) with respect to Castle Creek, the VCOC Letter Agreement, the Warrant Agreement and a registration rights agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), each duly executed by the Company; (xi) with respect to CPV, the Registration Rights Agreement, duly executed by the Company; and (vixii) The Company shall have delivered a certificate evidencing the formation and good standing of signature pages to this Agreement from each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateAdditional Purchaser. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer in accordance with to the account provided by the Company’s written instructions; (iii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit B; (iv) with respect to Castle Creek, the VCOC Letter Agreement, the Warrant Agreement and the Registration Rights Agreement, each duly executed by Castle Creek; (v) with respect to CPV, the Registration Rights Agreement, duly executed by CPV; (vi) a properly completed and duly executed IRS Form W-9 dated no earlier than twenty (20) days prior to the Closing Date; and (vii) a certificate, dated as of the Closing Date, signed by an authorized officer of such Purchaser certifying the fulfillment of the conditions specified in Section 5.2(a) and Section 5.2(b) with respect to such Purchaser.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by The Purchaser shall have received a certificate from the Company;, dated as the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 7.3(a), 7.3(b) and 7.3(c) (ii) one or more stock certificates and warrant certificates (if physical certificates are required by The Company shall have delivered to the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary from its secretary certifying as to (A) copies of the Company, ’s Governing Documents as in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated effect as of the Closing Date, (aB) certifying the resolutions adopted by the Board of Directors of the Company Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or a duly authorized committee thereof approving by which it is bound, and the consummation of the transactions contemplated by hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of or any Ancillary Document to which the Company and (c) certifying as is or is required to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;be a party or otherwise bound. (v) the certificate referred to in Section 5.1(g); and (viiii) The Company shall have delivered to the Purchaser a certificate evidencing the formation and good standing certificate (or similar documents applicable for such jurisdictions) for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of the Company’s jurisdiction of organization. (iv) The Purchaser shall have received a copy of the Escrow Agreement, duly executed by the Stockholder Representative and the Escrow Agent. (v) The Exchange Agent shall have received from each Company Stockholder: (A) the Company Certificates representing the Company Stock (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to the Purchaser and Exchange Agent), (B) a properly completed and duly executed Letter of Transmittal, and (C) such other documents and executed instruments of transfer in respect of the Company Stock as may be reasonably requested by the Exchange Agent and in form reasonably acceptable for transfer on the books of the Company. (vi) The Purchaser shall have received duly executed written resolutions of the board of directors of the Company, in the agreed form, approving: the Merger, Merger Agreement and the transactions contemplated thereby. (vii) The Purchaser shall have received written resignations, effective as of the Closing, of each of the directors and officers of the Company and the Bank in North Carolina issued as requested by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or Purchaser prior to the Closing, each . (viii) The Purchaser shall deliver or cause to be delivered have received evidence reasonably acceptable to the Company the following (the “Purchaser Deliverables”): that (i) this Agreementthe Company Notes and all other issued or outstanding convertible securities of the Company or commitments therefor, including without limitation the Registration Rights Agreement and▇▇▇▇▇▇ Bay Notes, with respect the ▇▇▇▇▇▇ Bay Warrants and all other Company Notes and Company Warrants shall have been terminated, extinguished and cancelled in full. (ix) The Purchaser shall have received evidence reasonably acceptable to the Lead InvestorsPurchaser, including payoff letters, that all outstanding Indebtedness of the management rights agreement in Company (other than the form of Exhibit F, duly executed by such Purchaser; and (iiConvertible Notes terminated pursuant to Section 7.3(d)(viii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsabove) shall be repaid or otherwise extinguished.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Celgene the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered Shares in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities form, free and clear of DTC representing the Common Shares registered all restrictive and other legends (except as provided in the name of such PurchaserSection 4.1(b) hereof); (iii) a legal opinion of Company Counsel, dated as of the Closing Date Date, in form and in the form attached hereto as Exhibit Dsubstance reasonably satisfactory to Celgene, executed by such counsel and addressed to the Purchasers; andCelgene; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary or Assistant Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit B; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of Delaware, as of a date within five (5) business days Business Days of the Closing Date; and (vii) a certified copy of the articles of incorporation, as certified by the Secretary of State of Delaware as of a date within five (5) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser Celgene shall deliver or cause to be delivered to the Company the following (the “Purchaser Celgene Deliverables”): (i) this Agreement, including duly executed by Celgene; (ii) the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit FAgreement, duly executed by such PurchaserCelgene; and (iiiii) its Subscription Amounta lock-up agreement, in U.S. dollars and in immediately available fundsduly executed by Celgene, in the amount indicated below such Purchaser’s name on the applicable signature page form attached hereto by wire transfer in accordance with the Company’s written instructions.as Exhibit C.

Closing Deliveries. (ai) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Buyer the following following: (A) a certificate (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted in form and substance reasonably satisfactory to Buyer, signed by the Board of Directors secretary of the Company Company, attaching thereto copies of the following documents and certifying, as applicable, that (x) such copies are complete and correct copies of such documents, (y) such documents are in full force and effect, and (z) such documents have not been amended, modified, or a duly authorized committee thereof approving rescinded (and that the transactions contemplated by amendment, modification, or rescinding of such documents has not been authorized): i. each of the Company’s Organizational Documents; ii. the requisite written consent, or minutes of the meeting, of the Company’s board or managers or other governing body authorizing the execution and delivery of this Agreement and the other Transaction Documents Ancillary Documents, the Merger, and the issuance performance of the Securitiestransactions contemplated hereby and thereby, (b) certifying the current versions on behalf of the articles Company; and iii. the requisite consent, or minutes of incorporation, as amended, and by-laws, as amendedthe meeting, of the Company Company’s required equity holders authorizing the execution and (c) certifying as to delivery of this Agreement and the signatures Ancillary Documents, and authority the performance of persons signing the Transaction Documents transactions contemplated hereby and related documents thereby, on behalf of the Company; (vB) a certificate of good standing of the Company from the Secretary of State of the State of Colorado dated within five (5) Business Days of the Closing Date; (C) a certificate referred to executed by an officer of the Company, dated the Closing Date, stating that the preconditions specified in Section 5.1(g6.2, as they relate to the Company have been satisfied; (D) from the Company, a certificate certifying that Membership Interests are not “United States real property interests” within the meaning of Section 897(c) of the Code (the “FIRPTA Certificate”); and (viE) The Company shall have delivered a certificate evidencing the formation and good standing of each of Ancillary Documents, duly executed by the Company Escrow Agent and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateSellers’ Representative. (bii) On or prior to At the Closing, each Purchaser shall Buyer and Parent will deliver or cause to be delivered to the Company Sellers or the following Sellers’ Representative the following: (A) a certificate (the “Purchaser DeliverablesBuyer Secretary Certificate”), dated the Closing Date, in form and substance reasonably satisfactory to Sellers’ Representative, signed by signed on behalf of Buyer by Buyer’s Secretary, attaching thereto copies of the following documents and certifying, as applicable, that (x) such copies are complete and correct copies of such documents, (y) such documents are in full force and effect, and (z) such documents have not been amended, modified, or rescinded (and that the amendment, modification, or rescinding of such documents has not been authorized): i. each of Buyer’s Organizational Documents; ii. the requisite written consent, or minutes of the meeting, of Buyer’s board or managers or other governing body authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of Buyer; and iii. the requisite written consent, or minutes of the meeting, of Parent’s Board authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of Parent; (iB) this Agreementa certificate of good standing of each of Buyer and Parent from the Secretary of State its jurisdiction of organization, including and each other state in which the Registration Rights Agreement Company is qualified to do business dated within five (5) Business Days of the Closing Date; (C) a certificate executed by an officer of each of Buyer and Parent, dated the Closing Date, stating that the preconditions specified in Section 6.3 as they relate to Buyer and Parent have been satisfied; and, with respect to (D) the Lead Investors, the management rights agreement in the form of Exhibit FAncillary Documents, duly executed by such PurchaserBuyer; and (iiE) its Subscription Amounta capitalization table of Parent dated as of the Closing Date. (iii) At the Closing, in U.S. dollars and in immediately available fundsParent will deliver: (A) to the Sellers’ Representative, the Closing Cash Payment; (B) to the Escrow Agent, the Stock Consideration (excluding the Indemnity Escrow Shares) to be deposited in the amount indicated below such Purchaser’s name on Stock Escrow Account; and (C) to the applicable signature page hereto by wire transfer in accordance with Escrow Agent, the Company’s written instructionsIndemnity Escrow Shares to be deposited into the Indemnity Escrow Account.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser CSOR Liquidation shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):documents: (i) this AgreementStock certificates evidencing all of the shares of Company Preferred Shares duly endorsed for transfer or accompanied by duly executed stock powers; (ii) Any outstanding shareholder agreements relating to the Company Preferred Shares; (iii) The certificate described in Section 6.3(c); (iv) An incumbency certificate signed by the Manager of CSOR Liquidation dated at or about the Closing Date; (v) A certificate of good standing from the Secretary of State of the State of Delaware, including dated at or about the Registration Rights Closing Date, to the effect that CSOR Liquidation is in good standing under the laws of said state; (vi) Certificate of Formation of CSOR Liquidation certified by the Secretary of State of the State of Delaware at or about the Closing Date and the Operating Agreement of CSOR Liquidation certified by the Manager of CSOR Liquidation at or about the Closing Date; (vii) Manager resolutions and, with respect to if required under CSOR Liquidation's formation documents or applicable Delaware law, Member resolutions, of CSOR Liquidation dated at or about the Lead InvestorsClosing Date authorizing the Transactions, certified by the management rights agreement Manager of CSOR Liquidation; (viii) General releases executed by CSOR Liquidation and each of the Members, which releases shall be substantially in the form attached hereto as Exhibit 2.2(a)(viii)(a), in the case of Members who are individuals, and Exhibit F2.2(a)(viii)(b), duly executed by such Purchaserin the case of CSOR Liquidation and Members who are entities; and (ix) Such other documents, instruments and consents required to consummate the Transactions and to comply with the terms hereof. (b) At the Closing, the Company shall deliver or cause to be delivered to CSOR Liquidation the following documents: (i) Certificates evidencing all of the Securities duly endorsed for transfer or accompanied by duly executed stock powers; (ii) its Subscription AmountAgreements evidencing the assignment of the Receivables to CSOR Liquidation; (iii) The certificate described in Section 6.2(c); (iv) An incumbency certificate signed by all of the executive officers of the Company dated at or about the Closing Date; (v) A certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that the Company is in U.S. dollars good standing under the laws of said state; (vi) Board resolutions of the Company dated at or about the Closing Date authorizing the Transactions, certified by the Secretary of the Company; and (vii) Such other documents, instruments and in immediately available funds, in consents required to consummate the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance Transactions and to comply with the Company’s written instructionsterms hereof. (b) Each of the parties to this Agreement shall have otherwise executed whatever documents and agreements, provided whatever consents or approvals and shall have taken all such other actions as are required under this Agreement.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by The Purchaser shall have received a certificate from the Company;, dated as the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 7.3(a), 7.3(b) and 7.3(c) (ii) one or more stock certificates and warrant certificates (if physical certificates are required by The Company shall have delivered to the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary from its secretary certifying as to (A) copies of the Company, ’s Governing Documents as in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated effect as of the Closing Date, (aB) certifying the resolutions adopted by the Board of Directors of the Company Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or a duly authorized committee thereof approving by which it is bound, and the consummation of the transactions contemplated by hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of or any Ancillary Document to which the Company and (c) certifying as is or is required to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;be a party or otherwise bound. (v) the certificate referred to in Section 5.1(g); and (viiii) The Company shall have delivered to the Purchaser a certificate evidencing the formation and good standing certificate (or similar documents applicable for such jurisdictions) for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the proper Governmental Authority of the Company’s jurisdiction of organization. (iv) The Purchaser shall have received a copy of the Escrow Agreement, duly executed by the Stockholder Representative and the Escrow Agent. (v) The Exchange Agent shall have received from each Company Stockholder: (A) the Company Certificates representing the Company Stock (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to the Purchaser and Exchange Agent), (B) a properly completed and duly executed Letter of Transmittal, and (C) such other documents and executed instruments of transfer in respect of the Company Stock as may be reasonably requested by the Exchange Agent and in form reasonably acceptable for transfer on the books of the Company. (vi) The Purchaser shall have received duly executed written resolutions of the board of directors of the Company, in the agreed form, approving: the Merger, Merger Agreement and the transactions contemplated thereby. (vii) The Purchaser shall have received written resignations, effective as of the Closing, of each of the directors and officers of the Company and the Bank in North Carolina issued as requested by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or Purchaser prior to the Closing, each . (viii) The Purchaser shall deliver or cause to be delivered to have received the financial statements of the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amountincluding, in U.S. dollars and in immediately available fundseach case, in any related notes thereto), consisting of the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with consolidated balance sheets of the Company’s written instructions, and the related income statements, changes in stockholder equity and statements of cash flows that are required by Rule 3-05 of Regulation S-X for the periods specified by Rule 3-05(b) or Rule 8-04(b) of Regulation S-X, as applicable.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) facsimile copies of one or more stock certificates and warrant certificates (if physical certificates are required by Notes registered in the name of the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing set forth on the signature pages hereto with the original stock certificates to be Notes delivered within three Business (3) Trading Days of Closing; (iii) facsimile copies of one or more Warrants, executed by the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, Company and registered in the name of such Purchaser (oras on the signature pages hereto, if the Company and pursuant to which such Purchaser agree, shall have the Company shall cause right to be made a book-entry record through acquire such number of Warrant Shares as set forth on the facilities signature page for each Purchaser hereto) with the original Warrants delivered within three (3) Trading Days of DTC representing the Common Shares registered in the name of such Purchaser)Closing; (iiiiv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DG, executed by such counsel and addressed to the Purchasers; and; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit H; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g5.1(i); and; (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState (or comparable office) of Delaware, as of a date within five fifteen (515) business days Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within fifteen (15) Business Days of the Closing Date; (ix) a certified copy of the certificate of incorporation, as certified by the Secretary of State (or comparable office) of Delaware, as of a date within fifteen (15) Business Days of the Closing Date; and (x) the Right of First Negotiation Agreement, by and between and duly executed by the Company and Celgene Corporation, with respect to the Company’s Neo-Kidney Augment Program and the Collaboration and Option Agreement, by and among and duly executed by the Company, Celgene Corporation and Celgene European Investment Company LLC, incorporating an option for Celgene European Investment Company LLC to buy the Company’s esophagus program (the “Celgene Strategic Transaction Documents”). (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i1) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, Transaction Documents duly executed by such Purchaser; and (ii2) its Subscription AmountPurchase Price for the Notes, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer in accordance with to the Company’s written instructions., as set forth on Exhibit J attached hereto

Closing Deliveries. (a) On or prior to the At each Closing, the Company as applicable, Equalnet shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser the following (Purchasers the “Company Deliverables”): following: (i) this Agreementcertificates representing the number of shares of to be issued and delivered as described in Section 4.1, including free and clear of all encumbrances with all necessary share transfer and other documentary stamps attached at the Registration Rights Agreement and the management rights agreement in the form expense of Exhibit FEqualnet, duly executed by the Company; (ii) one evidence or more stock copies of any consents, approvals, orders, qualifications, agreements or waivers required pursuant to Article V, (iii) all certificates and warrant certificates (if physical certificates are other instruments and documents required by the Purchaser this Agreement to be held immediately delivered by Equalnet to the Purchasers at or prior to Closing; if not(iv) an opinion from the general counsel of Equalnet, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of dated the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company form and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed substance satisfactory to the Purchasers; and , (ivv) (A) a copy of the Articles of Incorporation or other organizational documents of Equalnet, including all amendments thereto, certified by the Secretary of State of Texas, (B) a certificate from the Secretary of State or other appropriate official of the State of Texas to the effect that Equalnet is in good standing and listing all charter documents, (C) a certificate from the Secretary of State or other appropriate official in each State or country in which Equalnet is qualified to do business to the effect that Equalnet is in good standing in each such State or country and (D) a copy of the Bylaws of Equalnet and the resolutions of the Board of Directors of Equalnet authorizing the transactions contemplated hereby, certified by the Secretary of Equalnet as being true and correct and in effect on such Closing Date, (vi) a certificate of the Secretary chief financial officer or other authorized officer of Equalnet certifying that (A) the Company, representations and warranties contained in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated Merger Agreement are true and correct as of the Closing Date, (B) all consents and approvals required by this Agreement and the Merger Agreement have been obtained by the Closing Date and (C) Equalnet has performed and complied in all material respects with all agreements covenants and conditions required by this Agreement and the Merger Agreement as of the Closing Date, (vii) evidence of the consummation of the Second Amended Joint Plan Of Reorganization, as modified through the date hereof, of Equalnet's wholly-owned subsidiary, Equalnet Corporation, by the United States Bankruptcy Court for the Southern District of Texas, Houston Division, (viii) (a) certifying valid and enforceable irrevocable resignations of four directors of Equalnet and the Chairman and the Chief Executive Officer of Equalnet, effective as of the Effective Time (except in the case of the resignation of the Chief Executive Officer which shall be effective upon the satisfaction, or deemed satisfaction, of the condition set forth in Section 7.1(k) of the Merger Agreement), and (b) valid and enforceable resolutions adopted by of the Board of Directors of Equalnet taking all necessary action to appoint, effective as of the Company Effective Time, representatives of Orix to the Board of Directors which shall constitute a majority of the Board of Directors of Equalnet, appointing ▇▇▇▇ ▇▇▇▇▇▇ (or such other individual as Orix shall designate) as Chairman of the Board of Directors of Equalnet and, effective as of May 25, 1999, appointing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Co-Chief Executive Officer of Equalnet until such time as the condition set forth in Section 7.1(k) of the Merger Agreement is satisfied or deemed to have been satisfied at which time ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall become the Chief Executive Officer and (ix) other than for the first Closing, delivery of the Irrevocable Proxy Agreements representing sufficient shares of Common Stock (on a duly authorized committee thereof approving fully-diluted basis) to effect the amendment of the Articles of Incorporation of Equalnet necessary to consummate the transactions contemplated by this the Merger Agreement and the other Transaction Documents and the issuance of Equalnet Common Stock pursuant to the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-Merger Agreement under all applicable laws, as amendedrules and regulations including, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investorswithout limitation, the management rights agreement in the form rules of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsNASDAQ.

Closing Deliveries. (a) On At the Closing, Toshiba or the Toshiba Member (as applicable) shall execute and deliver, as applicable, to the Company the following documents, where the execution or delivery of documents is ** This portion has been redacted pursuant to a confidential treatment request. contemplated, and shall take or cause to be taken the following actions, where the taking of action is contemplated: (i) The Toshiba Initial Contribution paid to the Company by wire transfer of immediately available funds to an account of the Company specified in writing by the Company at least 5 Business Days prior to the Closing Date; (ii) The Amended and Restated Operating Agreement of the Company in the form of Exhibit B (the “Company LLC Agreement”), duly executed by Toshiba or the Toshiba Member (as applicable); (iii) A certificate, duly executed by authorized officer of Toshiba, certifying to the Company the truth as of the Closing of the representations and warranties of such entity as set forth in Article IV hereof; and (iv) Such other instruments and documents as are reasonably necessary to effect the transactions contemplated hereby to occur at Closing. (b) At the Closing, the Company shall issueexecute and deliver, deliver as applicable, to Toshiba the following documents, where the execution or delivery of documents is contemplated, and shall take or cause to be delivered to each Purchaser taken the following (actions, where the “Company Deliverables”):taking of action is contemplated: (i) this The Company LLC Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by each member of the CompanyCompany that is an Affiliate of Genco; (ii) one or more stock certificates and warrant certificates (if physical certificates are required A certificate, duly executed by authorized officer of the Purchaser Company, certifying to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with Toshiba the original stock certificates to be delivered within three Business Days truth as of the Closing Date), evidencing of the Securities subscribed for by Purchaser hereunder, registered in the name representations and warranties of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered entity as set forth in the name of such Purchaser);Article V hereof; and (iii) a legal opinion of Company Counsel, dated Such other instruments and documents as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed are reasonably deemed necessary to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving effect the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as hereby to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Dateoccur at Closing. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to At the Closing, Target or the Company shall issuePrincipal, deliver as applicable, will deliver, or cause to be delivered delivered, to each Purchaser Purchaser, the following (the “Company Deliverables”):following: (i) this Agreementa closing statement (the “Closing Statement”) containing (1) the consolidated balance sheet of Target as of 11:59 p.m. on the day prior to the Closing Date (without giving effect to any of the Transactions), including the Registration Rights Agreement (2) Target’s Net Working Capital, (3) Target Cash, and the management rights agreement in the form of Exhibit F, duly executed by the Company(4) Transaction Expenses; (ii) one or more stock certificates a certificate of good standing for Target issued by Target’s legal jurisidiction of formation and warrant certificates (if physical certificates are required place of principal operation, and a certificate of compliance pertaining to any Permits held by the Purchaser Target, each to be held immediately dated within three (3) Business Days prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion certificate, validly executed by an authorized officer of Company CounselTarget, dated certifying that (A) the resolutions, as attached to such certificate, were duly adopted by the board of directors and Principal of Target, as applicable, authorizing and approving the execution of this Agreement and the consummation of the Closing Date Transactions, and that such resolutions remain in full force and effect, (B) the form Charter Documents attached hereto as Exhibit to such certificate are true and correct, and include all amendments thereto, (C) Target has not experienced a Material Adverse Effect since its organization or formation, (D, executed by such counsel ) the representations and addressed to the Purchasers; and (iv) a certificate warranties of the Secretary of the Company, Target in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated this Agreement are true and correct as of the Closing Date, (aE) certifying the resolutions adopted all actions and obligations to be performed by the Board of Directors Target under this Agreement have been performed as of the Company or a duly authorized committee thereof approving Closing Date, and (F) the transactions contemplated by this Agreement Disclosure Schedule is true and the other Transaction Documents and the issuance accurate as of the SecuritiesClosing Date; (iv) copies reasonably acceptable to Purchaser of all consents, (b) certifying approvals and notices required to be obtained or made to consummate the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyTransactions; (v) payoff letters or final invoices in a form reasonably acceptable to Purchaser from each of the certificate referred parties to in Section 5.1(g)which any of the Transaction Expenses are payable; (vi) executed documents reasonably acceptable to Purchaser to allow Target, effective as of the Closing, to transfer all Target bank account authorizations to representatives designated by Purchaser; (vii) the minute books and all other books and records of Target and any of its Subsidiaries; and (viviii) The Company shall have delivered a certificate evidencing all other certificates, instruments and other documents reasonably requested by Purchaser to complete the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateTransactions. (b) On or prior to At the Closing, each Purchaser shall deliver will deliver, or cause to be delivered delivered, to the Company Principal, the following (the “Purchaser Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such PurchaserPromissory Note; and (ii) its Subscription Amountall other certificates, in U.S. dollars instruments and in immediately available funds, in other documents reasonably requested by the amount indicated below such Purchaser’s name on Representative to complete the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsTransactions.

Closing Deliveries. (a) On or prior At the Closing and subject to the Closingterms and ------------------ conditions of this Agreement, the Company shall issue, deliver or cause otherwise make available to be delivered to each Purchaser the following (the “Company Deliverables”):Parent and Buyer: (i) certified resolutions of the Board approving the Merger, this Agreement, including all other agreements and instruments executed and delivered by the Registration Rights Agreement Company pursuant to the terms hereof (the "Company Agreements"), and the management rights agreement in the form of Exhibit F, duly executed by the Companytransactions contemplated hereby and thereby; (ii) one or more stock certificates and warrant certificates (if physical certificates are required certified resolutions duly adopted by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies holders of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days a majority of the Closing Date), evidencing outstanding shares of Company Common Stock approving the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company Merger and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)this Agreement; (iii) a legal opinion of Company Counsel, dated as certificate of the Closing Date and in secretary of the form attached hereto Company certifying as Exhibit D, executed by such counsel and addressed to the Purchasers; andCompany's and the Subsidiaries' respective certificates of incorporation, bylaws and incumbency of officers immediately prior to the Effective Time; (iv) a certificate resignations by each current member of the Secretary of the CompanyBoard, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated each effective as of the Closing Date, Effective Time; (av) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf minute books of the Company; (vvi) stock certificates representing all issued and outstanding shares of capital stock of the Subsidiaries and the stock ledger and other stock records (including all cancelled stock certificates) and minute books of each Subsidiary; (vii) the certificate referred stock certificates representing 150,000 shares of Company Common Stock pledged by the sellers (the "Pledged Shares") named in that certain Share Purchase Agreement dated July 21, 1998, among the Company, Remote Power, Inc. and such sellers (the "RPI Purchase Agreement") as security for performance of such sellers' indemnification obligations, and any stock assignments or stock powers previously delivered to the Company with respect to the Pledged Shares, subject, however, to any prior release thereof in Section 5.1(g)accordance with the terms of the RPI Purchase Agreement and the respective Security Agreement and Collateral Assignment related to such Pledged Shares; and (viviii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina certificate issued by the North Carolina Maryland Secretary of State, as of a date within five (5) business days of the Closing Dateincluding tax good standing, for Integrated Power Corporation. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, : Selling Shareholder will deliver or cause to be delivered to Buyer: a certificate executed by an executive officer of Selling Shareholder representing and warranting to Buyer that: (A) each Purchaser of Selling Shareholder's representations and warranties in this Agreement was true and correct in all material respects as of the following date of this Agreement (except in the “case of any representation or warranty containing a materiality qualifier, in which case it must be accurate in all respects) and are so true and correct in all material respects as of the Closing Date as if made on the Closing Date (except in the case of any representation or warranty containing a materiality qualifier, in which case it must be accurate in all respects), giving full effect to any supplemental Schedules delivered by Selling Shareholder to Buyer on or prior to the Closing Date in accordance with Section 5.4, and (B) Selling Shareholder has performed, in all material respects, all obligations required to be performed by it under this Agreement at or prior to the Closing; the certificate representing the Share, together with a duly executed stock power evidencing the transfer of the Share to Buyer; the resignations of all members of the boards of directors of the Company Deliverables”): (i) this Agreementand its Subsidiaries, including each dated or effective as of the Registration Rights Agreement Closing Date; subject to Section 8.6, a noncompetition, nonsolicitation and the management rights confidentiality agreement in substantially the form of Exhibit F2.5(a)(iv), duly executed by each of Selling Shareholder, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required "Noncompetition Agreement"); the documents provided in Sections 7.10 through 7.12, executed by the Purchaser to be held immediately prior to ClosingSelling Shareholder; if not, then facsimile or “.pdf” copies an affidavit of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agreeeach Purchased Subsidiary, the Company shall cause to be made under penalties of perjury, stating that it is not and has not been a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company CounselUnited States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation Section 1.897-2; the Bring Down Financial Statements; the corporate minute books and stock record books for the Acquired Company, including the certificates representing all issued and outstanding shares of capital stock of the Purchased Subsidiaries; and a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.L.L., as counsel to Selling Shareholder, dated the Closing Date, in usual and customary form attached hereto as Exhibit reasonably acceptable to Buyer, to the effect that: (A) the Company is a corporation incorporated, validly existing and in good standing under the laws of the State of Ohio; (B) the execution and delivery of this Agreement by Selling Shareholder and the consummation by Selling Shareholder of the Contemplated Transactions have been authorized by all necessary corporate and stockholder action; (C) this Agreement has been executed and delivered by Selling Shareholder and constitutes a valid and binding obligation of Selling Shareholder, enforceable in accordance with its terms (subject to customary exceptions); and (D) the execution and delivery of this Agreement does not, and the consummation of the Contemplated Transactions will not, violate the Organizational Documents of the Company or Selling Shareholder. Buyer will deliver to Selling Shareholder: a certificate executed by such counsel an executive officer of Buyer representing and addressed warranting to the Purchasers; and Selling Shareholder that: (ivA) a certificate each of Buyer's representations and warranties in this Agreement was accurate in all materials respects as of the Secretary date of this Agreement (except in the Companycase of any representation or warranty containing a materiality qualifier, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated which case it must be accurate in all respects) and is accurate in all material respects as of the Closing DateDate as if made on the Closing Date (except in the case of any representation or warranty containing a materiality qualifier, in which case it must be accurate in all respects); and (aB) certifying the resolutions adopted Buyer has performed, in all material respects, all obligations required to be performed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by it under this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On at or prior to the Closing, each Purchaser shall deliver or cause to be delivered to ; the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Closing Cash Amount, in U.S. dollars the manner described in Section 2.2(a); subject to Section 7.13, the Noncompetition Agreement executed by Buyer; the documents provided in Sections 7.10 through 7.12, executed by Buyer; evidence reasonably acceptable to Selling Shareholder of the replacement of the letters of credit currently in place to support the loan with the United Electric Cooperative for the principal amount of $119,144; and an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to Buyer, dated the Closing Date, in usual and customary form reasonably acceptable to Selling Shareholder, to the effect that: (A) Buyer is a corporation, validly existing and in immediately available fundsgood standing under the laws of the State of Delaware; (B) the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the Contemplated Transactions have been authorized by all necessary corporate power and authority; (C) this Agreement has been executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer enforceable in accordance with its terms (subject to customary exceptions); and (D) the Company’s written instructionsexecution and delivery of this Agreement does not, and the consummation of the Contemplated Transactions will not, violate the Organizational Documents of Buyer. All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required the Registration Rights Agreement, duly executed by the Purchaser to be held immediately prior to Closing; if notCompany; (iii) a Warrant, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with executed by the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, Company and registered in the name of such Purchaser (oras set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto, if the Company and pursuant to which such Purchaser agreeshall have the right to acquire such number of Warrant Shares equal to 100.0% of the number of Shares issuable to such Purchaser pursuant to Section 2.2(a)(ii), rounded up to the Company shall cause to be made a book-entry record through nearest whole share, on the facilities of DTC representing the Common Shares registered in the name of such Purchaser)terms set forth therein; (iiiiv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andPurchasers and the Placement Agents; (ivv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended, incorporation and by-laws, as amended, laws of the Company Company, each as amended to date and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvii) the certificate Compliance Certificate referred to in Section 5.1(g5.1(h); and; (viviii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and in the Bank in North Carolina State of Delaware issued by the North Carolina Secretary of StateState (or comparable office), as of a date within five 10 days of the Closing Date; and (5ix) business a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing by the Company’s written instructionsCompany for such purpose, as set forth on Exhibit F attached hereto; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2, respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DB, executed by such counsel and addressed to the Purchasers; and; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions instructing the Transfer Agent to deliver a book entry statement evidencing the number of each class of Shares purchased by the Purchaser hereunder, registered in the name of such Purchaser; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Amended and Restated Certificate of incorporationIncorporation, as amended, Amended and by-laws, as amended, Restated Bylaws of the Company and Certificate of Designation and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g5.1(h); and; (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of Delaware, as of a date within five (5) business days Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of California (or comparable office), as of a date within five (5) Business Days of the Closing Date; (ix) a certified copy of the Amended and Restated Certificate of Incorporation, as certified by the Secretary of State (or comparable office) of Delaware, as of a date within five (5) Business Days of the Closing Date; and (x) evidence that the shares of Common Stock and the Underlying Shares issued or to be issued to the Purchasers have been approved for listing on the Trading Market, subject only to official notice of issuance. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with to the Company’s written instructionsbank account designated by the Company as set forth on Exhibit F attached hereto; and (iii) the Registration Rights Agreement, duly executed by each such Purchaser that is entering into the Registration Rights Agreement.

Closing Deliveries. (a) On or prior to the ClosingClosing with respect to the Purchasers listed on Annex A hereto, the Company shall issue, deliver or cause to be delivered to each such Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, Counsel dated as of the Closing Date and in the form attached hereto as Exhibit D, Exhibits C executed by such counsel and addressed to such Purchasers; (iii) the Purchasers; andRegistration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles Certificate of incorporationIncorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g5.1(i); and; (vivii) The Company shall have delivered a certificate certificates evidencing the formation incorporation or formation, as applicable, and good standing of each of (i) the Company and the Bank (ii) TOG, in North Carolina each case issued by the North Carolina Secretary of State, State of the State of Delaware as of a date within five (5) business days of the Closing Date.; (viii) certificates evidencing qualification of (i) the Company and (ii) TOG as foreign corporations in good standing issued by the Secretary of State of the State of New York, as of a date within ten (10) days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of the State of Delaware, as of a date within ten (10) days of the Closing Date; and (b) On or prior to the ClosingClosing with respect to the Purchasers listed on Annex A hereto, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Aggregate Purchase Price (Subscription Amount)” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with to the Company’s written instructionsor Escrow Agent’s account, as applicable, as previously provided to the Purchasers; and (iii) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2, respectively. .

Closing Deliveries. (a) On or prior to the Closing, the Company and/or KHL, as applicable, shall issue, deliver or cause to be delivered to each Purchaser Bayer the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company and KHL; (ii) the Shares in certificated form, free and clear of all restrictive and other legends, except as provided in Section 4.1(b); (iii) legal opinions of Company Counsel, including ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited as special Bermuda counsel in respect of Bermuda matters, dated as of the Closing Date, in form and substance reasonably satisfactory to Bayer, executed by such counsel and addressed to Bayer; (iv) the Registration Rights Agreement and the management rights agreement in the form of Exhibit FAgreement, duly executed by the Company; (iiv) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name Secretary or Assistant Secretary of such Purchaser (or, if each of the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), KHL dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company and KHL or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles certificates of incorporation, as amended, incorporation and by-laws, as amended, bylaws of the Company and KHL and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyCompany and KHL, in the forms attached hereto as Exhibits B-1 and B-2; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate certificates evidencing the formation and good standing (or equivalent thereof) of the Company and KHL, each as of a date within five (5) Business Days of the Closing Date; and (vii) certified copies of the certificate of incorporation of each of the Company and the Bank in North Carolina issued KHL, as certified by the North Carolina Secretary of Stateappropriate authorities, as of a date within five (5) business days Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser Bayer shall deliver or cause to be delivered to the Company the following (the “Purchaser Bayer Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such PurchaserBayer; and (ii) its Subscription Amountthe Registration Rights Agreement, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto duly executed by wire transfer in accordance with the Company’s written instructionsBayer.

Closing Deliveries. (a) On or prior to At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered in such form reasonably satisfactory to Buyer, unless otherwise waived by Buyer, in its sole discretion: 2.3.1 The Company and/or the Company Seller, as applicable, shall issuehave delivered, deliver or cause caused to be delivered delivered, to each Purchaser Buyer the following following: (a) membership interest powers duly endorsed in blank transferring all of the “Company Deliverables”):Membership Interests to Buyer; (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days a copy of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name articles of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities organization of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary each member of the Company, (ii) a copy of the limited liability company agreement of the Company as in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated effect as of the Closing Date, (aiii) certifying a good standing certificate for the resolutions adopted by Company as of a date no more than 30 days prior to the Board Closing Date from the appropriate officials of Directors the State of Florida, (iv) a resolution of the governing body of the Company or a duly authorized committee thereof and the Company Seller approving the transactions contemplated by this Agreement and the other Transaction Documents Documents, and the issuance transactions contemplated hereby and thereby, and (v) resignations, effective as of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amendedClosing, of the Company officers of the Company, and all directors and/or managers of the Company; (c) A duly signed general release in the form of Exhibit B hereto, executed by the Company Seller; (d) such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of the Company; (e) a duly executed certificate by the Manager of the Company Seller, dated the Closing Date, certifying as that each of the conditions set forth in Section 9.1 and Section 9.6 have been satisfied; (f) An escrow agreement with Escrow Agent regarding the Escrow Amount in form and substance reasonably acceptable to Company Seller and Buyer (the signatures “Escrow Agreement”), executed by Company Seller; (g) A certificate of incumbency, duly executed by a duly authorized officer of the Company Seller, certifying the identity, incumbency and authority specimen signature(s) of persons signing the officer(s) of such company who is executing the Transaction Documents and related documents on behalf of the Company; (vh) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing Executed Buyout Agreements with each holder of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Phantom Units; (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, A duly executed by such Purchasersigned IPAA; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. At the Closing: (a) On or prior to the Closing, the Company each Founder shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):delivered: (i) to New United, such documents or instruments as may be necessary or that New United may reasonably request in order to effect the merger of each of the Founder Newcos into New United, in accordance with the Founder Newco Merger Agreements and this Agreement, including (if applicable) (A) delivery of certificates representing all of the Registration Rights Agreement issued and outstanding limited liability company membership interests of the management rights agreement applicable Founder Newco for cancellation against delivery of the applicable Founder Consideration Shares and (B) evidence of the full and unconditional release of any Liens and Restrictions on the shares of United Common Stock held by each of the Founder Newcos, as set forth in the form of Exhibit FSection 2.2(b); 70 (ii) to Liberty, Liberty Global, New United and each other Founder, duly executed counterparts of the Stockholders Agreement; (iii) to New United and each other Founder, duly executed counterparts of the Voting Agreement; and (iv) if such Founder is a Series E Holder, (A) to United, the stock certificate or stock certificates representing all shares of United Series E Preferred Stock held by such Series E Holder for cancellation against delivery of the appropriate number of shares of Surviving Entity Class A Stock, as contemplated by the CompanyUnited/New United Merger Agreement, and (B) to New United and each other Series E Holder, duly executed counterparts of the Exchange Agreement. (b) Liberty Global shall deliver or cause to be delivered: (i) to New United, the stock certificate or stock certificates representing the Liberty Global Shares, all duly endorsed in blank or with separate notarized stock powers attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documentary or transfer tax stamps affixed; (ii) to New United, Liberty and each Founder, duly executed counterparts of the Stockholders Agreement; (iii) to New United and Liberty, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; and (iv) to New United and Liberty, duly executed counterparts of the New United Covenant Agreement. (c) ▇▇▇▇▇▇▇▇▇ shall deliver to New United a stock certificate representing one share of United Class A Stock, duly endorsed in blank or more with a separate notarized stock power attached thereto duly executed in blank and otherwise in proper form for transfer with all necessary documents or transfer tax stamps affixed. (d) Liberty shall deliver or cause to be delivered: (i) to New United, (A) the Belmarken Notes or the proceeds thereof, in each case in proper form for transfer, (B) appropriate instruments, duly executed by Liberty Sub, assigning all of Liberty Sub's rights and obligations under the Belmarken Loan Agreements, (C) payment of the Cash Contribution, (D) the Note Shares and (E) the Liberty UPC Bonds and/or the Restructuring Proceeds, in each case in proper form for transfer; 71 (ii) to New United and LMI, duly executed counterparts of the No Waiver Agreement; (iii) [Reserved.] (iv) to New United, Liberty Global and each Founder, duly executed counterparts of the Stockholders' Agreement; (v) to New United and Liberty Global, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; (vi) to United and Liberty Global, duly executed counterparts of the United/Liberty Agreement; (vii) to Liberty Global and New United, duly executed counterparts of the New United Covenant Agreement; and (viii) if the Note Repayment Amount or any portion thereof is being paid at the Closing, to UIPI, (A) payment of the Note Repayment Amount or portion thereof by delivery of cash, Liberty 2009 Notes or a combination thereof, or such other form of consideration provided for in the Notes Tender Letter Agreement or as may be acceptable to United, as provided in Section 2.3 and (B) if applicable, a duly executed counterpart of the Liberty 2009 Notes Registration Rights Agreement. (e) New United shall deliver or cause to be delivered: (i) to Liberty Global or the appropriate Contributing Party or Contributing Parties, newly issued stock certificates and warrant representing the Liberty Global Consideration Shares; (ii) to each Founder, newly issued stock certificates (if physical certificates are required by representing the Purchaser Founder Consideration Shares to be held immediately prior issued to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates Founder pursuant to be delivered within three Business Days of the Closing DateSection 2.2(b), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser Founder; (oriii) to Liberty or the appropriate Contributing Party or Contributing Parties, if newly issued stock certificates representing the Company Liberty Consideration Shares and such Purchaser agreethe Liberty Contribution Shares; (iv) to Liberty, appropriate instruments, duly executed by New United, assuming all of Liberty Sub's obligations under the Company Belmarken Loan Agreements; (v) to Liberty and LMI, duly executed counterparts of the No Waiver Agreement; 72 (vi) to Liberty Global, Liberty and each Founder, duly executed counterparts of the Stockholders Agreement; (vii) to each Founder, duly executed counterparts of the Voting Agreement; (viii) to Liberty Global and Liberty, duly executed counterparts of the Standstill Agreement and the Registration Rights Agreement; (ix) to United, duly executed counterparts of the Certificate of Merger; (x) to each Series E Holder, duly executed counterparts of the Exchange Agreement; and (xi) to Liberty and Liberty Global, duly executed counterparts of the New United Covenant Agreement. (f) United shall deliver or cause to be made delivered: (i) to New United, duly executed counterparts of the Certificate of Merger; (ii) if, at the Closing, the Note Repayment Amount or any portion thereof is being paid or the $310,000,000 Notes or any portion thereof are being assumed by New United, to Liberty, (A) if applicable, the $310,000,000 Notes for cancellation against payment of the Note Repayment Amount as provided in Section 2.3, (B) if applicable, a book-entry record through counterpart of the facilities Liberty 2009 Notes Registration Rights Agreement, duly executed by UIPI and United and (C) an appropriate instrument, duly executed by United and by each of DTC its Controlled Affiliates that is a beneficiary of the Liberty Guaranty, irrevocably releasing Liberty from all of its obligations under the Liberty Guaranty; and (iii) to Liberty and Liberty Global, duly executed counterparts of the United/Liberty Agreement; and (iv) to each Series E Holder, newly issued stock certificates representing the Common Shares shares of Surviving Entity Class A Stock to be issued to such Series E Holder, as contemplated by the United/New United Merger Agreement, registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit Series E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateHolder. (bg) On or prior to the Closing, each Purchaser LMI shall deliver or cause to be delivered to New United and Liberty, duly executed counterparts of the Company No Waiver Agreement. (h) Each of the following (parties shall also deliver or cause to be delivered the “Purchaser Deliverables”):certificates, opinions and other documents required by Articles VIII, IX, X, XI and XII. (i) this Agreement, including the Registration Rights Agreement and, with respect All shares of New United Class C Stock required to the Lead Investors, the management rights agreement be delivered to a Liberty Party shall be represented by newly issued stock certificates registered in the form name of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto Liberty Party or, at its direction, an Affiliate thereof. All payments of cash to be made to a party or an Affiliate thereof shall be made by wire transfer in accordance with of immediately available funds to an account or accounts at a domestic bank identified by the Company’s applicable party by written instructionsnotice to the party making or causing to be made such payment at least three Business Days prior to the applicable Closing.

Closing Deliveries. (a) On or prior to At the Closing, the Company Sellers shall issuedeliver, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Purchaser: (i) this Agreement, including Stock certificates evidencing the Registration Rights Agreement and the management rights agreement in the form of Exhibit FShares, duly endorsed in blank or accompanied by stock powers duly executed by in blank (with medallion signature guarantees, notarizations and/or other similar certifications), or other instruments of transfer in form and substance reasonably satisfactory to the transfer agent of the Company;. (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days Any documentary evidence of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered due recordation in the name Company’s stock register of such Purchaser (or, if Purchaser’s full and unrestricted title to the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser);Shares. (iii) a legal opinion A duly executed resignation letter of Company Counsel▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (A) as the President, dated as Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company and any other offices he may hold with the Company, effective upon the Closing Date and in (B) as a director of the form attached hereto as Exhibit D, executed by such counsel Company to be effective 10 days after the Company’s mailing of an information statement under Section 14f of the Exchange Act and addressed Rule 14f-1 to the Purchasers; andits stockholders. (iv) a certificate of the Secretary The resolutions of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as board of directors appointing a designee of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors Purchaser as a director of the Company Company. (v) The resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or a duly authorized committee thereof approving by which it is bound, and the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documents thereby. (vi) The books and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf records of the Company; (vvii) The Company’s CCC and CIK Codes for the certificate referred to in Section 5.1(g); andfiling of submissions with the SEC on the Electronic Data Gathering, Analysis, and Retrieval System. (viviii) The Company shall have delivered a certificate evidencing Payoff letters or other evidence reasonably acceptable to the formation and Purchaser that all outstanding Indebtedness or Liabilities of the Company, including any accrued compensation due to the officers, has been repaid, waived or otherwise extinguished. (ix) Evidence reasonably acceptable to the Purchaser that the Company’s securities, as of the date hereof are eligible to be deposited through Depository Trust Company. (x) A good standing of each of certificate for the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, certified as of a date within five no later than twenty (520) business days prior to the Closing Date from the Secretary of State of the Closing DateState of Nevada. (b) On or prior to At the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Sellers: (i) this Agreement, including the Registration Rights Agreement and, with respect An aggregate amount equal to the Lead InvestorsPurchase Price less the Deposit, by wire transfer of immediately available funds to such bank account(s) of the management rights agreement Sellers (or bank accounts of such third parties) as the Sellers shall designate in writing prior to the form of Exhibit F, duly executed by such Purchaser; andClosing. (ii) its Subscription AmountThe Deposit, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer of immediately available funds to such bank account of the Sellers (or bank accounts of such third parties) as the Sellers shall designate in accordance with writing prior to the Company’s written instructionsClosing.

Closing Deliveries. (a) On or prior to At the Closing, the Company Foundation shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Acquisition Company: (i) this Agreement, including certified copies of the Registration Rights Agreement Articles of Incorporation and Code of Regulations of Foundation and the management rights agreement in Articles of Incorporation and Constitution of the form of Exhibit F, duly executed by the CompanyBank; (ii) one or more stock certificates signed by appropriate officers of Foundation stating that: (A) each of the representations and warrant certificates (if physical certificates are required by warranties contained in Article 2 hereof is true and correct at the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies time of such certificates shall suffice for purposes of the Closing with the original stock certificates to be delivered within three Business Days same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak as of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name date of this Agreement or some other date shall be true and correct only as of such Purchaser date); and (or, if B) all of the Company conditions set forth in Sections 6.1(b) and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)6.1(d) hereof have been satisfied or waived as provided therein; (iii) a legal opinion of Company Counsel, dated as certified copies of the Closing Date resolutions of the Board of Directors of Foundation and in of resolutions of its shareholders as required for valid approval of the form attached hereto as Exhibit D, executed execution of this Agreement and the consummation of the Merger and the other transactions contemplated by such counsel and addressed to the Purchasers; andthis Agreement; (iv) certified copies of the resolutions of the Board of Directors of the Bank as required for the charter conversion; (v) a certificate of the Secretary of State of the CompanyState of Ohio, dated not more than thirty (30) days prior to Closing, stating that Foundation is in good standing and a certificate of corporate existence, dated not more than thirty (30) days prior to Closing, from the OTS as to the Bank; (vi) the Certificate of Merger executed by Foundation in proper form for filing with the Secretary of State of the State of Ohio in order to cause the Merger to become effective; (vii) a legal opinion from Vorys, Sate▇, ▇▇▇▇▇▇▇ ▇▇▇ Peas▇ LLP, counsel for Foundation, in the form attached hereto as Exhibit E reasonably acceptable to counsel to Acquisition Company and Foundation; and, (the “Secretary’s Certificate”)viii) a certificate signed by an appropriate officer of Foundation stating, dated as of the Closing Date, the number of Outstanding Foundation Common Shares, the number of Foundation Common Shares subject to outstanding Stock Options, the "strike" price for each such Stock Option, the owners of such Stock Options, the number of Foundation Common Shares held in the Bank Recognition Plan and the persons to whom such Foundation Common Shares are issuable and the number of outstanding rights to be awarded a Foundation Common Share under the Bank Recognition Plan as to which no Foundation Common Shares have been acquired by or issued to the Bank Recognition Plan and the persons to whom such rights have been awarded. (ab) certifying At the Closing, Acquisition Company shall deliver to Foundation: (i) certified copies of the Articles of Incorporation and Regulations of each of Acquisition Company and of Acquisition Sub; (ii) certificates signed by appropriate officers of Acquisition Company stating that: (A) each of the representations and warranties contained in Article 3 hereof is true and correct at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak as of the date of this Agreement or some other date shall be true and correct only as of such date); and (B) all of the conditions set forth in Section 6.2(b) and 6.2(d) hereof (but excluding the approval of Foundation's shareholders) have been satisfied or waived as provided therein; (iii) certified copies of the resolutions adopted by of the Board Boards of Directors of Acquisition Company and Acquisition Sub and of Acquisition Sub's sole shareholder as required for valid approval of the Company or a duly authorized committee thereof approving execution of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement; (iv) a legal opinion from Keat▇▇▇, ▇▇ething & Klek▇▇▇, ▇▇L, counsel for Acquisition Company, in form reasonably acceptable to counsel for Foundation and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Acquisition Company; (v) certificates of the certificate Secretary of State of the State of Ohio, dated not more than thirty (30) days prior to Closing, stating that Acquisition Company and Acquisition Sub are in good standing; (vi) the Certificate of Merger executed by Acquisition Sub, reflecting the terms and provisions hereof and in proper form for filing with the Secretary of State of the State of Ohio, in order to cause the Merger to become effective; and, (vii) a copy of the signed employment agreement between Lair▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ the Bank referred to in Section 5.1(g5.5(a); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities Common Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered form in the name of such Purchaser)Purchaser as set forth on the Registered Holder Questionnaire included as Exhibit C-2 hereto; (iiiii) a legal opinion of Company CounselCounsel with respect to the matters described on Schedule A, dated as of the Closing Date Date, in form and in the form attached hereto as Exhibit Dsubstance reasonably satisfactory to Purchaser, executed by such counsel and addressed to Purchaser; (iii) the Purchasers; andInvestor Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Shares, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company Organizational Documents and (c) certifying as to the signatures and authority of persons the individuals signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; (v) a certificate dated as of the certificate referred to Closing Date and signed by its chief executive officer in Section 5.1(g); andthe form attached hereto as Exhibit E. (vi) The Company shall have delivered a certificate evidencing the formation incorporation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of Delaware, as of a date within five three (53) business days Business Days of the Closing Date; and (vii) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of Delaware, as of a date within three (3) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect its Subscription Amount by wire transfer to the Lead Investors, account set forth on Exhibit B attached hereto or such other account as may be notified by the management rights agreement in Company to Purchaser at least two (2) Business Days prior to the form of Exhibit FClosing Date; (ii) the Investor Rights Agreement, duly executed by such Purchaser; and (iiiii) its Subscription Amounta fully completed and duly executed Accredited Investor Questionnaire, in U.S. dollars satisfactory to the Company, and in immediately available funds, Registered Holder Questionnaire in the amount indicated below such Purchaser’s name on the applicable signature page forms attached hereto by wire transfer in accordance with the Company’s written instructionsas Exhibits C-1 and C-2, respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date in form and in substance reasonably satisfactory to the form attached hereto as Exhibit DPurchasers, executed by such counsel and addressed to the Purchasers; and; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions, in substantially the form attached hereto as Exhibit B, acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver the Stock Certificates to the applicable Purchaser within two (2) Trading Days; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing Persons executing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit C; (vvi) a certificate, dated as of the Closing Date and signed by the Company’s Chief Executive Officer certifying to the fulfillment of the conditions specified in Sections 5.1(a), and (b) and (e) of this Agreement, in the form attached hereto as Exhibit D; (vii) the certificate referred to in Section 5.1(g)Second Securities Purchase Agreement, duly executed by the Company; (viii) the Second Registration Rights Agreement, duly executed by the Company; and (viix) The Company shall have delivered a certificate evidencing such other information, certificates and documents as the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DatePurchasers may reasonably request. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such each Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with to the Company’s written instructions.; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) the Second Securities Purchase Agreement, duly executed by each Purchaser; (v) the Second Registration Rights Agreement, duly executed by each Purchaser; and (vi) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, in the form attached hereto as Exhibit E.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one One or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days certificates, free and clear of the Closing Dateall restrictive and other legends (except as provided in Section 4.1(c) hereof), evidencing the Securities subscribed for Shares purchased by such Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser“Stock Certificates”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in substantially the form attached hereto as Exhibit DB, executed by such counsel and addressed to the Purchasers; and; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a and the duly authorized special committee thereof approving formed for the purposes of assessing the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securitiesapproving such transactions, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit C; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g5.1(i); and; (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of Delaware, as of a date within five seven (57) business days Business Days of the Closing Date; and (viii) a certified copy of the certificate of incorporation including the Series B Certificate of Designation, the Series C Certificate of Designation and the Amended and Restated Series A Certificate of Designation, as certified by the Secretary of State of Delaware, as of a date within seven (7) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser Purchaser, severally and not jointly, shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amountthe Aggregate Purchase Price payable by such Purchaser, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with to an account designated by the Company’s written instructions; and (iii) the Registration Rights Agreement, duly executed by the Purchaser.

Closing Deliveries. The obligation of the Purchasers to purchase the Purchased Shares at Closing and of the Company to sell the Purchased Shares at Closing, is subject to the fulfillment, or the waiver by the applicable party, of each of the following conditions on or before the Closing: (a) On or prior to the Closing, the The Company shall issue, will deliver or cause to be delivered to each Purchaser one or more stock certificates representing the following (the “Company Deliverables”): (i) Purchased Shares to be sold to and purchased by such Purchaser pursuant to this Agreement, including free and clear of all Liens, each of which shall be registered in such Purchaser's name (or if requested by such Purchaser, its nominee or designee) in the Company's records. (b) Each Purchaser will pay for the Purchased Shares set forth opposite such Purchaser's name in the attached Purchaser Schedule by payment to the Company of the aggregate purchase price therefor by certified or bank check or wire transfer. (c) The Company shall have paid, in accordance with Section 8, hereof the fees and disbursements of the Purchasers' counsel and the Tudor Entities as evidenced by a summary invoice provided at the Closing. (d) The Company will deliver to the Purchasers each of the following documents: (1) Wire transfer instructions in respect of the purchase price for the Purchased Shares being paid by each of the Purchasers pursuant to the terms hereof. (2) The Registration Rights Agreement and the management rights agreement in the form of Exhibit FAgreement, duly executed by the Company and each of its stockholders who is to have any registration rights with respect to the Company;'s securities. (iii) one or With respect to the Company, (A) a copy of its charter documents, certified as of a date not more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of than five business days before the Closing Date), evidencing by the Securities subscribed for by Purchaser hereunder, registered in the name Secretary of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as State of the Closing Date and in the form attached hereto as Exhibit DState of Delaware, executed by such counsel and addressed to the Purchasers; and (ivB) a certificate of the Secretary of State of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)State of Delaware, dated as of a date not more than five business days before the Closing Date, (a) certifying with respect to the resolutions adopted by legal existence, charter documents on file with the Board Secretary of Directors State, and good standing of the Company in the State of Delaware, and (C) a certificate of the Secretary of State or equivalent official of each other jurisdiction in which the Company's activities or ownership or leasing of property require it to qualify to do business as a duly authorized committee thereof approving foreign corporation, dated not more than five business days before the transactions contemplated by this Agreement Closing Date, with respect to such qualification and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, good standing of the Company and in such jurisdiction. (cii) certifying as With respect to the signatures and authority Company, evidence that the Certificate of persons signing Designation has been duly filed with the Transaction Documents and related documents on behalf Secretary of State of the Company;State of Delaware on or before the Closing Date. (v4) With respect to the Company, a certificate of its secretary, dated the Closing Date, certifying (A) the absence of any amendments to its charter documents (or proceedings therefor) since the date of the certificate referred to in Section 5.1(g); and 1.5(d)(3)(i)(A) above, (viB) The Company shall have delivered a certificate evidencing the formation and good standing an attached copy of each its by-laws, (C) an attached copy of the Company resolutions of its board of directors and the Bank in North Carolina issued by the North Carolina Secretary of Statestockholders, respectively and as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement andapplicable, with respect to the Lead Investorstransactions hereby contemplated or otherwise to be effected at the Closing, (D) the management incumbency of its officers and directors, and (E) satisfaction of closing conditions, compliance with covenants set forth herein, and accuracy of representations and warranties. (5) Evidence satisfactory to the Purchasers that (i) all of the Company's employees have executed and delivered to the Company agreements, in form and substance satisfactory to the Purchasers, with respect to the confidentiality of the Company's proprietary and confidential information and the assignment to the Company of any and all rights agreement each employee might have or acquire with respect to technology, inventions, developments, etc., developed in connection with their employment with the Company; and (ii) each of the Company's Chief Executive Officer and Chief Operating Officer has executed and delivered to the Company a confidentiality, non-disclosure, inventions assignment and non-competition and non-solicitation agreement, in form and substance satisfactory to the Purchasers. (6) The written legal opinion of Klehr, Harrison, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, addressed to the Purchasers, and substantially in the form of the attached Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.C.

Closing Deliveries. (a) On The Buyer shall have received at or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Closing each Purchaser of the following (the “Company Deliverables”):documents: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iiia) a legal opinion ▇▇▇▇ of Company Counsel, dated as of the Closing Date and sale substantially in the form attached hereto as Exhibit DE; (b) such instruments of conveyance, executed by such counsel assignment and addressed transfer, in ▇▇▇▇▇ and substance satisfactory to the Purchasers; andBuyer, as shall be appropriate to convey, transfer and assign to, and to vest in, the Buyer, good, clear, record and marketable title to the Assets; (ivc) all technical data, formulations, product literature and other documentation relating to the Company's business, all in form and substance satisfactory to the Buyer; (d) such contracts, files and other data and documents pertaining to the Assets or the Company's business as the Buyer may reasonably request; (e) copies of the general ledgers and books of account of the Company, and all federal, state and local income, franchise, property and other tax returns filed by the Company with respect to the Assets since 1997; (f) such certificates of the Company's officers and such other documents evidencing satisfaction of the conditions specified in Section 8 as the Buyer shall reasonably request; (g) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as State of the Closing Date, State of California as to the legal existence and good standing (aincluding tax) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving in California, (h) certificates of the Secretary of the Company attesting to the incumbency of the Company's officers, respectively, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement the Agreement, and the other Transaction Documents authenticity and the issuance continuing validity of the Securities, charter documents delivered pursuant to Subsection 2.1; (bi) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of e certificates from each lessor from whom the Company and (c) certifying as leases real or personal property consenting to the signatures assumption of such lease by the Buyer and authority representing that there are no outstanding claims against the Company under any such lease; (j) estoppel certificates from each tenant to whom the Company leases real property consenting to the assumption of persons signing such lease by the Transaction Documents Buyer and related documents on behalf representing that there are not outstanding claims against the Company under any such lease; (k) the schedules listed in Subsection 7.9; (l) evidence of compliance with all state and federal environmental, occupational, work place disclosure and right to know laws; (m) cross receipt executed by the Buyer and the Company; (vn) a letter, in a form and substance satisfactory to Buyer in Buyer's sole discretion, from Cupertino National Bank, the certificate referred financial institution holding the SBA Loan, stating the SBA Loan has been paid in full prior to in Section 5.1(g)the Closing Date; and (vio) The Company shall have delivered a certificate evidencing such other documents, instruments or certificates as the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateBuyer may reasonably request. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On At or prior to the Closing, the Company Shareholders shall issue, deliver or cause to be delivered to each Purchaser the following (to the “Company Deliverables”):Purchaser: (i) this Agreement, including stock certificates representing the Registration Rights Agreement and the management rights agreement in the form of Exhibit FCommon Stock, duly endorsed for transfer to the Purchaser or accompanied by duly executed by assignment documents, which shall transfer to the CompanyPurchaser good and valid title to the Common Stock, free and clear of all Encumbrances; (ii) one or more stock certificates and warrant certificates (evidence of consents, if physical certificates are any, as shall be required by the to enable Purchaser to be held immediately prior continue to Closing; if notenjoy the benefit of any Governmental Authorization, then facsimile lease, license, permit, contract, or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates other agreement or instrument to be delivered within three Business Days or of the Closing Date)Company, evidencing the Securities subscribed for by Purchaser hereunder, registered in the name or of such Purchaser (or, if which the Company and such Purchaser agree, the Company shall cause to be made is a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)party or a beneficiary; (iii) a legal opinion of Company Counsel, dated as pay-off letters for all Indebtedness of the Closing Date Company for money borrowed and in the form attached hereto as Exhibit D, executed by evidence that such counsel Indebtedness has been repaid and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated fully satisfied as of the Closing Date; (iv) evidence of the exercise or termination of the Options, as described in Section 3.4; (av) certifying the resolutions adopted Escrow Agreement, executed by the Board Shareholder Representative; (vi) an Executive Employment Agreement, in a form mutually acceptable to Purchaser and T▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Employment Agreement”), executed by T▇▇▇▇▇▇ ▇▇▇▇▇▇; (vii) Release of Directors Claims Agreements, in a form acceptable to Purchaser, executed by each of the Shareholders and officers and directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of releasing the Company from any and all prior claims of such officers, directors and Shareholders in their capacity as such; (cviii) certifying as to the signatures all corporate, accounting, business and authority of persons signing the Transaction Documents and related documents on behalf tax records of the Company; (vix) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of Statecertificates, as of a date dated within five (5) business 15 days of the Closing Date, from the Secretary of State of the State of California and of comparable authority in other jurisdictions in which the Company or its Subsidiaries are incorporated or qualified to do business, establishing that each is a validly existing corporation in good standing to transact business; (x) a copy of the Articles of Incorporation of the Company, certified by the Secretary of State of the State of California within ten days of the Closing Date; (xi) a copy of the Bylaws of the Company in effect as of the Closing, certified by an appropriate officer; (xii) written resignations of each of the directors and officers of the Company, in a form acceptable to the Purchaser; (xiii) the Shareholder Disclosure Letter; (xiv) an agreement regarding certain additional matters, in a form mutually acceptable to Purchaser and the Primary Shareholders (the “Additional Agreement”), executed by the Primary Shareholders; and (xv) such other documents as may be required by this Agreement or reasonably requested by the Purchaser. (b) On At or prior to the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreementto each Shareholder, including the Registration Rights Agreement and, with respect Cash Consideration payable to such Shareholder as set forth on the Consideration Schedule; (ii) to the Lead InvestorsEscrow Agent, the management rights agreement Escrow Funds in accordance with Section 3.5; (iii) to the form of Exhibit FPrimary Shareholders, duly the Escrow Agreement executed by such the Purchaser; (iv) to T▇▇▇▇▇▇ ▇▇▇▇▇▇, the Employment Agreement executed by the Company and/or the Purchaser; (v) to the Shareholder Representative, the Purchaser Disclosure Letter; (vi) to the Primary Shareholders, the Additional Agreement executed by the Purchaser; and (iivii) its Subscription Amountto the Shareholder Representative, in U.S. dollars and in immediately available funds, in such other documents as may be required by this Agreement or reasonably requested by the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsShareholder Representative.

Closing Deliveries. (a) On or prior to the ClosingThe Seller shall deliver, the Company shall issue, deliver or cause to be delivered delivered, to each the Purchaser the following (the “Company Deliverables”):following: (i) this Agreementat least three (3) Business Days prior to the Closing Date, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the CompanyClosing Estimates; (ii) one at the Closing, (A) if the Interests are certificated, certificates representing the Interests, duly endorsed in blank or more stock certificates and warrant certificates accompanied by membership interest transfer powers, or (B) if physical certificates the Interests are required by the Purchaser to be held immediately prior to Closing; if notnot certificated, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days an executed assignment of the Closing Date), evidencing Interests in form and substance reasonably satisfactory to the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counselat the Closing, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate signed by an authorized officer of the Secretary of the each Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the conditions referred to in Sections 8.1(a) through 8.1(c); (iv) at the Closing, a certificate of the Secretary or Assistant Secretary of each Company, dated as of the Closing Date, certifying as to (A) the incumbency of any officer or representative executing any Company Document on behalf of such Company; (B) the resolutions adopted by the of such Company’s Board of Directors of the Company Managers (or a duly authorized committee thereof similar governing body) approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and Documents of such Company; (c) certifying the correct and complete copies of such Company’s Organizational Documents, as then in effect; and (d) a good standing certificate(s) of such Company, from the applicable authority(ies), dated within thirty (30) calendar days prior to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Closing Date, reflecting such Company’s good standing in each jurisdiction in which such Company is required to be duly qualified, including, specifically, qualification as foreign entities in States where its Company Restaurants are located; (v) at the Closing, a certificate referred of the Secretary or Assistant Secretary of the Seller, dated as of the Closing Date, certifying as to (A) the incumbency of any officer or representative executing any Seller Document on behalf of the Seller; (B) the resolutions of the Seller’s Board of Managers (or similar governing body) approving the transactions contemplated by the Seller Documents; (C) the correct and complete copies of Seller’s Organizational Documents, as then in effect; and (D) a good standing certificate of the Seller, from the jurisdiction of its organization, dated within thirty (30) calendar days prior to the Closing Date, reflecting the Seller’s existence and good standing in such jurisdiction; (vi) at the Closing, the written resignations of managers, directors and officers (or similar governing individuals) of the Companies; (vii) at the Closing, executed payoff letters, reasonably satisfactory to the Purchaser and its counsel, reflecting the amounts required to release the Companies from liability from all of their Debt that is required under this Agreement to be discharged at Closing pursuant to Section 5.1(g2.2, which payoff letters shall confirm that all Liens (other than Permitted Exceptions) against the Companies or any of their respective assets held by the holders of such discharged Debt shall be released and terminated upon payment of the amount set forth therein (collectively, the “Payoff Letters”); (viii) at the Closing, evidence in form and substance reasonably satisfactory to the Purchaser and its counsel that any mortgages, security interests, collateral assignments or other Liens (other than Permitted Exceptions) on any of the properties or assets of the Companies shall have been released, discharged and terminated; (ix) at the Closing, copies of executed approvals, consents or waivers that are identified on Schedule 3.4(a)(ix) as required in order to permit the Closing to occur; (x) at the Closing, a certificate dated as of the Closing Date certifying that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (xi) at the Closing, a counterpart of the Supply Agreement, duly executed by Legendary Baking I, LLC, a Delaware limited liability company (or such other relevant Subsidiary of the Parent as it may designate); (xii) at the Closing, a domain name assignment in form and substance reasonably satisfactory to the Purchaser and its counsel; (xiii) at the Closing, a guaranty executed by Cannae Holdings, Inc., of the obligations of Parent under this Agreement in the form attached hereto as Exhibit C. (xiv) at the Closing, any other deliverable contemplated by Section 8.1; (xv) a funds flow statement in form reasonably acceptable to the Purchaser and the Seller (the “Funds Flow Statement”), executed by the Seller; and (vixvi) The Company shall have delivered a certificate evidencing such other documents and instruments as may be reasonably requested by the formation Purchaser, consistent with the requirements of this Agreement (and good standing of each that do not expand the potential liabilities or obligations of the Company and Seller or the Bank in North Carolina issued Parent from those created by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Datethis Agreement). (b) On or prior to At the Closing, each the Purchaser shall deliver deliver, or cause to be delivered to the Company Seller, the following (the “Purchaser Deliverables”):following: (i) this Agreementevidence of the wire transfers contemplated by Section 2.2; (ii) a certificate signed by an authorized officer of the Purchaser, including dated as of the Registration Rights Agreement andClosing Date, with respect certifying the conditions referred to in Sections 8.2(a) and 8.2(b); (iii) at the Closing, a certificate of the Secretary or Assistant Secretary of the Purchaser, dated as of the Closing Date, certifying as to (A) the incumbency of any officer or representative executing any Purchaser Document on behalf of the Purchaser; (B) the resolutions of the Purchaser’s Board of Directors (or similar governing body) approving the transactions contemplated by the Purchaser Documents; (C) the correct and complete copies of the Purchaser’s Organizational Documents, as then in effect; and (D) a good standing certificate of the Purchaser, from the applicable jurisdiction of its organization, dated within thirty (30) calendar days prior to the Lead InvestorsClosing Date, reflecting the management rights agreement Purchaser’s existence and good standing in such jurisdiction; (iv) a counterpart of the form of Exhibit FSupply Agreement, duly executed by such the Purchaser; (v) any other deliverable contemplated by Section 8.2; (vi) the Funds Flow Statement executed by the Purchaser; and (iivii) its Subscription Amountsuch other documents and instruments as may be reasonably requested by the Seller, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance consistent with the Company’s written instructionsrequirements of this Agreement (and that do not expand the potential liabilities or obligations of Purchaser from those created by this Agreement).

Closing Deliveries. At the Closing: (a) On or prior the Shareholders will deliver to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this Agreement, including certificates representing the Registration Rights Agreement and the management rights agreement in the form of Exhibit FShares, duly endorsed (or accompanied by duly executed by the Companystock powers), for transfer to Buyer, free and clear of any Encumbrances; (ii) one or more stock certificates and warrant certificates (if physical certificates are required a certificate certified by a duly authorized officer of the Company, setting forth the amount of Indebtedness owing by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days Company as of the Closing Date), evidencing and the Securities subscribed for by Purchaser hereunder, registered in the name of Persons to whom such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause amounts are to be made a book-entry record through paid at the facilities of DTC representing Closing (the Common Shares registered in the name of such Purchaser“Closing Payment Certificate”); (iii) a legal opinion of Company Counsel, dated as resignations from each director and officer of the Closing Date and Company then in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andoffice; (iv) a copy of the Company’s articles of incorporation certified by the Secretary of State of the State of California within five (5) days prior to the Closing Date; (v) a good standing certificate of the Company from the Secretary of State of the State of California dated within five (5) days prior to the Closing Date; (vi) a certificate of the secretary or an assistant secretary of the Company dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (A) there being no amendments to the articles of incorporation of the Company since the date of the certificate referred to in Section 1.4(a)(v) above; (B) the bylaws of the Company; and (C) the resolutions of the board of directors and Shareholders (which are in full force and effect on the Closing Date) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (vii) a certificate of the Company, in dated the form attached hereto as Exhibit E Closing Date, executed by a duly-authorized officer of the Company, certifying the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and such other documents relating to the transactions contemplated by this Agreement; (the “Secretary’s Certificate”), viii) a properly executed statement dated as of the Closing Date, in a form reasonably acceptable to Buyer, that meets the requirements of Treasury Regulations Section 1.1445-2(b)(2); and (aix) such other documents as Buyer may reasonably request for the purpose of evidencing the satisfaction of any action to be taken on the Closing Date referred to in Article 8 or otherwise facilitating the consummation or performance of any of the transactions contemplated hereby; (b) Buyer will deliver to each creditor to whom any Indebtedness is owing by the Company on the Closing Date, the payment in full of such Indebtedness in accordance with Section 1.2(b)(i); and (c) Buyer will deliver to the Shareholders: (i) the certificates representing the Buyer Shares; (ii) the Closing Cash Payment; (iii) a certificate of Buyer, dated the Closing Date, executed by a duly-authorized officer of Buyer, certifying the resolutions adopted by the Board of Directors incumbency and genuineness of the Company or a duly authorized committee thereof approving signatures of each officer of Buyer executing this Agreement and such other documents relating to the transactions contemplated by this Agreement and Agreement; (iv) a good standing certificate of Buyer from the other Transaction Documents and the issuance Secretary of the Securities, State of Delaware within five (b5) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as days prior to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyClosing Date; (v) the certificate referred to resolutions of the board of directors of Buyer (which are in Section 5.1(g)full force and effect on the Closing Date) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (vi) The Company shall have delivered a certificate such other documents as the Shareholders may reasonably request for the purpose of evidencing the formation and good standing satisfaction of each any action to be taken on the Closing Date referred to in Article 8 or otherwise facilitating the consummation or performance of any of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Datetransactions contemplated hereby. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DB, executed by such counsel and addressed to the Purchasers; and; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) duly executed Irrevocable Transfer Agent Instructions instructing the Transfer Agent to deliver a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Purchase Price, registered in the name of such Purchaser; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Amended and Restated Certificate of incorporation, as amended, Incorporation and by-laws, as amended, Amended and Restated Bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g5.1(i); and; (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of Delaware, as of a date within five (5) business days Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of California (or comparable office), as of a date within five (5) Business Days of the Closing Date; and (ix) a certified copy of the Amended and Restated Certificate of Incorporation, as certified by the Secretary of State (or comparable office) of Delaware, as of a date within five (5) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with to the Company’s written instructionsbank account designated by the Company as set forth on Exhibit F attached hereto; and (iii) the Registration Rights Agreement, duly executed by such Purchaser.

Closing Deliveries. (a) On FMB shall have received at or prior to the ClosingClosing such documents, instruments or certificates as FMB may reasonably request in connection with the Company shall issueconsummation of the Transactions, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):including, without limitation: (i1) this a certificate issued by the Secretary of State of the State of Delaware as to the legal existence and good standing of JV Corp in the State of Delaware; (2) a certified copy of the Certificate of Incorporation of JV Corp and all amendments and supplements thereto; (3) a copy of the Bylaws of JV Corp and all amendments and supplements thereto; (4) a certified copy of the Certificate of Formation of Holdco and evidence of Holdco’s authorization of the Transactions, and all amendments and supplements thereto; (5) the New Lease, in form and substance reasonably satisfactory to FMB; (6) the Escrow Agreement, including executed by JV Corp, in form and substance reasonably satisfactory to FMB; (7) the Registration Rights Stockholders Agreement executed by JV Corp, in form and substance reasonably satisfactory to FMB; (8) the management rights agreement Transition Services Agreement executed by JV Corp, in form and substance reasonably satisfactory to FMB; (9) the form of Exhibit F, duly Mortgage Services Agreement executed by the Company, in form and substance reasonably satisfactory to FMB; (ii10) one or more stock certificates and warrant certificates (if physical certificates are required the Trademark License Agreement executed by the Purchaser Company, in form and substance reasonably satisfactory to be held immediately prior to Closing; if not, then facsimile or “.pdf” FMB; (11) copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), executed documents and instruments evidencing the Securities subscribed for W▇▇▇▇ Fargo Facility; (12) the Modified Note executed by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agreethe Subsidiaries, the Company shall cause in form and substance reasonably satisfactory to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)FMB; (iii13) a legal opinion of Company Counsel, dated as copy of the Closing Date and in stock certificate evidencing the form attached hereto as Exhibit DExchange Stock, executed by such counsel and addressed to the Purchasersofficers of JV Corp; and (iv14) a certificate copies of the Secretary of the Companyall consents, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)approvals, dated as of the Closing Date, (a) certifying the resolutions adopted licenses and other authorizations required to be obtained by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated JV Corp by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateAgreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if as the Company and such Purchaser agree, the Company shall cause the Transfer Agent to be made a issue, in book-entry record through form the facilities number of DTC representing the Common Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature pages hereto, that such Purchaser will receive Stock Certificates for their Common Shares, then the Company shall instead instruct the Transfer Agent to issue such specified Stock Certificates registered in the name of such Purchaser); (iii) a legal opinion opinions of Company Counsel, dated as of the Closing Date and in the form forms attached hereto as Exhibit DExhibits B, executed by such counsel and addressed to the Purchasers; andPurchasers and Placement Agent; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E C (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Shares, (b) certifying the current versions of the articles Articles of incorporation, as amended, Incorporation and by-laws, as amended, Bylaws of the Company Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvi) wire instructions of the Company, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (vii) a certificate of the Federal Reserve Bank of Cleveland to the effect that the Company is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”); (viii) a certificate of good standing of the Company issued by the Secretary of State of the State of West Virginia no earlier than 10 days prior to the Closing Date; and (ix) the certificate Compliance Certificate referred to in Section 5.1(g5.1(h); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company Company, the following (the “Purchaser Deliverables”): (i) this Agreement, including duly executed by such Purchaser; (ii) the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit FAgreement, duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; and (iiiii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the Company in accordance with the Company’s written instructions.

Closing Deliveries. (a) 8.1 Deliveries of Owners and Seller. On or prior to the ClosingClosing Date, unless waived in writing by Buyer, the Company Seller shall issuedeliver, deliver or cause to be delivered to each Purchaser Buyer, the following (the “Company Deliverables”):documents and instruments, in form and substance reasonably satisfactory to Buyer and its counsel: (ia) this AgreementExecuted Conveyance Documents, including the Registration Rights Agreement ▇▇▇▇ of Sale and the management rights agreement Assumption Agreement, substantially in the form of Exhibit F, duly executed by the CompanyB attached hereto; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this An executed Assignment and Assumption Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement substantially in the form of Exhibit FE attached hereto; (c) Evidence of the receipt of all third party consents required to be obtained in connection with the consummation of the transactions contemplated hereunder, duly including, without limitation, all consents applicable to the Leased Property, Authorizations and Furniture and Equipment; (d) An opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel to Seller and the Owners, dated the Closing Date, substantially in the form attached as Exhibit D attached hereto; (e) A certificate dated the Closing Date, executed by Seller, providing as attachments copies of resolutions approved by the shareholders and the board of directors of Seller, certifying that the resolutions as attached to such Purchasercertificate were duly adopted by the shareholders and the board of directors of Seller and that such resolutions remain in full force and effect, authorizing and approving the execution by Seller of this Agreement and other documents related to this transaction and approving the consummation by Seller of the transactions contemplated by such agreements and documents; and (iif) its Subscription AmountA certificate dated the Closing Date, executed by Seller, providing as attachments Certificates of Good Standing for Seller certified by the appropriate state official in U.S. dollars and each state in immediately available fundswhich Seller is qualified, in dated no earlier than ten (10) days prior to the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsClosing Date.

Closing Deliveries. (a) On The Shareholder shall have delivered or prior to the Closing, the Company shall issue, deliver or cause caused to be delivered to the Purchaser each of the following, together with such additional items which the Purchaser may reasonably request to effect the following (the “Company Deliverables”):transactions contemplated herein: (i) this Agreement, including The Shareholder shall have executed and delivered to Purchaser a certificate or certificates representing the Registration Rights Agreement and the management rights agreement in the form of Exhibit FShares, duly executed by the Companyendorsed for transfer to Purchaser; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days A copy of the Closing Date)corporate resolutions of the directors of the Shareholder authorizing the transactions contemplated herein and the execution, evidencing delivery and performance of this Agreement and the Securities subscribed for by Purchaser hereunderother agreements contemplated hereby, registered in together with an incumbency certificate with respect to the name officers of such Purchaser (or, if the Company and such Purchaser agree, Shareholder executing documents or instruments on behalf of the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Shareholder; (iii) a legal opinion of Company Counsel, dated The OREX Supply Agreement as of the Closing Date and in the form attached hereto as Exhibit D, duly executed by such counsel and addressed to the Purchasers; andShareholder; (iv) a certificate of the Secretary of the CompanyThe complete minute book, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement stock book and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf corporate seal of the Company; (v) Certificates of corporate existence or other similar certificates respecting the certificate referred Company from the offices of the secretary of state of Pennsylvania and, to the extent in the Shareholder's possession, each jurisdiction set forth in Section 5.1(g); and2.2 of the Disclosure Schedule verifying that the Company is validly existing in each such respective jurisdiction; (vi) The Company shall have delivered a certificate evidencing the formation Written currently effective resignations by all directors and good standing of each officers of the Company and the Subsidiary in form reasonably satisfactory to Purchaser; (vii) A pay-off letter from The Chase Manhattan Bank ("Chase") providing for the release of all financing statements and other liens on assets of the Company held by Chase in North Carolina issued connection with the Closing in form reasonably satisfactory to Purchaser; (viii) Transfers in compliance with applicable law of all stock of the Subsidiary not already owned of record by the North Carolina Secretary of State, as of a date within five (5) business days Company so that at and after the Closing Purchaser or its designee shall own all of the Closing Date. (b) On or prior to stock of the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such PurchaserSubsidiary; and (iiix) The opinion of counsel to the Shareholder in customary form to the effect that Shareholder is duly organized and validly existing, has the authority to enter into and perform its Subscription Amountobligations under this Agreement, in U.S. dollars and in immediately available fundsthat this Agreement has been duly authorized, in the amount indicated below such Purchaser’s name executed and delivered on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsbehalf of Shareholder.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date)certificates, evidencing the Securities Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of or as otherwise set forth on such Purchaser’s Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DC, executed by such counsel and addressed to the Purchasers; and; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E D (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles of incorporation, as amended, and by-lawsbylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvi) a certificate of the certificate referred Chief Executive Officer, President or Chief Financial Officer of the Company, in the form attached hereto as Exhibit E, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.1(a) and 5.1(b); and (vivii) The a Certificate of Subsistence for the Company shall have delivered a certificate evidencing from the formation and good standing Secretary of each State of the Company and the Bank in North Carolina issued by the North Carolina Secretary Commonwealth of State, Pennsylvania as of a date within five (5) business days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each the Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to ClosingPurchaser; if notprovided, then however, that facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three five (5) Business Days of the Closing Date), evidencing representing the Securities Series B Preferred Shares subscribed for by Purchaser hereunderthe Purchaser, registered in the name of such the Purchaser or as otherwise set forth on the Investor Questionnaire of the Purchaser included as Exhibit C hereto, (the “Stock Certificates”) (or, if the Company and such the Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Series B Preferred Shares registered in the name of such Purchaserthe Purchaser or as otherwise set forth on the Investor Questionnaire); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (aA) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (bB) certifying the current versions of the articles Charter and bylaws of incorporation, as amended, and by-lawsthe Company (the “Bylaws”), as amended, of the Company Company, and (cC) certifying as to the signatures and authority of persons natural Persons signing the Transaction Documents and related documents on behalf of the Company; (viv) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and of good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, Maryland Department as of a date within five (5) business days Business Days of the Closing Datedate of the Closing; (v) evidence of the acceptance for record of the Articles Supplementary by the Maryland Department; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such the Purchaser; and; (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with Section 2.1; (iii) a fully completed and duly executed Investor Questionnaire, in the Company’s written instructionsform attached hereto as Exhibit C; and (iv) the Registration Rights Agreement duly executed by the Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form a copy of Exhibit F, duly executed by the Company; ’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to (iiA) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if notInvestor, then facsimile deliver, on an expedited basis, one or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original more stock certificates to be delivered within three Business Days of or (B) if physical certificates are not required by the Closing Date)Investor, evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made make a book-entry record through the facilities of DTC representing the DTC, in each case free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof) and evidencing such number of Common Shares set forth on such Investor’s signature page to this Agreement, registered in the name of such Purchaser)Investor; (ii) duly executed Transfer Agent Instructions acknowledged by the Company’s transfer agent; (iii) a legal opinion of Company CounselCounsel and V▇▇▇▇▇▇ LLP, dated as of the Closing Date and Company’s Maryland counsel, in the form attached hereto as Exhibit Dof Exhibits C-1 and C-2, respectively, executed by such counsel and addressed delivered to the Purchasers; andInvestors; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Shares, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;; and (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and Chief Executive Officer or Chief Financial Officer of the Bank in North Carolina issued by the North Carolina Secretary of StateCompany, dated as of a date within five (5) business days of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.2. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) purchase price set forth on such Investor’s signature page to this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing to such Investor by the Company’s written instructionsCompany for such purpose. (c) At the Closing, the Company and each Investor shall execute and deliver a contingent value rights agreement, substantially in the form of Exhibit D (“Contingent Value Rights Agreement”), which shall provide that such Investor shall be issued a number of contingent value rights equal to the number of Common Shares issued to such Investor hereunder.

Closing Deliveries. At the Closing, (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement Seller and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser Companies shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Purchaser: (i) a certificate or certificates evidencing all of the Company Shares, duly endorsed for transfer with all necessary transfer stamps affixed; (ii) copies of all consents and approvals required by SECTIONS 7.3, 7.4 and 7.10 (including UCC termination statements, releases of mortgages or other releases of Liens); (iii) the Opinion of Counsel required by SECTION 7.7; (iv) the Officers' Certificates required by SECTIONS 7.1 and 7.5; (v) the Employment Agreements required by SECTION 7.8; (vi) the Affiliate Letters required by SECTION 7.11; (vii) the Facility Lease and the Release required by SECTION 7.12. (viii) certificates, signed by the secretary of each of the Companies, as to the articles of incorporation and by-laws of each of the Companies, the resolutions adopted by the board of directors and shareholders of each of the Companies in connection with this Agreement, including the Registration Rights Agreement andincumbency of certain officers of each of the Companies and the jurisdictions in which each of the Companies is qualified to conduct business, in form acceptable to the Purchaser; (ix) certificates issued by the appropriate governmental authorities evidencing the good standing, with respect to both the Lead Investorsconduct of business and the payment of all franchise taxes, of each of the management rights agreement Companies as of a date not more than 10 days prior to the Closing Date, as a corporation organized under the laws of the state of such Company's state of incorporation and as a foreign corporation authorized to do business under the laws of the various jurisdictions where it is so qualified; and (x) such other certified resolutions, documents and certificates as are required to be delivered by Seller or the Companies pursuant to the provisions of this Agreement. (b) The Purchaser shall deliver to the Seller and to the Companies: (i) the consideration (in the form of Exhibit F, duly executed TSI Stock) required to be paid or delivered to Seller at Closing in accordance with SECTION 1.1; (ii) the Officers' Certificate required by such PurchaserSECTION 8.1; (iii) the Employment Agreements required by SECTION 8.4; (iv) the Facility Lease; and (iiv) its Subscription Amountsuch other certified resolutions, in U.S. dollars documents and in immediately available funds, in certificates as are required to be delivered by the amount indicated below such Purchaser’s name on Purchaser pursuant to the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsprovisions of this Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company QLI and/or Majority QLI Stockholder shall issue, deliver have delivered or cause caused to be delivered to each Purchaser QPC and QPC Stockholders the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, resolutions duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof QLI authorizing and approving the transactions contemplated by this Agreement Acquisition and the other Transaction Documents execution, delivery and the performance of this Agreement, including without limitation, issuance of the Securities, QLI Shares to QPC Stockholders; (bii) certifying the current versions a certificate of the articles good standing for QLI from their respective jurisdictions of incorporation, as amendeddated not earlier than five days prior to the Closing Date; (iii) written resignations of all current officers and directors of QLI in office that will become effective immediately after the Closing, and by-laws, as amended, board resolutions electing the following individuals to the positions with QLI listed opposite their names below immediately prior to the Closing: J▇▇▇▇▇▇ ▇▇▇▇▇ Chairman of the Company Board, Chief Executive Officer, Co-Founder and Director G▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Financial Officer, Chief Operating Officer, Co-Founder and Director I▇▇▇▇▇ ▇▇▇ Director R▇▇▇▇▇ ▇▇▇▇▇ Director M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Director (civ) certifying as all corporate records, agreements, seals and any other information reasonably requested by QPC’s representatives with respect to the signatures QLI, including without limitation, all books and authority records of persons signing the Transaction Documents and related documents on behalf of the CompanyQLI; (v) such other documents as QPC and/or QPC Stockholders may reasonably request in connection with the transactions contemplated hereby; (vi) legal opinion of QLI counsel that the QLI Shares have been duly authorized; (vii) officer’s certificate referred that the representations and warranties of QLI are true and correct as of the Closing and that all covenants required to in Section 5.1(g)be performed prior to the Closing have been performed; and (viviii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause stock certificates representing QLI Shares to be delivered pursuant to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form amounts and names specified in Section 1.1 and 5.6 of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsthis agreement.

Closing Deliveries. (a) On or prior to the At Closing, the Company Seller shall issuedeliver, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):delivered: (i) this Agreementto Purchaser, including certificates evidencing the Registration Rights Agreement and the management rights agreement Transferred Shares duly endorsed in the form of Exhibit Fblank, or accompanied by stock powers duly executed by in blank, in form satisfactory to the CompanyPurchaser; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days a copy of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name Certificate of such Purchaser (or, if Incorporation of the Company and in effect as of the Effective Time, accompanied by a certificate of an executive officer of the Company, dated as of the date hereof, stating that no amendments have been made to such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities Certificate of DTC representing the Common Shares registered in the name of Incorporation since such Purchaser)date; (iii) a legal opinion written evidence of Company Counselconsent, dated as of the Closing Date and in the form attached hereto required as Exhibit D, executed obtained by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, from any lessors of real property and from other third parties prior to or in connection with the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as consummation of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement Agreement; (iv) the written release of all Encumbrances (if any), other than Permitted Encumbrances, relating to the assets and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, properties of the Company and (c) certifying as the Transferred Shares, executed by the holder of or parties to the signatures each such Encumbrance, in form and authority of persons signing the Transaction Documents and related documents on behalf of the Companysubstance satisfactory to Purchaser; (v) the certificate referred to in Section 5.1(g)6.1; (vi) certified true copies of resolutions of the board of directors or similar governing body of the Company, and the resolutions of the shareholders of the Company, authorizing and approving this Agreement and the transactions contemplated hereby; (viii) such other documents as may be reasonably required to transfer good title to the Shares and to enable Purchaser to become the registered holder thereof; and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the At Closing, each Purchaser shall deliver deliver, or cause to be delivered delivered, to the Company the following (the “Purchaser Deliverables”):Seller: (i) the cancelled Prior Note; (ii) a true and complete copy, certified by the Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement, including Agreement and the Registration Rights Agreement and, with respect to agreements related thereto and the Lead Investors, consummation of the management rights agreement in the form of Exhibit F, duly executed by such Purchasertransactions contemplated hereby and thereby; and (iiiii) its Subscription Amount, the certificate referred to in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsSection 6.2.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser Investor, containing only the legend expressly provided in Section 6(a) hereof, evidencing such number of shares of Series A Preferred Stock equal to the number of such shares set forth opposite such Investor’s name on Schedule A hereto in a single certificate or in certificates in such other denominations as such Investor shall request not later than two (or2) Trading Days prior to the Closing Date; (ii) a certificate of the secretary or an assistant secretary of the Company, if dated the Closing Date, in form and substance reasonably satisfactory to the Investors, certifying as to (v) the amended and restated articles of incorporation of the Company; (w) the by-laws of the Company (which shall have been amended to provide that the provisions of Sections 78.378 to 78.3793 of the Nevada Revised Statutes (the “NRS”) (the “Control Share Acquisition Provisions”) do not apply to the Company); (x) the resolutions of the board of directors of the Company authorizing the execution and such Purchaser agreeperformance of this Agreement, the Company shall cause to be made a book-entry record through Certificate, the facilities Series C Certificate and the certificate of DTC representing designation for the Common Shares registered New Preferred Stock Units in the name form attached as Annex C (the “New Preferred Stock Units Certificate”), the amendment to the by-laws of the Company referred to in (w) above, and approving each of the Investors as an interested shareholder such Purchaserthat the prohibitions, restrictions, limitations and conditions of Section 78.438 to 78.442 of the NRS to not apply to such Investor and approving all other transactions contemplated by this Agreement, the Certificate, Series C Certificate, the New Preferred Stock Units Certificate and the Series C Certificate for purposes of Section 78.438 to 78.442 of the NRS; (y) incumbency and signatures of the officers of the Company executing this Agreement and the officer’s certificate referred to in (z); and (z) an officer’s certificate of the Company as contemplated by Section 7(n); (iii) certificate of the Company signed by a legal opinion duly authorized officer of the Company Counsel, dated stating that the representations and warranties of the Company contained in this Agreement are true and correct as of the date when made and as of the Closing Date (except that representations made as of a specific date shall be required to be true and correct as of such date only); (iv) a legal opinion of V▇▇▇▇▇ & E▇▇▇▇▇ LLP, in the form attached hereto as of Exhibit DA, executed by such counsel and addressed delivered to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyInvestors; (v) a legal opinion of W▇▇▇▇▇▇▇ and Wedge, in the form of Exhibit B, executed by such counsel and delivered to the Investors (with the officer’s certificate referred contemplated thereby reasonably satisfactory to the Investors); (vi) the Transfer Agent Instructions (as defined in Section 5.1(g)6(a) below) acknowledged by the Transfer Agent; and (vivii) The Company shall have delivered a certificate evidencing the formation and long form good standing of or certificates or equivalent documentation (reasonably acceptable to the Investors) with respect to each of the Company and the Bank in North Carolina each of its Subsidiaries issued by the North Carolina Secretary of State, as of a date within five (5) business days State of the Closing DateState of Nevada and from each other jurisdiction in which each of its Subsidiaries was formed. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three two (2) Business Days of the Closing Date), evidencing the Securities Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on such Purchaser’s Stock Certificate Questionnaire included as Exhibit A-2 hereto (the “Stock Certificates”) (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC or the Transfer Agent representing the Common Shares registered in the name of such PurchaserPurchaser or as otherwise set forth on such Stock Certificate Questionnaire); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DB, executed by such counsel and addressed to the Purchasers; and; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and Documents, including the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Articles of incorporationIncorporation, as amended, and by-lawsBylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) a certificate of the certificate referred Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.1(a) and 5.1(b); and (vi) The a Certificate of Good Standing for the Company shall have delivered a certificate evidencing from the formation and good standing of each Clerk of the Company and State Corporation Commission of the Bank in North Carolina issued by the North Carolina Secretary Commonwealth of State, Virginia as of a date within five (5) business days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits A-1 and A-2, respectively.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the Purchasers the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser or, pursuant to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies Section 2.1(c) evidence of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), book-entry delivery) evidencing the Securities Preferred Shares subscribed for by each Purchaser hereunder, registered in the name of such Purchaser (or, if as set forth on the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Stock Certificate Questionnaire included as Exhibit D-2 hereto; (iiiii) a legal opinion of Company CounselCounsel with respect to the matters described on Schedule B, dated as of the Closing Date Date, in form and in substance reasonably satisfactory to the form attached hereto as Exhibit DPurchasers, executed by such counsel and addressed to the Purchasers; and; (iii) the Investor Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended, the Certificate of Designations, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons the individuals signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E; (v) a certificate dated as of the certificate referred to Closing Date and signed by its chief executive officer in Section 5.1(g); andthe form attached hereto as Exhibit F. (vi) The Company shall have delivered a certificate evidencing the formation incorporation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of Delaware, as of a date within five three (53) business days Business Days of the Closing Date; and (vii) a certified copy of the certificate of incorporation, as certified by the Secretary of State of Delaware, as of a date within three (3) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreementits Subscription Amount, including in the Registration Rights Agreement andamount set forth as the “Aggregate Purchase Price (Subscription Amount)” indicated opposite such Purchaser’s name on Schedule A, with respect by wire transfer to the Lead Investors, account set forth on Exhibit C attached hereto or such other account as may be notified by the management rights agreement in Company to the form of Exhibit FPurchasers at least two (2) Business Days prior to the Closing Date; (ii) the Investor Rights Agreement, duly executed by such Purchaser; and (iiiii) its Subscription Amounta fully completed and duly executed Accredited Investor Questionnaire, in U.S. dollars satisfactory to the Company, and in immediately available funds, Stock Certificate Questionnaire in the amount indicated below such Purchaser’s name on the applicable signature page forms attached hereto by wire transfer in accordance with the Company’s written instructionsas Exhibits D-1 and D-2, respectively.

Closing Deliveries. (a) On or prior to At the Closing, Pubco and the Company Representative Stockholder shall issue, deliver have delivered or cause caused to be delivered to each Purchaser BBC and the following (BBC Shareholders the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by Pubco and the CompanyRepresentative Stockholder; (ii) one or more stock certificates letters of resignation from Pubco’s sole officer and warrant certificates (if physical certificates are required by director, with such resignations as to all of the Purchaser offices he currently holds with Pubco to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of effective on the Closing Date), evidencing and confirming that such officer or director has no claim against Pubco in respect of any outstanding remuneration or fees of whatever nature as of the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Closing; (iii) resolutions duly adopted by the Board of Directors of Pubco approving the following events or actions, as applicable: a. the execution, delivery and performance of this Agreement; b. the Acquisition and the terms thereof; c. adoption of bylaws in the form agreed by the parties; d. fixing the number of authorized directors on the board of directors at a legal opinion minimum of Company Counselone director and a maximum of five directors; e. the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Chairman of the Board of Directors, and the appointment of additional directors as may be appointed by the Board of Directors from time to time at its sole discretion following the Closing; and f. the appointment of the following persons as officers of Pubco, effective on the Closing Date, with the titles set forth opposite his or her name (the “BBC Officers”): ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Chief Executive Officer, President, Secretary, Chairman of the Board and Interim Chief Financial Officer (iv) certified articles of incorporation and a certificate of good standing for Pubco from its jurisdiction of incorporation, dated not earlier than five (5) days prior to the Closing Date; (v) an instruction letter signed by the President of Pubco addressed to Pubco’s transfer agent of record, in a form reasonably acceptable to BBC and consistent with the terms of this Agreement, instructing the transfer agent to issue stock certificates representing the Pubco Shares to be delivered pursuant to this Agreement registered in the names of the BBC Shareholders as set forth in Annex I and to cancel the shares held by the Representative Stockholder as set forth in Annex II; (vi) the Separation Agreement duly executed by Pubco and the Representative Stockholder, and all exhibits thereto, evidencing the Representative Stockholder’s resignation from all officer and director positions with Pubco and the cancellation of an aggregate of 100,000,000 shares of Pubco Common Stock owned by him in consideration for $175,000; (vii) A certificate of Standard Registrar and Transfer Co., Inc., Pubco’s transfer agent and registrar, certifying as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed business day prior to the Purchasers; andAcquisition and before taking into consideration the cancellation of Pubco Common Stock as indicated in Section 7.l(a)(vii) hereof, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Pubco Common Stock, together with the number of shares of Pubco Common Stock held by each record owner; (ivviii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)Pubco, dated as of the Closing Date, certifying as to (ai) certifying the incumbency of officers of Pubco executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Articles of Incorporation and By-Laws of Pubco, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions adopted by of the Board of Directors of Pubco authorizing and approving Pubco’s execution, delivery and performance of the Company or a duly authorized committee thereof approving Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companythereby; (vix) a duly executed share cancellation agreement, and all exhibits thereto, by and between Pubco and ▇▇▇▇ Stockport together with the certificate referred stock certificates evidencing his shares, a notarized stock power and an instruction letter authorizing the cancellation of his shares addressed to in Section 5.1(g)Pubco’s transfer agent of record; (x) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by BBC’s representatives with respect to Pubco; and (vixi) The Company shall have delivered a certificate evidencing such other documents as BBC and/or the formation and good standing of each of the Company and the Bank BBC Shareholders may reasonably request in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance connection with the Company’s written instructionstransactions contemplated hereby.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three two (2) Business Days of the Closing Date), evidencing the Securities Preferred Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the Stock Certificate Questionnaire (the “Stock Certificates”) (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Preferred Shares registered in the name of such PurchaserPurchaser or as otherwise set forth on the Stock Certificate Questionnaire); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amendedamended (including a copy of the Certificate of Determination certified by the California Secretary of State), and by-lawsbylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g); and (vivii) The Company shall have delivered a certificate evidencing the formation and good standing Certificate of each of Good Standing for the Company and from the Bank in North Carolina issued by the North Carolina California Secretary of State, State as of a date within five (5) business days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions, which instructions shall be delivered to each Purchaser not less than three (3) Business Days prior to Closing; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2 , respectively.

Closing Deliveries. (a) On Prior to or prior to at the Closing, the Company shall issue, deliver or cause to be have delivered to each Purchaser the following (the “Company Deliverables”):closing documents in form and substance reasonably acceptable to Parent: (i) a certificate of a duly authorized officer of the Company, dated the Closing Date, to the effect that the conditions specified in Section 6.2(a) and Section 6.2(b) have been satisfied and attaching to the certificate a copy of a certification of good standing from the jurisdiction of organization of each Acquired Company which shall not be dated more than fifteen (15) days prior to the Closing Date; (ii) a certified copy of the resolutions of the Company’s board of directors authorizing the execution, delivery and consummation of this Agreement, including the Registration Rights Agreement and the management rights agreement transactions contemplated hereby; (iii) a certificate of the Company, issued pursuant to and in compliance with (including the making of any required filings with the IRS) Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that as of the Closing Date an interest in the form Company is not a U.S. real property interest within the meaning of Exhibit FSection 897 of the Code; (iv) Payoff Letters in respect of the Closing Date Indebtedness (other than any Indebtedness described in clause (iv) of the definition thereof in respect of capital leases), together with evidence of the release of all Liens on the Acquired Companies securing such Closing Date Indebtedness (other than Permitted Liens); (v) a certificate of a duly authorized officer of the Regulated Trust Board evidencing its adoption of resolutions demonstrating: (A) the approvals set forth in Sections 5.9(b)(i), (ii) and (iv); (B) the calling of a meeting of shareholders of each Regulated Fund to be held within forty five (45) days after the Closing Date (or such other date mutually agreed to by the Company and Parent) to be held in accordance with applicable Law for the purpose of approving the new Regulated Fund Investment Services Contract for such Regulated Fund and the setting of a record date for such meeting; and (C) the Regulated Trust Board’s adoption of a recommendation that each Regulated Fund’s shareholders approve the new Regulated Fund Investment Services Contract for such Regulated Fund; (vi) evidence that the definitive Proxy Materials were duly filed with the SEC in accordance with applicable Law and that such materials have been mailed to the applicable shareholders; (vii) the Subadvisory Consent; (viii) signature pages to the Interim Agreements, duly signed by the Regulated Trust on behalf of each Regulated Fund; and (ix) any other Merger Document to which the Company is a party, in each case, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates as the Company and warrant certificates (if physical certificates are required by Purchaser agree, the Purchaser Company shall cause the Transfer Agent to be held immediately prior to Closing; if notissue, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser book-entry form 3,424.65 Preferred Shares (or, if the Company and such Purchaser agreeshall have agreed, as indicated on Purchaser’s signature page hereto, that Purchaser will receive stock certificates for its Preferred Shares, then the Company shall cause instead instruct the Transfer Agent to be made a book-entry record through the facilities of DTC representing the Common Shares issue such specified stock certificates registered in the name of such Purchaser); (iii) a legal opinion of Company Counselthe Rights Agreement, dated as of the Closing Date and in the form attached hereto as Exhibit D, duly executed by such counsel and addressed to the Purchasers; andCompany (which shall be delivered on the date hereof); (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)D, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and Documents, including the issuance of the SecuritiesPreferred Shares, and the reservation of the Conversion Shares, (b) certifying the current versions of the articles Articles of incorporationIncorporation and Bylaws, as amended, amended and by-laws, as amendedrestated, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) a certificate of the certificate referred Chief Executive Officer or Acting Chief Financial Officer of the Company, in the form attached hereto as Exhibit E, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.1(a) and (b); (vi) a true, correct and complete copy of the Certificate of Determination, as filed with and certified by the Secretary of State of the State of California; and (vivii) The Company shall have delivered a certificate evidencing the formation correct and good standing complete copies of each of the Company any and the Bank all documents specified in North Carolina issued by the North Carolina Secretary of StateSection 3.1(d)(ii), as of a date within five (5iii), (iv) business days of the Closing Dateand (v). (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) On or prior to the date hereof: a) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and b) the Rights Agreement, duly executed by Purchaser; and (ii) its On or prior to the Closing Date: a) the Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (ai) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form a certificate evidencing a number of Exhibit F, duly executed Shares equal to such Investor’s Investment Amount divided by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderPer Unit Purchase Price, registered in the name of such Purchaser Investor; (orii) a Warrant, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such PurchaserInvestor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock equal to 100% of the number of Shares issuable to such Investor pursuant to Section 2.2(a)(i), at an exercise price per share that is equal to 125% of the Per Unit Purchase Price (the “Warrant Shares”); (iii) a the Closing Escrow Agreement, duly executed by all parties thereto; (iv) the Make Good Escrow Agreement, duly executed by all parties thereto; (v) the legal opinion of Company Counsel, dated in agreed form, addressed to the Investors; (vi) the Registration Rights Agreement, duly executed by the Company; and (vii) a certificate executed by the Company’s chief executive officer and chief financial officer, confirming the continued truth and correctness in all material respects (except as to those representations and warranties qualified by materiality, as to which the confirmation shall be as to their continued truth and correctness) as of the Closing Date of the Company’s representations and warranties made in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andArticle 3 hereof; (ivviii) a certificate of the Secretary secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as attaching a recent copy of the Closing Date, (a) certifying the resolutions adopted certificate of incorporation certified by the Board Secretary of Directors State of the Company or State of Delaware and a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, certificate as of a date within five (5) business not more than three days of the Closing Date. (b) On or prior to the Closing, copies of the by-laws of the Company and resolutions of the board of directors, which the secretary of the Company has certified as true and correct copies in full force and effect as of the Closing; (b) At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (collectively, the “Purchaser Investors’ Deliverables”): (i) this to the Escrow Agent for deposit and disbursement in accordance with the Closing Escrow Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Investment Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing by the Company for such purpose; and (ii) to the Company’s written instructions, the Registration Rights Agreement, duly executed by such Investor.

Closing Deliveries. (a) On or prior to At the Closing, the Company and the Seller shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):items to Holdings or Merger Co., as applicable, each in form and substance satisfactory to Holdings or Merger Co., as applicable: (i) this Agreementan assignment of all of Seller’s right, including title and interest in the Registration Rights Agreement Membership Interest and the management rights agreement in the form of Exhibit F, duly executed by the CompanyUnits to Merger Co.; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary an officer of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (a) certifying the Company’s Fundamental Documents; (b) the incumbency of each officer executing this Agreement and the Related Documents and any other agreement, document or instrument contemplated hereby or thereby; and (c) the resolutions adopted by the Board of Directors of the Company’s Manager and Seller approving the Merger, this Agreement and the Related Documents and all other agreements and documents contemplated hereby and thereby; (iii) certificates of the Secretaries of State (or other applicable office) in which the Company is organized and qualified to do business, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to its good standing and non-delinquent Tax status; (iv) a counterpart of any Related Document to which the Seller or the Company is a party, duly authorized committee thereof approving executed by such Person; (v) a counterpart of each New Employment Agreement with each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, executed by such Persons; (vi) all consents and approvals, including, without limitation, those consents and approvals set forth on Schedule 2.6(a)(vi), in form and substance satisfactory to the Purchasers and their counsel, that are (i) required for consummation of the transactions contemplated by this Agreement and the other Transaction Related Documents or (ii) that are required in order to prevent a breach of, or a default under, or a termination of, any Contract to which the Company is a party or to which any portion of its property or assets is subject; (vii) a counterpart of a stock option agreement for Holdings Common Stock executed by each of the Persons holding Rollover Options; (viii) a certificate of Seller, dated as of the Closing Date, certifying (a) Seller’s Fundamental Documents and the issuance of the Securities, (b) certifying the current versions incumbency of each Person executing this Agreement and the Related Documents and any other agreement, document or instrument contemplated hereby or thereby on behalf of the articles Seller; (ix) a draft of incorporationthe Current Report on Form 8-K due to be filed with the Securities and Exchange Commission by Holdings within four business days of the Closing Date, including therein a copy of the Company’s financial statements which constitute all of the financial statements that are required to be included in the Current - 6 – Report on Form 8-K. For purposes of this Section 2.6(a)(viii) the term “business day” shall have the same meaning as amendedset forth in the General Instructions to the Current Report on Form 8-K; (x) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, and by-laws, as amended, of counsel to the Company and (c) certifying the Seller, dated as of the Closing Date, addressed to the signatures and authority of persons signing Purchasers, in the Transaction Documents and related documents on behalf Form attached hereto as Exhibit E; (xi) the minute books of the Company; (vxii) a counterpart of the certificate referred to in Section 5.1(g)Registration Rights Agreement executed by Seller; and (vixiii) The copies of all filings and notices made or given by the Seller or the Company shall have delivered a certificate evidencing with Governmental Entities in connection with the formation and good standing of each consummation of the Company Merger or any of the other transactions contemplated by this Agreement and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateRelated Documents. (b) On or prior to At the Closing, each Purchaser Holdings or Merger Co., as applicable, shall deliver or cause to be delivered the following items to the Company the following (the “Purchaser Deliverables”):Seller: (i) this Agreement, including the Registration Rights Agreement and, with respect to Note executed by Holdings; (ii) the Lead Investors, the management rights agreement Merger Sub Guaranty executed by Merger Co.; (iii) an original stock certificate representing Thirteen Million (13,000,000) shares of Holdings Common Stock registered in the form name of Exhibit FSeller; (iv) an original stock certificate representing Four Million (4,000,000) shares of the Holding Company Claw Back Stock in the name of Seller with the Restrictive Legend affixed; (v) a counterpart of a stock option agreement with each of the Persons holding Rollover Options executed by Holdings; (vi) a counterpart of any Related Document to which Holdings or Merger Co. is a party, duly executed by such Purchaser; andPerson; (iivii) its Subscription Amounta certificate of the Secretary of each Purchaser, in U.S. dollars and in immediately available fundsdated as of the Closing Date, in the amount indicated below certifying (a) such Purchaser’s name on Fundamental Documents; (b) the incumbency of each officer executing this Agreement and the Related Documents and any other agreement, document or instrument contemplated hereby or thereby; and (c) the resolutions of each Purchasers’ board of directors approving this Agreement and the Related Documents to which such Purchaser is a party and all other agreements and documents contemplated hereby and thereby; (viii) certificates of the Secretaries of State (or other applicable signature page hereto office) in which each Purchaser is organized and qualified to do business, dated as of a date not more than five (5) Business Days prior to the Closing Date, certifying as to its good standing and non-delinquent Tax status; (ix) a counterpart of any Related Document to which any Purchaser is a party, duly executed by wire transfer in accordance such Person; (x) a counterpart of each New Employment Agreement with each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, executed by Holdings; (xi) a counterpart of the Company’s written instructions.Registration Rights Agreement executed by Holdings;

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days certificates, free and clear of the Closing Dateall restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Securities Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser (or, if as set forth on the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)signature page hereto; (iii) a legal opinion of Company Counselthe Registration Rights Agreement, dated as of the Closing Date and in the form attached hereto as Exhibit D, duly executed by such counsel and addressed to the Purchasers; andCompany; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), in form reasonably acceptable to the Purchasers, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate Compliance Certificate referred to in Section 5.1(g5.1(i); and; (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of the State of Delaware as of a date within five business days of the Closing Date; (vii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of the State of California as of a date within five business days of the Closing Date; and (viii) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of the State of Delaware, as of a date within five (5) business 10 days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following following, with respect to such Purchaser (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) subject to Section 2.2(a)(ii), its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with to the Company’s written instructionsCompany Account, as set forth on Exhibit B attached hereto; and (iii) the Registration Rights Agreement, duly executed by such Purchaser.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, ) registered in the name of such Purchaser or as otherwise set forth on the Investor Questionnaire included as Exhibit “B”, hereto, (the “Stock Certificates”) (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares and Non-Voting Common Shares registered in the name of such PurchaserPurchaser or as otherwise set forth on the Investor Questionnaire); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D“C”, executed by such counsel and addressed to the PurchasersPurchaser; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E “D” (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate Compliance Certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Limestone Bank in North Carolina its respective jurisdiction of formation issued by the North Carolina Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its the Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions.. ARTICLE III

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Stockholder: (i) this Agreementfully executed and duly authorized transaction documents, including the Registration Rights this Share Exchange Agreement and the management rights agreement in the form of Exhibit F, duly executed all other ancillary documents and resolutions required by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, a certificate registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC each Stockholder representing the number of shares of Common Shares registered in the name of such Purchaser)Stock set forth on Schedule II; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andCompany acceptable to the Stockholders; (iv) a certificate undated letters of resignation from each of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement directors and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf officers of the Company; (v) certified copies of such resolutions of the directors of the Company as are required to be passed to authorize the execution, delivery and implementation of this Agreement; (vi) good standing certificate referred to in Section 5.1(g)of the Company; and (vivii) The Company shall have delivered a certificate evidencing such other documents as Perf may reasonably require to give effect to the formation terms and good standing intention of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Datethis Agreement. (b) On or prior to the ClosingClosing Date, each Purchaser Stockholder and Perf shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Company: (i) this Agreementfully executed and duly authorized transaction documents, including this Share Exchange Agreement and all other ancillary documents and resolutions required by the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such PurchaserCompany; and (ii) the certificates representing such Stockholder's shares of Perf stock, or if the shares were issued in uncertificated form, a written representation executed by an officer of Perf and the Stockholder that such Stockholder was issued the number of shares set forth next to its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on Schedule I. (c) On the applicable signature page hereto by wire transfer in accordance Closing Date, all officers, directors and key employees of Perf shall deliver Lock-Up Agreements with the Company’s written instructionsCompany for a term of eighteen (18) months whereby they agree to certain restrictions on the sale or disposition of all of the Common Stock of the Company acquired by them in connection with the Share Exchange.

Closing Deliveries. The Company shall have delivered to Parent: (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)certificate, dated as of the Closing Date, (a) certifying the resolutions adopted signed by the Board of Directors a responsible officer of the Company on behalf of the Company and dated as of the Closing Date, certifying the Company’s (i) charter, (ii) bylaws, (iii) board resolutions approving the Merger and adopting this Agreement and (iv) the Written Consents of stockholders of the Company holding 100% of the outstanding Company Common Stock; (b) a certificate, dated as of the Closing Date, signed by the Stockholders’ Representative on behalf of the Securityholders, as to compliance with the conditions set forth in Sections 8.1, 8.2, 8.3, 8.4, 8.5 and 8.6; (c) a certificate, dated as of the Closing Date, signed by the Stockholders’ Representative on behalf of the Securityholders, certifying that: (i) each holder of Company Common Stock has executed and delivered a Written Consent, which such Written Consent included, among other things, (A) representations and warranties made by such holder of Company Common Stock to Parent and Merger Sub, (B) a release of claims by such holder of Company Common Stock, (C) a consent by such holder of Company Common Stock to the termination of certain agreements, (D) the approval by such holder of Company Common Stock of the Merger and the transactions contemplated by this Agreement, and the adoption of the indemnification and other obligations applicable to such holder of Company Common Stock on an individual basis set forth in Section 7.1, Section 7.8 and Article X of this Agreement and (E) a waiver by such holder of Company Common Stock of any appraisal rights, dissenting share rights or a duly authorized committee thereof approving similar rights in connection with the Merger, in each case as set forth in the applicable Written Consent; (ii) true and complete copies of such Written Consents; (iii) no holder of Company Common Stock has revoked, modified or withdrawn its Written Consent; and (iv) Parent and Merger Sub are entitled to rely on such certificate and the Written Consents in satisfaction of the conditions precedent to the obligation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement set forth in this Section 8.11(c) and the other Transaction Documents and the issuance Section 8.11(o), respectively; (d) a certificate, signed by a responsible officer of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, Company on behalf of the Company and (c) certifying dated as of the Closing Date, setting forth the Company’s good faith calculation, as of immediately prior to the signatures and authority Closing, of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation Cash and good standing of each Cash Equivalents of the Company and its Subsidiaries, (ii) the Bank in North Carolina issued by unpaid Indebtedness of the North Carolina Secretary of StateCompany and its Subsidiaries, (iii) the unpaid Transaction Expenses and (iv) the Closing Liabilities; (e) a payoff letter (each, a “Payoff Letter”) from each lender to the Indebtedness, including pursuant to the Company Credit Agreement, outstanding as of immediately prior to the Effective Time (including any interest accrued thereon and any prepayment or similar penalties and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an agreement that, if such aggregate amount so identified is paid to such lender on the Closing Date, such Indebtedness shall be repaid in full, and that all liabilities thereunder and all Liens or other guarantees affecting any real or personal property of the Company or any Subsidiary will be released; (f) with respect to any Transaction Expenses that remain unpaid as of immediately prior to the Closing, documentation reasonably satisfactory to Parent setting forth the amounts of all such unpaid Transaction Expenses (including the identity of each recipient, dollar amounts, wire instructions and any other information necessary for Parent to effect the final payment in full thereof) and indicating that upon receipt of such amounts that all such Transaction Expenses shall have been paid in full; (g) documentation reasonably satisfactory to Parent from each broker or finder of the Company releasing the Company from any indemnification or other obligations arising after the Closing pursuant to any engagement letter or other agreement with such broker(s) or finder(s); (h) a date certificate from the Department of Assessments and Taxations of the State of Maryland, dated within five (5) business days of Business Days prior to the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to certifying that the Company is in good standing under the following (Laws of the “Purchaser Deliverables”):State of Maryland; (i) this Agreementa certificate of non-foreign status that complies with Treasury Regulation Section 1.1445-2(b)(2) from each shareholder of the Company or, including in the Registration Rights Agreement andcase of any shareholder of the Company that is a “foreign person” within the meaning of Section 1445 of the Code, a copy of the Company certificate described in Section 8.11(n); (j) if applicable, a Parachute Payment Waiver from each Person who the Company reasonably believes is, with respect to the Lead InvestorsCompany, a “disqualified individual” (within the management rights agreement in meaning of Section 280G of the form Code and the regulations promulgated thereunder), as determined immediately prior to the initiation of Exhibit Fthe requisite stockholder approval procedure under, duly executed by and who might otherwise have, receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, pursuant to which each such Purchaser; and (ii) its Subscription AmountPerson shall agree to waive any and all right or entitlement to the accelerated vesting, in U.S. dollars payments, benefits, options and in immediately available funds, in stock to the extent the value thereof exceeds 2.99 times such Person’s base amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer determined in accordance with Section 280G of the Company’s written instructions.Code and the regulations promulgated thereunder, unless the requisite stockholder approval of such accelerated vesting, payments, benefits, options and stock is obtained;

Closing Deliveries. (a) On or prior Closing deliveries required hereunder shall be made to the ClosingEscrow Agent pursuant to Section 1(c) below. On the Closing Date, the Company shall issue, will deliver or cause to be delivered to each Purchaser the following Buyer (the “Company DeliverablesDocuments”): (iA) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit Fitems required to be delivered to Buyer pursuant to Section 8, duly executed by the Company;Company where so required, (iiB) one a certificate ("Closing Certificate") signed by its chief executive officer or more stock certificates chief financial officer (1) representing the truth and warrant certificates (if physical certificates are required accuracy of all the representations and warranties made by the Purchaser to be held immediately prior to Closing; if notCompany contained in this Agreement, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days as of the applicable Closing Date), evidencing as if such representations and warranties were made and given on all such dates, (2) adopting the Securities subscribed for by Purchaser hereundercovenants and conditions set forth in this Agreement in relation to the applicable Debenture, registered in the name and (3) certifying that an Event of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser);Default has not occurred, (iiiC) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)'s counsel, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement in form, scope and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as substance reasonably satisfactory to the signatures Buyer and authority of persons signing in substantially the same form as Exhibit D attached hereto in relation to the Company, the applicable Debenture and the Transaction Documents and related documents on behalf of the Company;("Closing Legal Opinion"), (vD) a duly executed Debenture with a principal amount equal to such Buyer’s Subscription Amount, registered in the certificate referred to in Section 5.1(g); andname of such Buyer, (viE) The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of each of the Company and the Bank each of its Subsidiaries in North Carolina such entity's jurisdiction of formation issued by the North Carolina Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five (5) business days of prior to the Closing Date. (bF) On The Company shall have delivered to such Buyer a true copy of certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date prior to the ClosingClosing Date. (G) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of the State of Nevada prior to the Closing Date. On the Closing Date, each Purchaser Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser DeliverablesBuyer Documents”): (iA) this Agreement, including the Registration Rights Securities Purchase Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; andBuyer, (iiB) its such Buyer’s Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto Amount by wire transfer to the account as specified in accordance with writing by the Company’s written instructionsCompany (subject to offsets for any expenses to which such Buyer is entitled).

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Parent the following (the “Company Deliverables”):following: (i) this Agreementresignations of the directors (or equivalent) of each Company Group company specified by Parent from his or her position as director (or equivalent), including effective as of the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the CompanyClosing; (ii) one or more stock the certificates and warrant certificates (if physical certificates are required by the Purchaser referred to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Datein Section 6.3(a), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company Section 6.3(b) and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such PurchaserSection 6.3(e); (iii) a legal opinion of Company Counsel, dated as copy of the Closing Date and in the form attached hereto as Exhibit D, Escrow Agreement duly executed by such counsel the Escrow Agent, the Company and addressed to the Purchasers; andSeller Representative; (iv) an affidavit of each Seller stating under penalties of perjury, that such Seller in not a certificate foreign person within the meaning of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”Treasury Regulation Section 1.1445-2(b)(2)(i), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) certificates of the certificate referred secretaries of state (or similar officials) of Delaware, Connecticut, New Jersey and New York and each other jurisdiction in which the Company is qualified to do business stating that the Company is in Section 5.1(ggood standing; (vi) duly executed copies of the Pay-Off Letters; (vii) Letters of Transmittal duly executed and properly completed by the members of the Company set forth on Schedule 2.14(a)(vii); (viii) an operating statement for each of Norwalk and Totowa for each fiscal quarter and year to date and a consolidated operating statement for such Company Leased Real Properties for each such fiscal quarter and year to date (such statements and reports to be in form and substance consistent with past practice); (ix) estoppel certificates from the lessors under each of the Company Leases in form and substance reasonably satisfactory to Parent; (x) duly executed releases and termination agreements required to satisfy or release any Liens securing the Existing Company Debt or any other agreement with any landlord of a Company Lease pertaining thereto; and (vixi) The Company shall have delivered a certificate evidencing the formation such other certificates, documents, and good standing of each of instruments as the Company and may reasonably request in order to effect the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Datetransactions contemplated hereby. (b) On or prior to At the Closing, each Purchaser Parent shall deliver or cause to be delivered to the Company Seller Representative the following (the “Purchaser Deliverables”):following: (i) this Agreement, including the Registration Rights certificates referred to in Section 6.2(a) and Section 6.2(b); (ii) a copy of the Escrow Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaserthe Escrow Agent and Parent; and (iiiii) its Subscription Amountsuch other certificates, documents and instruments as the Company may reasonably request in U.S. dollars and in immediately available funds, in order to effect the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionstransactions contemplated hereby.

Closing Deliveries. (a) On or prior to the Closing, the The Company shall issue, deliver or cause to be have delivered to Shoeinvest, in form and substance satisfactory to Shoeinvest each Purchaser of the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, Note to be purchased by Shoeinvest pursuant to SECTION 2.1 duly executed and delivered by the CompanyCompany and payable to Shoeinvest; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by issued to Shoeinvest evidencing the Purchaser Common Stock Shares to be held immediately prior purchased by Shoeinvest pursuant to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)SECTION 2.1; (iii) a legal opinion of Warrant Certificates issued to Shoeinvest by the Company Counsel, dated as of evidencing the Closing Date and in the form attached hereto as Exhibit D, executed Warrants to be purchased by such counsel and addressed Shoeinvest pursuant to the Purchasers; andSECTION 2.1; (iv) the Registration Rights Agreement duly executed and delivered by the Company and Shoeinvest; (v) the Employment Agreement duly executed and delivered by the Company and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (vi) a certificate favorable opinion of the Secretary of Thrasher, Whitley, Hampton & ▇▇▇▇▇▇, counsel for the Company, in form and substance satisfactory to Shoeinvest and its counsel; (vii) all resolutions, certificates and documents Shoeinvest may request relating to (A) the organization, existence, good standing and foreign qualification of the Company and each of its Subsidiaries, (B) the corporate authority for the execution, delivery and enforceability of this Agreement and the consummation of the Closing Transactions, (C) the stock ownership of the Company and each of its Subsidiaries, (D) evidence of all resolutions and related documents necessary to increase the Company's outstanding capital, if necessary, and (E) such other matters relevant to the foregoing as Shoeinvest shall reasonably request, all of which shall be in form attached hereto as Exhibit E and substance satisfactory to Shoeinvest and its counsel; (viii) if applicable, the “Secretary’s Certificate”), dated as of waiting period applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated and all filings required to be made prior to the Closing Date, and all consents, approvals, permits and authorizations required to be obtained prior to the Closing Date from, any Governmental Authority in connection with execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained. (aix) certifying evidence satisfactory to Shoeinvest that all Closing Transactions have been consummated; (x) a Subordination Agreement among Shoeinvest, Compass Bank and Bank of Oklahoma in the resolutions adopted by the Board of Directors form and substance reasonably acceptable to Shoeinvest; (xi) a certificate from an Authorized Officer of the Company or certifying that (A) neither a Default nor an Event of Default has occurred, and (B) each and every representation and warranty of the Company in the Transaction Documents is true and correct in all material respects; (xii) the holders of the requisite number of shares of outstanding capital stock of the Company shall have duly authorized committee thereof approving and validly approved all items necessary to effect the transactions contemplated by this Agreement and the other Transaction Documents Documents, the Closing Transactions and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyall other transactions contemplated hereby or thereby; (vxiii) the certificate referred Common Stock Shares, the Warrant Shares and the shares of Common Stock issuable upon conversion of the Notes shall have been approved for listing on the Nasdaq Small Cap Market, subject to in Section 5.1(g); andofficial notice of issuance; (vixiv) The Company shall have delivered a certificate evidencing the formation and good standing resignations in form acceptable to Shoeinvest of each of the directors of the Company and the Bank in North Carolina issued who are not designated by the North Carolina Secretary Major Shareholders pursuant to the provisions of Statethe Shareholders Agreement; (xv) evidence of cancellation of the Company's Employee Net Profits Interest Incentive Compensation Plan ("NPI Plan") and termination of the Company's SEP/▇▇▇ Plan established in 1993;and (xvi) such other documents, instruments and agreements as Shoeinvest shall reasonably request in light of a date within five (5the transactions contemplated hereunder. The documents, certificates and opinions referred to in this SECTION 6.1(A) business days of shall be delivered to Shoeinvest no later than the Closing Date and shall, except as expressly provided otherwise, be dated the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (Purchasers the “Company Deliverables”):following: (i) this Agreement, including evidence reasonably satisfactory to each Purchaser that the Registration Rights Agreement and Transfer Agent has recorded the management rights agreement Series B Shares to be issued to each Purchaser at the Closing on the stock ledger of the Company in the form of Exhibit F, duly executed by the Companybook-entry form; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company CounselCounsel with respect to the matters described on Schedule A, dated as of the Closing Date Date, in form and in the form attached hereto as Exhibit Dsubstance reasonably satisfactory to each Purchaser, executed by such counsel and addressed to each Purchaser; (iii) the Purchasers; andInvestor Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesSeries B Shares at the Closing, (b) certifying the current versions of the articles Company Organizational Documents and the Certificate of incorporation, as amended, and by-laws, as amended, of the Company Designation and (c) certifying as to the signatures and authority of persons the individuals signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E; (v) a certificate dated as of the certificate referred to Closing Date and signed by its chief executive officer or its chief financial officer in Section 5.1(g); andthe form attached hereto as Exhibit F; (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState (or comparable office) of Delaware, as of a date within five seven (57) Business Days of the Closing Date; and (vii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business days as a foreign corporation, as of a date within seven (7) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreementthe Closing Subscription Amount, including in United States dollars and in immediately available funds, in the Registration Rights Agreement andamount set forth next to such Purchaser’s name on Schedule I under the heading “Closing Subscription Amount”, with respect by wire transfer to the Lead Investors, account set forth on Exhibit C attached hereto or such other account as may be notified by the management rights agreement in Company to the form of Exhibit FPurchasers at least two (2) Business Days prior to the Closing Date; (ii) the Investor Rights Agreement, duly executed by such Purchaser; and (iiiii) its Subscription Amounta fully completed and duly executed Accredited Investor Questionnaire, in U.S. dollars satisfactory to the Company, and in immediately available funds, Stock Certificate Questionnaire in the amount indicated below such Purchaser’s name on the applicable signature page forms attached hereto by wire transfer in accordance with the Company’s written instructionsas Exhibits D-1 and D-2, respectively.