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 Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

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) certificates or book-entry shares evidencing this Agreement, duly executed by the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeCompany; (ii) a legal opinion of Company Counsel, Counsel dated as of the Closing Date and Date, in substantially the form attached hereto as Exhibit ED, executed by such counsel and addressed to Purchaserthe Purchasers; (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 F 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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the Articles current versions of Incorporation the certificate of incorporation, as amended, and Bylaws bylaws of the Company in effect as of the Closing 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; (vvi) a certificatecertificate (the “Compliance Certificate”), dated as of the Closing Date and signed by its 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), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in substantially the form attached hereto as Exhibit G; (vivii) a Certificate certificate evidencing the formation and good standing of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from issued by the Secretary of State of South Carolinathe State of Delaware, each as of a date that is no more than three within five (35) Business Days prior to days of the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission;; and (viii) a certified copy of the VCOC Letter AgreementCertificate of Incorporation, duly executed as certified by the Company; and Secretary of State of the State of Delaware, as of a date within ten (ix10) days of the Prior Notice Letter duly executed by the CompanyClosing Date. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (iiiv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iiiv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company Questionnaire in the form attached hereto as Exhibit H;C-1; and (ivvi) a fully completed and duly executed Support Agreement Stock Certificate Questionnaire in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇C-2.

Closing Deliveries. (a) On or prior to At the Closing, the Company (or the Key Employees if specified) shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):Investor: (i) one or more stock certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, instruments registered in the name of Purchaser or its nomineeInvestor and representing 5,000 shares of Series C Preferred Stock, which certificates bear the legend set forth in Section 5.8(a); (ii) a legal opinion the Series C Certificate of Company Counsel, dated as of the Closing Date and Designation in the form attached hereto as of Exhibit EA, duly executed by the Company, and evidence of filing of such counsel and addressed to PurchaserSeries C Certificate of Designation with the Secretary of State of the State of Delaware; (iii) the Registration Rights AgreementClass A Warrant in the form of Exhibit B-1, duly executed by the Company; (iv) a certificate the Class A Warrant in the form of the Secretary of Exhibit B-2, duly executed by the Company, which form of Class A Warrant shall be held in escrow by counsel to the Company pending the Class A Warrant Exchange; (v) the Class B Warrant in the form attached hereto as of Exhibit F (the “Secretary’s Certificate”)C, dated as of the Closing Date, (a) certifying the resolutions adopted duly executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) Registration Rights Agreement in the form attached hereto as of Exhibit GD, duly executed by the Company; (vivii) a Certificate the certificates referred to in Section 6.1(g) and 6.1(h) of Existence for this Agreement; (viii) good standing certificate of the Company from the Virginia State Corporation Commission and a Certificate dated within five (5) days of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viiiix) the VCOC Letter Agreement, Voting Agreement in the form of Exhibit E duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (iii) a fully completed ▇ and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (x) the Certificate of Amendment in the form of Exhibit H hereto; (xi) the Stock Option Plan in the form of Exhibit I hereto; (xii) the Waivers, in the form of Exhibit F-1 and Exhibit F-2, duly executed by the 10% Convertible Note Holder(s) and the holders of a majority of the Series A Preferred Stock; (xiii) the Key-Employee Employment Agreements referred to in Section 6.1(n), in the form of Exhibit G-1 through Exhibit G-3, duly executed by each of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, respectively. (xiv) a binder or certificate of insurance for term Key Employee Insurance in the total amount of $6,000,000 insuring the life of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and naming the Company and the 10% Convertible Note Holder(s) as beneficiaries, as their interests may appear (the “Key Man Insurance”); and (xv) the Lock Up Agreements duly executed by the Key Employees. (b) At the Closing, the Investor shall deliver to the Company: (i) the Purchase Price, payable in accordance with the provisions of Section 3.2(c) below; (ii) the certificate referred to in Section 6.2(e) of this Agreement; (iii) a certified copy of each of the Investor’s and the Investor’s Subsidiary’s certificate of incorporation, as amended; (iv) good standing certificates dated within five (5) days of the Closing Date of the Investor and the Investor Subsidiary; (v) the Registration Rights Agreement, in the form attached hereto as Exhibit D and made a part hereof, duly executed by the Investor; (vi) the Voting Agreement in the form of Exhibit E, duly executed by the Investor; (vii) the Investor Lock Up Agreement; and (viii) the Limited Recourse Note, marked “cancelled.”

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):, (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver have delivered, or cause to be delivered to the Company Company, the following (the “Purchaser Deliverables”):following: (i) its Subscription Amountthe cash portion of the Purchase Price, in U.S. dollars and by wire transfer in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer funds to the an account provided designated by the Company; (ii) a certificate representing the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇▇ Shares registered in the name of the Company; (iii) a fully completed certificate of an officer of Purchaser, in form and duly executed Accredited Investor Questionnaire, substance reasonably satisfactory to the Company in the form attached hereto as Exhibit Hand 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 fully executed Support Agreement in the form attached hereto as Exhibit I;certificate of an officer of Purchaser; and (v) the VCOC Letter Agreement, Stockholders' Agreement duly executed by Purchaser on or before the PurchaserClosing; and (vi) such other documents as the Prior Notice Letter 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) the License Agreement duly executed by ▇▇▇▇▇▇▇▇▇the Company on or before the Closing; (iv) resolutions of the Company's Board of Directors and complete and correct copies of the Company's certificate of incorporation and by-laws, including all amendments, modifications or supplements thereto, to evidence compliance with Section 6.2(iii), together with a certificate of an officer of the Company; and (v) the Stockholders' Agreement duly executed by the Company on or before the Closing; (vi) the Company Disclosure Schedule in form and substance reasonably satisfactory to Purchaser; and (vii) such other documents as Purchaser may reasonably request for the purpose of facilitating the consummation of the Transactions.

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) certificates this Agreement, duly executed by the Company; (ii) facsimile copies of one or book-entry shares more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or its nomineeas set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iiiii) a Warrant, executed by the Company and 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; (iv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit EDate, executed by such counsel and addressed to Purchaserthe Purchasers; (iii) the Registration Rights Agreement, duly executed by the Company; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F 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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Securities, (b) certifying the Articles current versions of Incorporation the certificate or articles of incorporation, as amended, and Bylaws by-laws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying Compliance Certificate referred to the fulfillment of the conditions specified in Sections 5.1(aSection 5.1(g), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vivii) a Certificate certificate evidencing the formation and good standing of Existence for the Company from the Virginia State Corporation Commission and a Certificate in its jurisdiction of Existence for the Bank from formation issued by the Secretary of State (or comparable office) of South Carolinasuch jurisdiction, each as of a date that is no more than three within five (35) Business Days prior to of the Closing Date; (viiviii) evidence 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 filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation CommissionClosing Date; (viiiix) a certified copy of the VCOC Letter AgreementCertificate of Incorporation, duly executed as certified by the CompanySecretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (ixx) the Prior Notice Letter duly a fully executed by the CompanyRegistration Rights Agreement. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (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 to the escrow account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company Company, and Stock Certificate Questionnaire in the form forms attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter AgreementExhibits B-1 and B-2 , duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇respectively.

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 Purchaser Reinsurer the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeAdministrative Services Agreement; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to PurchaserTransition Services Agreement; (iii) the Registration Rights Trademark License Agreement, duly executed by the Company; (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 certificate of a senior officer of Ceding Company, 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 8.2(a) have been satisfied; (viii) 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 F (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 by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions items specified in Section 8.2(e); and (xi) any other deliveries due at Closing as contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), . (b) certifying Upon the Articles of Incorporation terms and Bylaws of the Company in effect as of the Closing and (c) certifying as subject to the signatures conditions of this Agreement, in order to consummate the transactions contemplated in this Agreement, at the Closing, Reinsurer shall execute, or cause the applicable Person (other than Reinsurer) to execute, and authority of persons signing deliver to Ceding Company the Transaction Documents and related documents on behalf of following: (i) the CompanyAdministrative Services Agreement; (ii) the 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 3.4; (vii) a certificatecertificate 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 8.3(a) have been satisfied; and (viii) a certificate of the secretary or assistant secretary of Reinsurer, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying as to the fulfillment of the conditions items specified in Sections 5.1(aSection 8.3(c), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed any other deliveries due at Closing as contemplated by the Companythis Agreement. (bc) On or prior to At Closing, Ceding Company shall provide the Closing Datedocuments described in Section 8.2, Purchaser Reinsurer shall deliver or cause 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) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Reinsurer.

Closing Deliveries. (a) On or prior to At the Closing, NewCo and the Company shall issue, will deliver or cause to be delivered to the Purchaser the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing the issuance a certificate executed by a duly authorized officer of the number of shares of Common Stock and Series D Preferred Stock Company certifying that the conditions set forth on the signature page hereto to Purchaserin Sections 10.2(a), registered in the name of Purchaser or its nominee10.2(b) and 10.2(d) have been satisfied; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Beverage Base Supply Agreement, each duly executed by the Company; (iii) the Escrow Agreement, duly executed by NewCo; (iv) a certificate of each Commercial Agreement (other than the Secretary of New Company Distribution Agreements and the CompanyAcquired KO Brand Distribution Agreements, in each case not entered into at the form attached hereto as Exhibit F (the “Secretary’s Certificate”Closing), dated as of the Closing Dateduly executed by NewCo, (a) certifying the resolutions adopted by the Board of Directors of the Company and/or one or a duly authorized committee thereof approving the transactions contemplated by this Agreementmore of their Subsidiaries, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyapplicable; (v) a certificatecertificate evidencing the Shares, dated as or, at the option of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerPurchaser, certifying to the fulfillment book-entry confirmation of the conditions specified Shares, in Sections 5.1(a)each case, (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) registered in the form attached hereto as Exhibit G;name of the Purchaser; and (vi) a copy of the Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from Merger, certified by the Secretary of State of South Carolinathe State of Delaware, each as of a date that is no more than three (3) Business Days prior to evidencing the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanyMerger. (b) On At the Closing, the Purchaser and Parent or prior to the Closing Date, Purchaser shall their Subsidiaries will deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) its Subscription Amount, a certificate executed by a duly authorized officer of each of the Purchaser and Parent certifying that the conditions set forth in U.S. dollars Sections 10.3(a) and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company10.3(b) have been satisfied; (ii) the Registration Rights Escrow Agreement, duly executed by ▇▇▇▇▇▇▇▇▇Parent; (iii) a fully completed each Commercial Agreement (other than the New Company Distribution Agreements and the Acquired KO Brand Distribution Agreements, in each case not entered into at the Closing), duly executed Accredited Investor Questionnaireby Parent and/or one or more of its Subsidiaries, reasonably satisfactory to the Company in the form attached hereto as Exhibit Happlicable; (iv) a fully the Beverage Base Supply Agreement, each duly executed Support Agreement in the form attached hereto as Exhibit I;by Parent; and (v) an amount in cash equal to the VCOC Letter Agreement, duly executed Cash Purchase Price less the Escrow Amount by wire transfer of immediately available funds to an account specified by the Purchaser; andCompany to the Purchaser in writing at least two Business Days prior to the Closing. (vic) At the Prior Notice Letter duly executed Closing, the Purchaser will deliver or cause to be delivered to the Escrow Agent an amount in cash equal to the Escrow Amount and the Escrow Agent Fee, to be paid to the Escrow Agent by ▇▇▇▇▇▇▇▇▇wire transfer of immediately available funds to an account or accounts specified by the Escrow Agent prior to the Closing.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing this Agreement duly executed by the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeCompany; (ii) a legal opinion of Company CounselCounsel that the Shares, dated as of the Closing Date when sold and issued in the form attached hereto as Exhibit Eaccordance with this Agreement, executed by such counsel will be validly issued, fully paid, and addressed to Purchasernonassessable; (iii) a copy of the Registration Rights Agreementirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, duly executed on an expedited basis, a number of Shares, which shall be in either certificated or book-entry form, equal to such Purchaser’s Subscription Amount set forth in Schedule I hereto divided by the CompanyPer Share Purchase Price, registered in the name of such Purchaser; (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 F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvalsi), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing ii), and (civ) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanySection 2.3(b) have been satisfied; (v) a certificatecertificate of the Company’s Secretary certifying as to (A) the Company’s certificate 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 Delaware and any other jurisdiction in which the Company is qualified to do business, dated as of a recent date before the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G;Closing; and (vi) a Certificate of Existence for such other information, certificates and documents as the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanyPurchaser may reasonably request. (b) On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) its this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, as set forth in U.S. dollars and in immediately available fundsSchedule I hereto, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights specified in this Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (a) On or prior to At the Closing, Compost shall deliver to the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):Purchaser: (i) certificates or book-entry shares evidencing representing the issuance of Company Common Stock, duly endorsed for transfer to the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeaccompanied by duly executed assignment documents, which shall transfer to the Purchaser good and valid title to the Company Common Stock, free and clear of all liens, claims, restrictions and encumbrances of any nature whatsoever; (ii) a legal opinion evidence of Company Counselall consents, dated waivers and/or approvals in form reasonably acceptable to the Purchaser with respect to the transactions contemplated in this Agreement as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaserfurther described on Schedule 5.3; (iii) the Registration Rights Agreement, duly Limited Release of Claims Agreements executed by Compost, Wasteco Ventures Limited, a British Virgin Islands corporation ("Wasteco"), Wafra Acquisition Fund 7, L.P., executing such Limited Release solely to evidence its lack of objection to the Companyexecution of such document by Wasteco ("Wafra"), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ("Waxenbaum"), ▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") releasing the Company in the forms attached hereto as Exhibits C-1 through C-5; (iv) a certificate of the Secretary of the Companyall corporate, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”)accounting, 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, the other Transaction Documents business and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf tax records of the Company; (v) a certificatelegal opinion from ▇▇▇▇▇▇▇▇▇ Traurig, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officercounsel to Compost, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the a form attached hereto as Exhibit G;D. (vi) a Certificate Employment and Covenant Not to Compete Agreements between the Purchaser and each of Existence for the Company from the Virginia State Corporation Commission ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇ ▇▇▇▇▇▇▇▇▇;, attached as Exhibit E hereto; and (iiivii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory new real property lease with respect to the Company office property owned by an affiliate of ▇▇▇▇▇, and located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Denville, New Jersey 07834, in the form attached hereto as Exhibit F; (viii) Covenant Not to Compete Agreement between Compost and the Purchaser, in the form attached hereto as Exhibit G. (ix) Certificate of Incumbency of Compost; (x) Good Standing Certificate of the Company; (xi) Good Standing Certificate of Compost; and (xii) Earnout Agreement between Compost and the Purchaser in the form attached hereto as Exhibit H (the "Earnout Agreement"). (b) At the Closing, the Purchaser shall deliver the following to Compost: (i) $37,500,000 as adjusted by the Estimated Adjustment Amount set forth in Section 3.3; (ii) Employment and Covenant Not to Compete Agreements between the Purchaser and each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇, attached as Exhibit E; (iii) Earnout Agreement, attached as Exhibit H; (ivA) The Purchaser shall either provide documents confirming the removal of Compost from any and all personal guaranties and/or surety obligations listed on Schedule 3.4(b)(iv) or, alternatively, the Purchaser may provide an unsecured indemnity to Compost with respect to the Compost guaranties and surety obligations reasonably satisfactory to Compost and the Purchaser, and (B) the Purchaser shall either provide documents confirming the removal of ▇▇▇▇▇ from any and all personal guaranties and/or surety obligations listed on Schedule 3.4(b)(iv) or provide ▇▇▇▇▇ with a financial guaranty bond enforceable in the State of New Jersey from AIG or National Union (or another insurer acceptable to ▇▇▇▇▇ in his sole discretion) (the "Insurer") providing for payment directly to Safeco Insurance Company of the full amount of any such guaranty or surety obligation within 15 days after ▇▇▇▇▇ provides written notice to such Insurer that a formal demand has been made against ▇▇▇▇▇. The bond may provide that if the Insurer deems the claim unjustified, the Insurer may defend against such claim in the name and place of ▇▇▇▇▇ and shall indemnify and hold him harmless from any cost, expense (including but not limited to legal fees) or liability that may arise out of the failure to pay and any delay in payment; (v) a fully executed Support Agreement legal opinion of ▇▇▇▇▇ Liddell & ▇▇▇▇ LLP, counsel to the Purchaser, in the a form attached hereto as Exhibit I; (vvi) the VCOC Letter Agreement, duly executed by the Good Standing Certificate of Purchaser; and (vivii) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.Incumbency Certificate of Purchaser ARTICLE IV

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser Celgene the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing this Agreement, duly executed by the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeCompany; (ii) the Shares in book-entry form, free and clear of all restrictive and other legends (except as provided in Section 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 Esubstance reasonably satisfactory to Celgene, executed by such counsel and addressed to PurchaserCelgene; (iiiiv) the Registration Rights Agreement, duly executed by the Company; (ivv) a certificate of the Secretary or Assistant Secretary of the Company, in the form attached hereto as Exhibit F 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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Securities, (b) certifying the Articles current versions of Incorporation the certificate of incorporation, as amended, and Bylaws by-laws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GB; (vi) a Certificate certificate evidencing the formation and good standing of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from issued by the Secretary of State of South CarolinaDelaware, each as of a date that is no more than three within five (35) Business Days prior to of the Closing Date;; and (vii) evidence a certified copy of the filing and effectiveness articles of incorporation, as certified by the Secretary of State of Delaware as of a date within five (5) Business Days of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanyClosing Date. (b) On or prior to the Closing DateClosing, Purchaser Celgene shall deliver or cause to be delivered to the Company the following (the “Purchaser Celgene Deliverables”): (i) its Subscription Amountthis Agreement, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” duly executed by wire transfer to the account provided by the CompanyCelgene; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;Celgene; and (iii) a fully completed and lock-up agreement, duly executed Accredited Investor Questionnaireby Celgene, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.C.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser originally signed copies of the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing this Agreement, duly executed by the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeCompany; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iii) the ▇▇▇ Waiver, duly executed by the Company and the Existing Investors; (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 F Company (the “SecretaryOfficer’s Certificate”), dated as of the Closing Date, in substantially the form of Exhibit D, (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 and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the Articles current versions of Incorporation the Certificate of Incorporation, as amended, and Bylaws bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; , and (vd) a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying good standing certificates with respect to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolinathe State of Delaware, each dated as of a recent date that is no more than three (3) Business Days prior to before the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viiivi) the VCOC Letter Agreement, duly executed by the CompanyCompliance Certificate referred to in Section 5.1(g); and (ixvii) a legal opinion of Company Counsel, in the Prior Notice Letter duly form of Exhibit F hereto, executed by the CompanyCompany Counsel and delivered to the Purchaser. (b) On or prior to the Closing DateClosing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amountthis Agreement, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided duly executed by the CompanyPurchaser; (ii) the Registration Rights AgreementSubscription Amount, duly executed in United States dollars and in immediately available funds by ▇▇▇▇▇▇▇▇▇wire transfer to the Company’s account as previously provided to the Purchaser; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Rights Agreement, duly executed by the Purchaser; and (viiv) a Lock-Up Agreement, substantially in the Prior Notice Letter duly form of Exhibit G hereto (the “Lock-Up Agreement”) executed by ▇▇▇▇▇▇▇▇▇the Purchaser, and such Lock-Up Agreement shall be in full force and effect on the Closing Date.

Closing Deliveries. (a) On or prior to Except as otherwise indicated below, at the Closing, the Company Seller shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):to Buyer: (i) certificates or book-entry shares evidencing the issuance each of the number Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Seller or any of shares its Affiliates is a party, validly executed by a duly authorized officer of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser Seller or its nomineeapplicable Affiliate; (ii) a legal opinion of Company Counsel, dated as receipt acknowledging receipt of the Closing Date and Payment in the form attached hereto as Exhibit Esatisfaction of Buyer’s obligations pursuant to Section 2.3.1, validly executed by such counsel and addressed to Purchasera duly authorized representative of Seller; (iii) the Registration Rights Agreementtangible Purchased Assets; provided, duly executed by that (A) delivery shall, unless the CompanyParties otherwise mutually agree, be to the locations set forth in Schedule 2.4.2(a)(iii) and which may be delivered (1) [***] with respect to Sections 2.1.1(a) (Purchased Regulatory Approvals) and 2.1.1(b) (Purchased Regulatory Documentation), (2) [***] with respect to Section 2.1.1(d) (Purchased Intellectual Property) [***] under Section 2.1.1(c) and, (3) [***] and (B) Seller may retain copies of the Purchased Regulatory Documentation included within the Purchased Assets (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;Seller FDA Transfer Letter; and (v) a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanySeller Health Canada Transfer Letter. (b) On or prior to At the Closing DateClosing, Purchaser Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):to Seller: (i) each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its Subscription AmountAffiliates is a party, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” validly executed by wire transfer to the account provided by the Companya duly authorized officer of Buyer or its applicable Affiliate; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇Closing Payment in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment); (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H;Buyer FDA Transfer Letter; and (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I;Buyer Health Canada Transfer Letter. (vc) Buyer shall conduct a quality and completeness review of the VCOC Letter AgreementPurchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, duly executed within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the Purchaser; and completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the transfer of such Purchased Regulatory Documentation (viand not, for example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of Buyer’s notice of the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇same.

Closing Deliveries. (a) On or prior to At the Closing, the Sellers and the Company shall issue, deliver have delivered or cause to be delivered to Purchaser the following (the “Company Deliverables”):Issuer: (i) certificates or book-entry shares evidencing a share transfer form from each Seller as necessary to transfer title to the issuance of Shares owned by such Seller to the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserAcquisition Vehicle, registered in the name of Purchaser or its nomineeexecuted by such Seller; (ii) a legal opinion of Company Counselcertificate, dated as duly completed and executed pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Closing Date Treasury Regulations, issued by the Sellers certifying that the Shares are not United States real property interests (the “FIRPTA Certificate”); and (iii) the Shareholders’ Agreement in the form of Exhibit H (the “Stockholders’ Agreement”), executed by each Seller. (b) At the Closing, the Issuer has delivered or caused to be delivered to the Sellers or the Investor, as applicable: (i) an official, file-stamped copy of the Issuer Charter issued by the Secretary of State of Delaware and dated not more than one Business Day prior to the Effective Date; (ii) a “Certificate of Registration of a Company” issued by the Australian Securities and Investments Commission (“ASIC”) and a current and historical ASIC company extract (such extract to be dated no earlier than 2 days prior to the Effective Date), for each of the Intermediate Holding Company and the Acquisition Vehicle; (iii) the Stockholders’ Agreement executed by the Issuer and the Investor; (iv) the Seller Notes, each executed by the Acquisition Vehicle; (v) the Guaranty executed by the Issuer; (vi) the Pledge Agreement executed by the Acquisition Vehicle; (vii) the Promotion Agreement in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; I (iiithe “Promotion Agreement”) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents Issuer and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇; (iiiviii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory stock certificates evidencing the issuance by the Issuer to the Company in Sellers of the form attached hereto Common Stock Consideration as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaserset forth on Schedule 2.6(b)(viii); and (viix) stock certificates evidencing the Prior Notice Letter duly executed issuance by ▇▇▇▇▇▇▇▇▇the Issuer to the Investor of the Initial Minority Shares.

Closing Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) On or prior to the Closing, the The Company shall issuedeliver, deliver or cause to be delivered delivered, to Purchaser the following (the “Company Deliverables”):Emdeon Entities: (i) certificates or book-entry shares evidencing the issuance Certificate of Merger, executed by the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeCompany; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and subscription agreements in the form attached hereto as Exhibit EB (the “Subscription Agreement”), executed by the Company Member Equity Recipients, along with, in the case of any Company Member Equity Recipient who is an individual and is married (unless such counsel and addressed to Purchaserindividual does not reside in Texas or another community property state), the spouse of such Company Member Equity Recipient; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, an escrow agreement in the form attached hereto as Exhibit F C (the “Secretary’s CertificateEscrow Agreement”), dated as of executed by the Closing Date, Members’ Representative and the escrow agent set forth therein; (iv) (a) certifying restrictive covenant agreements in the resolutions adopted form attached hereto as Exhibit D-1, executed by the Board of Directors each of the Company or a duly authorized committee thereof approving the transactions contemplated by this AgreementPrincipal Members (other than National Health Systems and ▇▇▇ ▇▇▇▇, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvalsSr.), and (b) certifying a restrictive covenant agreement in the Articles of Incorporation form attached hereto as Exhibit D-2, executed by National Health Systems and Bylaws of ▇▇▇ ▇▇▇▇, Sr. (such agreements, collectively, the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company“Restrictive Covenant Agreements”); (v) a certificatesignature page to the Fifth Amended and Restated Limited Liability Company Agreement of EBS Master in the form attached hereto as Exhibit E (the “EBS Master LLC Agreement”), dated executed by each of the Company Member Equity Recipients, along with, in the case of any Company Member Equity Recipient who is an individual and is married (unless such individual does not reside in Texas or another community property state), the spouse of such Company Member Equity Recipient; (vi) the Second Amended and Restated Technology Agreement by and between the Company, Envoy, PDX, Inc., PCI Professional Systems, Inc., and Freedom Data Systems, Inc. in the form attached hereto as Exhibit F, entered into by each of the parties thereto; (vii) (a) an employment agreement between Emdeon Business Services LLC and ▇▇▇▇ ▇▇▇▇ in the form attached as Exhibit G-1 (the “▇▇▇▇ ▇▇▇▇ Employment Agreement”), executed by ▇▇▇▇ ▇▇▇▇, and (b) an employment and consulting agreement between Emdeon Business Services LLC and ▇▇▇▇▇▇ ▇▇▇▇ in the form attached as Exhibit G-2 (the “▇▇▇▇▇▇ ▇▇▇▇ Employment and Consulting Agreement”), executed by ▇▇▇▇▇▇ ▇▇▇▇; (viii) (A) a statement in accordance with Treasury Regulation Section 1.1445-11T(d)(2)(i) issued by the Company as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officeran officer of the Company under penalties of perjury and duly authorized by the Company’s Board of Managers, certifying to the fulfillment that fifty percent (50%) or more of the conditions specified in Sections 5.1(a)value of the gross assets of the Company does not consist of U.S. real property interests, or that ninety percent (b), (d), (f), (g), (h), (i), (n), (o90%) (p) or more of the value of the gross assets of the Company does not consist of U.S. real property interests plus cash or cash equivalents; and (vB) in the form attached hereto as Exhibit Gif applicable, any certificate, affidavit or other documentation required to establish that no withholding is required under applicable state, local and foreign Tax laws; (viix) a Certificate copy of Existence for the resolutions of the Board of Managers of the Company from (the Virginia State Corporation Commission “Board of Managers”) providing for (i) the termination of the Current Option Plan, and a Certificate (ii) the settlement and cancellation of Existence for all Current Plan Options in accordance with Section 2.6(b); (A) the Bank from articles of organization (or similar organizational documents) of the Company and each of its Subsidiaries (other than eRx Network Canada, Inc.), each certified by the Secretary of State (or similar authority) of South Carolina, the applicable jurisdiction of organization of each such entity as of a date that is no more than three within ten (310) Business Days prior to the Closing Date, and a notarized copy of the articles of organization of eRx Network Canada, Inc. from ▇▇▇ ▇▇▇▇▇▇, the solicitor of eRx Network Canada, Inc., and (B) a certificate of good standing (or similar certification) for the Company and each of its Subsidiaries, from the applicable jurisdiction of organization of each such entity, each dated within ten (10) Business Days prior to the Closing Date; (viixi) evidence a certificate of the Secretary of the Company (A) certifying, as complete and accurate as of the Closing, attached copies of the operating agreement of the Company, (B) certifying and attaching all requisite resolutions or actions of the Company Members approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and (C) certifying to the incumbency of the officers and managers of the Company executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; (xii) consents with respect to the Company Contracts listed on Annex D attached hereto; (xiii) resignations effective as of the Effective Time of each of the members of the board of managers and/or board of directors of the Company and its Subsidiaries set forth on Annex E, executed by such individuals; (xiv) a pay-off letter executed by JPMorgan Chase Bank, NA providing for, at Closing, the termination of the Company Credit Facility, and the termination of all security interests under the Company Credit Facility with respect to the assets of the Company and its Subsidiaries (including the authorization of the filing of all necessary UCC-1 termination statements and effectiveness of the Series D Articles of Amendment other necessary documentation in connection with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Companytermination of such security interests); and (ixxv) a funds flow statement in form mutually acceptable to the Prior Notice Letter duly Emdeon Entities and the Company (the “Funds Flow Statement”), executed by the Company. (b) On The Emdeon Entities shall deliver, or prior caused to be delivered, to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Members’ Representative: (i) its Subscription Amountthe Certificate of Merger, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” executed by wire transfer to the account provided by the CompanyMerger Sub; (ii) the Registration Rights AgreementClosing Cash Consideration required to be paid at Closing, duly executed by ▇▇▇▇▇▇▇▇▇payable as provided in Section 2.2(d) below; (iii) a fully completed and duly the Subscription Agreements, executed Accredited Investor Questionnaire, reasonably satisfactory to by the Company in the form attached hereto as Exhibit HEmdeon Entities; (iv) a fully the Escrow Agreement, executed Support Agreement in by the form attached hereto as Exhibit IEmdeon Entities, together with the delivery of the Escrowed Consideration to the escrow agent thereunder (the “Escrow Agent”); (v) the VCOC Letter AgreementRestrictive Covenant Agreements, duly executed by the Purchaser; andEmdeon Entities; (vi) the Prior Notice Letter duly EBS Master LLC Agreement, executed by EBS Master and each of the members of EBS Master; (vii) the ▇▇▇▇ ▇▇▇▇ Employment Agreement, executed by Emdeon Business Services LLC, and the ▇▇▇▇▇▇ ▇▇▇▇▇ Employment and Consulting Agreement, executed by Emdeon Business Services LLC; (viii) (A) the certificate of formation of EBS Master and Envoy and the articles of organization of Merger Sub, each certified by the Secretary of State (or similar authority) of the applicable jurisdiction of organization of each such Emdeon Entity as of a date within ten (10) Business Days of the Closing Date, and (B) certificates of good standing (or similar certification) of each Emdeon Entity from the jurisdiction of organization of each such Emdeon Entity, each dated within ten (10) Business Days prior to the Closing Date; (ix) a certificate of the Secretary of Envoy, EBS Master and Merger Sub (A) certifying, as complete and accurate as of the Closing, attached copies of the limited liability company agreement of Envoy, EBS Master and Merger Sub, (B) certifying and attaching all requisite resolutions or actions of EBS Master’s board of directors, acting on behalf of EBS Master, Envoy and Merger Sub, approving the execution and delivery of this Agreement by Envoy, EBS Master and Merger Sub and the consummation of the transactions contemplated hereby, and (C) certifying to the incumbency of the officers of Envoy, EBS Master and Merger Sub executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; and (x) the Funds Flow Statement, executed by the Emdeon Entities.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser each Investor that is purchasing Company Shares the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing the issuance of the a stock certificate representing such number of shares Company Shares equal to the portion of Common Stock and Series D Preferred Stock set forth on such Investor’s Investment Amount invested at the signature page hereto to PurchaserClosing divided by the Per Share Purchase Price, registered in the name of Purchaser or its nomineesuch Investor; (ii) a legal opinion certificate evidencing the formation and good standing of the Company Counseland Old HW, issued by the Secretary of State of the State of Delaware, each as of a date within ten (10) days of the Closing Date; (iii) a certified copy of (i) the Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) and (ii) the Certificate of Incorporation, as amended, of Old HW, each as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) days of the Closing Date; (iv) a certificate, executed by the Secretary of the Company and dated as of the Closing Date Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company’s board of directors in a form reasonably acceptable to such Investor, (ii) the Certificate of Incorporation and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Bylaws, each as in effect at the Closing; (v) the Investors’ Rights AgreementAgreement and any other Transaction Documents which the Company is required to execute hereunder, duly executed by the Company; (ivvi) a certificate the legal opinion of the Secretary of the Company, Company Counsel in substantially the form attached hereto as Exhibit F previously provided to the Investors, addressed to the Investor; (vii) the “Secretary’s Certificate”), dated as certificates set forth in Section 5.1 of the Closing Date, this Agreement; and (aviii) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving such other documents relating to the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect Agreement as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer such Investor or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Companycounsel may reasonably request. (b) On or prior to At the Closing DateClosing, Purchaser each Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) the portion of its Subscription AmountInvestment Amount invested at the Closing, in U.S. dollars and in immediately available fundsUnited States dollars, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer of immediately available funds to the an account provided designated in writing by the Company;Company for such purpose attached hereto at Exhibit C. (ii) the Registration Investors’ Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇such Investor.

Closing Deliveries. At Closing, the Parties shall make the following deliveries: (a) On or prior SolarMax shall make the following deliveries to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):CZH Holders: (i) 95% of the Cash Consideration; (ii) certificates or book-entry shares evidencing representing the SolarMax Shares, with certificates being issued in the amounts deliverable with respect to the First, Second and Third Milestones; (iii) resolutions of its board of directors relating to authorization of this Agreement, and the issuance of the number SolarMax Shares, certified by an officer of shares SolarMax; and (iv) a good standing certificate from the Secretary of Common Stock and Series D Preferred Stock set forth on State of the signature page hereto State of Nevada as to Purchaser, the good standing of SolarMax. (b) SolarMax shall pay 5% of the Cash Consideration to the CZH Transferors. (c) The CZH Holders shall deliver the following documents to SolarMax: (i) an acknowledgement by the Company that (x) the Company Interests have been registered in the name of Purchaser or its nomineethe SolarMax China, (y) SolarMax China is the sole owner of 100% of the share interests in the Company, representing 100% of the equity interest in the Company, subject to no Encumbrance reflected on the books and records of the Company, and (z) the Company’s registered capital correctly reflects the capital of the Company at the Closing Date; (ii) a legal opinion of Company Counsel, dated document from the applicable Government Entity as to the continued existence of the Closing Date and in Company as a limited company organized under the form attached hereto as Exhibit E, executed by such counsel and addressed to PurchaserLaws of the PRC; (iii) a copy of the Registration Rights Agreement, duly executed Company’s organizational document certified by the Companyapplicable Government Entity; (iv) a certificate transfer and cancelation instrument signed by each CZH Holder, covering any the SolarMax Shares with respect to which one or more of the Secretary of the CompanyMilestones shall not have been met, in substantially the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyF; (v) a certificate, dated as evidence of the Closing Date and signed payment of all Taxes due by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days periods prior to the Closing Date; (viivi) evidence the written legal opinion of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by PRC counsel for the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior , addressed to SolarMax and SolarMax China and dated as of the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Companyform set forth in Exhibit E; (iivii) board resolutions covering the Registration Rights execution of this Agreement and the transactions contemplated by this Agreement, duly executed certified by ▇▇▇▇▇▇▇▇▇an officer of such CZH Holder; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver (or cause to be delivered delivered) to Purchaser the following (the “Company Deliverables”):each Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (i) certificates or book-entry shares evidencing the issuance a copy of the number Register of shares Members of Common Stock and Series D Preferred Stock set forth on the signature page hereto Company, duly certified by the registered agent of the Company, updated to Purchaser, registered in reflect the name subscription of Purchaser or its nomineethe Subscription Shares by each of the Investors; (ii) a legal opinion copy of Company Counselduly executed share certificate issued in the name of such Investor representing the Subscription Shares being issued to the Investor at the Closing, dated as with the original (duly executed for and on behalf of the Closing Date Company) to be delivered to the Investors within ten (10) Business Days after the Closing; (iii) a copy of the Register of Directors of the Company evidencing the appointment of the Investor Director; (iv) a copy of the Memorandum and Articles duly adopted by the Company’s Board and shareholders in the form attached hereto as Exhibit EA, executed by with evidence of the filing of such counsel adopted Memorandum and addressed Articles with the Registrar of Companies in the Cayman Islands to Purchaserbe delivered to the Investors within ten (10) Business Days after the Closing; (iiiv) a copy of the Registration Investors’ Rights Agreement, Agreement duly executed by the Company; (iv) a certificate of , the Secretary of Founder Parties and the Company, Angel Investor Parties in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GC; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence copy of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, Director Indemnification Agreement duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H;D; and (ivvii) a fully certificate duly executed Support by one director of the Company (a) stating that the conditions specified in Section 5 have been fulfilled as of the Closing and (b) attaching thereto copies of all resolutions that shall approve the transactions contemplated under the Transaction Documents, including without limitation, (i) the adoption of the Memorandum and Articles in the form attached hereto as Exhibit A, (ii) the adoption of the Investors’ Rights Agreement in the form attached hereto as Exhibit I; C, and (viii) the VCOC Letter Agreement, duly executed by adoption of the Purchaser; and (vi) Director Indemnification Agreement in the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.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 the following (the “Company Deliverables”): (i) certificates this Agreement, duly executed by the Company; (ii) facsimile copies of one or book-entry shares more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or its nomineeas set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent within three (3) Business Days of Closing; (iiiii) a Warrant to purchase the number of Warrant Shares set forth below such Purchaser’s name on the signature page of this Agreement, duly executed by the Company; (iv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit ED, executed by such counsel and addressed to Purchaserthe Purchasers; (iiiv) the Registration Rights Agreement, duly executed by the Company; (ivvi) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F Company (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (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 and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Securities, (b) certifying the Articles of Incorporation and Bylaws current versions of the Company in effect as certificate of incorporation and by-laws of the Closing Company, each as amended, 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GF; (viviii) the Compliance Certificate referred to in Section 5.1(g); (ix) a Certificate certificate evidencing the formation and good standing of Existence for the Company from the Virginia State Corporation Commission and a Certificate in its jurisdiction of Existence for the Bank from formation issued by the Secretary of State (or comparable office) of South Carolinasuch jurisdiction, each as of a date that is no more than three within five (35) Business Days prior to of the Closing Date; (viix) evidence a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of the filing and effectiveness State of California, as of a date within ten (10) Business Days of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the CompanyClosing Date; and (ixxi) a certified copy of the Prior Notice Letter duly executed certificate of incorporation, as certified by the Secretary of State of the State (or comparable office) of the Company’s jurisdiction of formation, as of a date within ten (10) Business Days of the Closing Date. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (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 to the escrow account provided by set forth on Exhibit H attached hereto or to the Companyaccount of the Company pursuant to Section 2.1(c); (iiiii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇such Purchaser; (iiiiv) 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, reasonably satisfactory to the Company Company, and Stock Certificate Questionnaire in the form forms attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter AgreementExhibits B-1 and B-2, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇respectively.

Closing Deliveries. At the Closing: (a) On or prior Mestek will deliver to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):Buyer: (i) certificates Certificates representing the eight hundred twenty (820) or book-entry shares evidencing nine hundred twenty (920), as the issuance case shall be, Shares of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserCompany, registered duly endorsed in the name of Purchaser blank (or its nomineeaccompanied by duly executed stock powers in blank); (ii) a legal An opinion of Company Counsel▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Companyfor Mestek, in the form attached hereto as Exhibit F 2.4(a)(iii); (the “Secretary’s Certificate”)iii) The Company's corporate minute book, dated as seals and stock ledgers; (iv) Resignations of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors all officers and directors of the Company or a duly authorized committee thereof approving other than those designated in writing by Buyer; (v) Compliance certificate of an officer of Mestek as to the fulfillment of the conditions set forth in Section 6.1; (vi) Resolutions of Mestek certified by its Secretary authorizing the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, the other Transaction Documents and the issuance hereby; (vii) Copies of the PreCompany's certificate of incorporation and all amendments thereto and by-Amendment Shares and laws, as certified by the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf Secretary of the Company; (vviii) a certificate, dated Release of the Company's obligations with regard to all Debt as of the Closing Date and signed all payables to members of the Mestek Affiliated Group; and (ix) Satisfaction of all mortgages on the Company's Real Property and a release of all liens, pledges and security interests on the Company's assets except with respect to operating leases. (b) [Intentionally Omitted]. (c) Buyer will deliver: (i) the Purchase Price (less any amount paid to Mestek by its Chief Executive Officer the Escrow Agent) by wire transfer of immediately available funds or its Chief Financial Officersimilar means, certifying to the fulfillment account(s) specified by Mestek; (ii) The opinion of the conditions specified in Sections 5.1(a)▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, (b)counsel for Buyer, (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount2.4(c)(ii)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory Compliance certificate of an officer of Buyer as to the Company fulfillment of the conditions set forth in the form attached hereto as Exhibit H;Section 6.2; and (iv) a fully executed Support Resolutions of Buyer certified by its Secretary authorizing the execution, delivery and performance of this Agreement in and the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇transactions contemplated hereby.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser each Investor that is purchasing Company Shares the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing the issuance of the a stock certificate representing such number of Company Shares equal to the portion of such Investor’s Investment Amount invested at the Closing divided by the Per Share Purchase Price, registered in the name of such Investor; (ii) Warrants representing the right to purchase up to 270,000 shares of Common Stock Stock, registered in the name of such Investor and Series D Preferred Stock in the amounts set forth on the signature page hereto to Purchaserhereto, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights AgreementB, duly executed by the Company; (iii) a certificate evidencing the formation and good standing of the Company and Old HW, issued by the Secretary of State of the State of Delaware, each as of a date within ten (10) days of the Closing Date; (iv) a certificate certified copy of (i) the Secretary Certificate of Incorporation, as amended, of the Company, in including the form attached hereto as Exhibit F Certificate of Designation (collectively, the “Secretary’s CertificateCertificate of Incorporation”)) and (ii) the Certificate of Incorporation, dated as amended, of Old HW, certified by the Secretary of State of the State of Delaware as of a date within ten (10) days 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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, executed by the Secretary of the Company and dated as of the Closing Date and signed Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by its Chief Executive Officer or its Chief Financial Officer, certifying the Company’s board of directors in a form reasonably acceptable to the fulfillment of the conditions specified in Sections 5.1(a)such Investor, (b), (d), (f), (g), (h), (i), (n), (oii) (p) the Certificate of Incorporation and (viii) the Bylaws, each as in effect at the form attached hereto as Exhibit GClosing; (vi) a Certificate of Existence for the Investors’ Rights Agreement Amendment and any other Transaction Documents which the Company from is required to execute hereunder, duly executed by the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing DateCompany; (vii) evidence the legal opinion of Company Counsel in substantially the filing and effectiveness of form previously provided to the Series D Articles of Amendment with Investors, addressed to the Virginia State Corporation CommissionInvestor; (viii) the VCOC Letter certificates set forth in Section 5.1 of this Agreement, duly executed by the Company; and (ix) such other documents relating to the Prior Notice Letter duly executed transactions contemplated by the Companythis Agreement as such Investor or its counsel may reasonably request. (b) On or prior to At the Closing DateClosing, Purchaser each Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) the portion of its Subscription AmountInvestment Amount invested at the Closing, in U.S. dollars and in immediately available fundsUnited States dollars, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer of immediately available funds to the an account provided designated in writing by the Company;Company for such purpose attached hereto at Exhibit C; and (ii) the Registration Investors’ Rights AgreementAgreement Amendment, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnairesuch Investor, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.D.

Closing Deliveries. (a) On or At least two (2) Business Days prior to the Closing, the Company Newhall Companies shall issuedeliver, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):delivered: (i) certificates or book-entry shares evidencing to UST Lennar, a Hunters Point Assignment, duly executed by the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeOperating Company; (ii) a legal opinion to each of Company CounselLenFive, dated as of the Closing Date FPC-HF and in the form attached hereto as Exhibit EFPHF, an El Toro Assignment, duly executed by such counsel and addressed to Purchaserthe Operating Company; (iii) to the Operating Company, an El Toro Assignment, duly executed by FPHF; (iv) to each of the Five Point Investors and the Company, a Five Point Assignment, duly executed by the Operating Company; (v) to the Operating Company, a Five Point Assignment, duly executed by the Company; (vi) to each of Lennar CA, ▇▇. ▇▇▇▇▇▇, Five Point Inc. and Five Point LP, a Newhall Land Assignment, duly executed by the Operating Company; (vii) to each of the Hunters Point Investors, the Hunters Point LLC Agreement, duly executed by the Operating Company, as manager; (viii) to each of the El Toro Investors and the El Toro Partners, the El Toro LLC Agreement, duly executed by FPHF, as administrative member; (ix) to each of LenFive, FPC-HF, UST Lennar and the Five Point Investors, the Operating Company LLC Agreement, duly executed by the Company, as manager; (x) to each of the Investors and the other parties named therein, the Registration Rights Agreement, duly executed by the Company; (ivxi) a certificate to each of the Secretary of Investors and the Companyother parties named therein, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”)Tax Receivable Agreement, dated as of the Closing Date, (a) certifying the resolutions adopted duly executed by the Board of Directors each of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Operating Company; (vxii) a certificateto the Five Point Investors, dated as the Five Point LP Agreement, duly executed by each of the Closing Date Operating Company and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GFive Point Inc.; (vixiii) a Certificate to FPC-HF, an FPC-HF Assignment, duly executed by the Operating Company; (xiv) to Lennar CA, the Transition Services Agreement, duly executed by the Operating Company; and (xv) to each of Existence for the Company from El Toro Owner and Five Point Inc., the Virginia State Corporation Commission Amended and a Certificate of Existence for Restated El Toro DMA, duly executed by the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three Operating Company. (3b) At least two (2) Business Days prior to the Closing DateClosing, each of the Hunters Point Investors shall deliver, or cause to be delivered: (i) to the Operating Company, a Hunters Point Assignment, duly executed by such Investor (only in the case of UST Lennar); (viiii) evidence of to the filing Newhall Companies and effectiveness of the Series D Articles of Amendment with Five Point Investors, the Virginia State Corporation Commission; (viii) the VCOC Letter Operating Company LLC Agreement, duly executed by the Company; and such Investor (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, only in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amountcase of UST Lennar)” by wire transfer to the account provided by the Company; (iiiii) to the Company, the Registration Rights Agreement, duly executed by such Investor; (iv) to the Company, the Tax Receivable Agreement, duly executed by such Investor; and (v) to the Operating Company, a Non-Foreign Affidavit, duly executed by such Investor (only in the case of UST Lennar). (c) At least two (2) Business Days prior to the Closing, each of the El Toro Investors and the El Toro Partners shall deliver, or cause to be delivered: (i) to the Operating Company, an El Toro Assignment, duly executed by such Investor (only in the case of LenFive and FPC-HF); (ii) to FPHF, the El Toro LLC Agreement, duly executed by such Person; (iii) to the Company, the Registration Rights Agreement, duly executed by such Investor (only in the case of LenFive and FPC-HF); (iv) to the Company, the Tax Receivable Agreement, duly executed by such Investor (only in the case of LenFive and FPC-HF); (v) to the Operating Company, a Non-Foreign Affidavit, duly executed by such Investor (only in the case of LenFive and FPC-HF); (vi) to each of the Operating Company and Five Point LP, FPC-HF Assignments, each duly executed by FPC-HF; and (vii) to each of Five Point Inc. and the Operating Company, the Amended and Restated El Toro DMA, duly executed by the El Toro Owner. (d) At least two (2) Business Days prior to the Closing, each of the Five Point Investors shall deliver, or cause to be delivered: (i) to the Operating Company, a Five Point Assignment, duly executed by such Investor (or its wholly owned subsidiary or entity); (ii) to the Company, a Five Point Assignment, duly executed by ▇▇. ▇▇▇▇▇▇▇▇▇▇ (or his wholly owned entity); (iii) a fully completed to the Newhall Companies, LenFive, FPC-HF and UST Lennar, the Operating Company LLC Agreement, duly executed Accredited by such Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H(or its wholly owned subsidiary or entity); (iv) a fully to the Company, the Registration Rights Agreement, duly executed Support Agreement in the form attached hereto as Exhibit Iby such Investor (or its wholly owned subsidiary or entity); (v) to the VCOC Letter Company, the Tax Receivable Agreement, duly executed by such Investor (or its wholly owned subsidiary or entity); (vi) to the PurchaserOperating Company, a Newhall Land Assignment, duly executed by such Investor (or its wholly owned subsidiary or entity); (vii) to the Operating Company and Five Point Inc., the Five Point LP Agreement, duly executed by such Investor (or its wholly owned subsidiary or entity); (viii) to the Operating Company, a Non-Foreign Affidavit, duly executed by such Investor (or its wholly owned subsidiary or entity); (ix) to FPC-HF, an FPC-HF Assignment, duly executed by Five Point LP; and (vix) to the Prior Notice Letter Operating Company, the Transition Services Agreement, duly executed by ▇▇▇▇▇▇▇▇▇such Investor (only in the case of Lennar CA). (e) At least two (2) Business Days prior to the Closing, Five Point Inc. shall deliver, or cause to be delivered, (i) to the El Toro Owner, the Amended and Restated El Toro DMA, duly executed by Five Point Inc., (ii) to the Operating Company, a Newhall Land Assignment, duly executed by Five Point Inc., (iii) to the Operating Company, a Newhall Land Assignment, duly executed by Five Point LP, and (iv) to Five Point LP, a Newhall Land Assignment, duly executed by each of Five Point Inc. and Five Point LP.

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) certificates this Agreement, duly executed by the Company; (ii) facsimile copies of one or book-entry shares more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or its nomineeas set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”), with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iiiii) a Warrant, executed by the Company and 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 fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser, rounded up to the nearest whole share, on the terms set forth therein; (iv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit EDate, executed by such counsel and addressed to Purchaserthe Purchasers; (iii) the Registration Rights Agreement, duly executed by the Company; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F 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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Securities, (b) certifying the Articles current versions of Incorporation the certificate or articles of incorporation, as amended, and Bylaws by-laws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying Compliance Certificate referred to the fulfillment of the conditions specified in Sections 5.1(aSection 5.1(g), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vivii) a Certificate certificate evidencing the formation and good standing of Existence for the Company from the Virginia State Corporation Commission and a Certificate in its jurisdiction of Existence for the Bank from formation issued by the Secretary of State (or comparable office) of South Carolinasuch jurisdiction, each as of a date that is no more than three within five (35) Business Days prior to of the Closing Date; (viiviii) evidence 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 filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation CommissionClosing Date; (viiiix) a certified copy of the VCOC Letter AgreementCertificate of Incorporation, duly executed as certified by the CompanySecretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (ixx) the Prior Notice Letter duly a fully executed by the CompanyRegistration Rights Agreement. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (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 to the escrow account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company Company, and Stock Certificate Questionnaire in the form forms attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter AgreementExhibits B-1 and B-2 , duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇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) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit EA, executed by such counsel and addressed to PurchaserPurchaser and the Placement Agent; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of an officer of the Company, in the form attached hereto as Exhibit F B (the “SecretaryOfficer’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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viv) a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (e), (f), (g), (h), (i), (n), (o) (p) and (vj) in the form attached hereto as Exhibit GC; (viv) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date;; and (viivi) evidence of only if Purchaser will be a Qualifying Purchaser immediately following the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) Closing, the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H;D; and (iviii) only if Purchaser will be a fully executed Support Agreement in Qualifying Purchaser immediately following the form attached hereto as Exhibit I; (v) Closing, the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (a) On or prior to At the Closing, the Company Buyer shall issuedeliver, deliver or cause to be delivered delivered, to Purchaser HD Supply (or one or more other Sellers designated by HD Supply) the following (the “Company Deliverables”):following: (i) certificates payment, by wire transfer(s) to one or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto more bank accounts designated in writing by HD Supply (such designation to Purchaser, registered in the name of Purchaser or its nominee; be made by HD Supply at least two (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (32) Business Days prior to the Closing Date; (vii) evidence ), of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior an amount in immediately available Dollars equal to the Closing DatePurchase Price, Purchaser shall deliver less any deduction, exception, set off or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto withholding required under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Companyapplicable Law; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇certificate to be delivered pursuant to Section 7.3(c); (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to counterpart of the Company Transition Services Agreement substantially in the form attached hereto as Exhibit H2.8(a)(iii) hereto (the “Transition Services Agreement”), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer); and (iv) a counterpart of (A) the Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the Purchased Assets and the Assumed Liabilities, substantially in the form attached as Exhibit 2.8(a)(iv)(A) (the “Assignment Agreement and ▇▇▇▇ of Sale”), and (B) the General Conveyance and Assumption of Liabilities Agreement (for the Purchased Assets and the Assumed Liabilities located in Canada), substantially in the form attached as Exhibit 2.8(a)(iv)(B) (the “General Conveyance and Assumption of Liabilities Agreement”), each by and between the applicable Seller and Buyer (or one or more Affiliates of Buyer designated by Buyer), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer). (b) At the Closing, HD Supply shall deliver, or cause to be delivered, to Buyer the following: (i) the certificate to be delivered pursuant to Section 7.2(c); (ii) a counterpart of the Transition Services Agreement duly executed by each Seller named as a party thereto; (iii) certificates evidencing the Purchased Company Equity Interests, to the extent applicable, duly endorsed in blank or with stock or transfer powers duly executed in proper form for transfer, or other appropriate instrument of assignment and transfer; (iv) a fully counterpart of (A) the Assignment Agreement and ▇▇▇▇ of Sale and (B) the General Conveyance and Assumption of Liabilities Agreement, duly executed Support Agreement in by each Seller named as a party thereto, together with such other deeds of conveyance, bills of sale and other instruments as may be reasonably required by the form attached hereto as Exhibit IBuyer to complete the transfer of the Purchased Assets and the Assumed Liabilities; (v) a release, in a form mutually agreed upon by Buyer and Sellers, executed by Bank of America, N.A. (“BoA”) as administrative agent and collateral agent under the VCOC Letter Credit Agreement, duly dated as of April 12, 2012, by and among HD Supply, BoA and the lenders from time parties thereto, with respect to the guarantee obligations thereunder of the Purchased Companies and their Subsidiaries; (vi) a release, in a form mutually agreed upon by Buyer and Sellers, executed by General Electric Capital Corporation (“GECC”), as administrative agent and U.S. ABL collateral agent, and GE Canada Finance Holdings Company (“GECF”), as Canadian agent and Canadian collateral agent, under the PurchaserABL Credit Agreement, dated as of April 12, 2012, by and among HD Supply, HD Supply Canada, Inc., GECC, GECF and the lenders from time to time parties thereto, with respect to the guarantee obligations thereunder of the Purchased Companies and their Subsidiaries; (vii) special warranty deeds, or comparable instruments of transfer and assignment, with respect to the Owned Real Property that is not currently owned by a Purchased Company or a Subsidiary of a Purchased Company transferring title to such Owned Real Property into a Purchased Company or a Subsidiary of a Purchased Company; (viii) a lease assignment, sublease or comparable or necessary instruments of transfer and assignment and to the extent applicable, in a form acceptable for recording in the local land records office, with respect to the Transferred Leased Property that is not currently leased by a Purchased Company or a Subsidiary of a Purchased Company; (ix) all appropriate releases and discharges releasing and terminating (i) Liens relating to the mortgage listed on Section 2.8(b)(ix) of the Seller Disclosure Schedules and (ii) any and all Liens on the Purchased Company Equity Interests or Purchased Assets which are in favor of Wilmington Trust, National Association; and (vix) the Prior Notice Letter a duly executed certificate of non-foreign status from each Seller (or, if a Seller is disregarded as an entity separate from its owner for U.S. federal tax purposes, from such Seller’s owner), substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, that if a Seller fails to deliver such certificate, Buyer shall be permitted to withhold from the consideration payable pursuant to this Agreement to such Seller any amount required by ▇▇▇▇▇▇▇▇▇Section 1445 of the Code.

Closing Deliveries. (a) On or prior to At the Closing, the Company SPAC shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):delivered: (i) certificates to the Company and Pubco, a certificate, dated the Closing Date, signed by an executive officer or book-entry shares evidencing director of SPAC in such capacity, certifying as to the issuance satisfaction of the number of shares of Common Stock conditions specified in Sections 8.2(a), 8.2(b) and Series D Preferred Stock set forth on the signature page hereto 8.2(c) with respect to Purchaser, registered in the name of Purchaser or its nomineeSPAC; (ii) to the Company and Pubco, a legal opinion certificate from its secretary, assistant secretary, director or other executive officer certifying as to, and attaching, (A) copies of Company Counsel, dated the SPAC Memorandum and Articles as in effect as of the Closing Date (immediately prior to the Conversion), (B) the resolutions of the SPAC Board authorizing and in approving the form attached hereto as Exhibit Eexecution, executed delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by such counsel which it is bound, and addressed the consummation of the Transactions contemplated hereby and thereby, (C) evidence that the Required Shareholder Approval has been obtained and (D) the incumbency of directors and officers authorized to Purchaserexecute this Agreement or any Ancillary Document to which SPAC is or is required to be a party or otherwise bound; (iii) to the Registration Rights AgreementCompany, duly executed (1) a copy of the certificate of de-registration issued by the CompanyCayman Registrar in relation to the Conversion and (2) a time-stamped copy of the certificate issued by the Delaware Secretary of State in relation to the Conversion; (iv) a certificate copy of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted Insider Letter Amendment duly executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents SPAC and Sponsor and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyInsiders; (v) a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company and Pubco, a copy of the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, Sponsor Letter Agreement duly executed by ▇▇▇▇▇▇▇▇▇; and (vi) to the Company and Pubco, a copy of the Amended and Restated Registration Rights Agreement duly executed by SPAC and Sponsor. (b) At the Closing, Pubco shall deliver or cause to be delivered: (i) to SPAC, a certificate, dated the Closing Date, signed by an executive officer of Pubco, certifying as to the satisfaction of the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c) with respect to Pubco and the Merger Subs, as applicable; (ii) to SPAC, a certificate from its secretary or other executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors and stockholders authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation of the Transactions, and (C) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound; (iii) a fully completed and copy of the Insider Letter Amendment duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit Hby Pu▇▇▇; (iv) to SPAC Representative, a fully copy of the Amended and Restated Registration Rights Agreement duly executed Support Agreement in the form attached hereto as Exhibit I;by Pubco; and (v) to the VCOC Letter Company and SPAC, a copy of the Services Agreement, duly executed by Pubco. (c) At the PurchaserClosing, the Company shall deliver or cause to be delivered: (i) to SPAC, a certificate, dated as of the Closing Date, signed by an executive officer or director of the Company, certifying as to the satisfaction of the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c) with respect to the Company; (ii) to SPAC, a certificate from its secretary or other executive officer or director certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of the Company’s managers and the Company Holders authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is a party or bound, and the consummation of the Transactions, and (C) the incumbency of its managers and officers authorized to execute this Agreement or any Ancillary Document to which it is or is required to be a party or otherwise bound; (iii) to SPAC, a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2); (iv) to SPAC and Pubco, a copy of the Lock-Up Agreement duly executed by the Significant Company Holders; and (viv) to SPAC Representative, a copy of the Prior Notice Letter Amended and Restated Registration Rights Agreement duly executed by ▇▇▇▇▇▇▇▇▇the Key Company Holder.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issueParties will deliver the documents and instruments that are set forth in this Section 2.9. (a) Subject to the delivery of the items set forth in Section 2.9(b), at the Closing, Purchaser will execute or deliver or cause make available, as applicable, to be delivered to Purchaser Seller (or such other Person as indicated below) all of the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing the issuance a counterpart of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Escrow Agreement, executed by Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion counterpart of Company Counsela transition services agreement, dated as of the Closing Date and in substantially the form of Exhibit B attached hereto (as Exhibit Eamended, modified, or supplemented from time to time in accordance with the terms thereof, the “Transition Services Agreement”), executed by such counsel and addressed to Purchaser; (iii) a certificate of good standing of Purchaser, issued not more than ten Business Days prior to the Registration Rights Agreement, duly executed Closing Date by the Companysecretary of state of Indiana; (iv) a certificate of the Secretary secretary of Purchaser certifying as complete and accurate a copy of the resolutions of Purchaser’s board of directors authorizing the execution, delivery and performance of this Agreement and any other documents delivered by Purchaser hereunder; and (v) a closing certificate executed by Purchaser to the effect that the conditions set forth in Section 9.1 have been satisfied. (b) Subject to the delivery of the payments set forth in Section 2.3(c) and Section 2.3(d) and the documents and instruments set forth in Section 2.9(a), at the Closing, Seller or the Company, as applicable, will execute or deliver or make available, as applicable, to Purchaser (or such other Person as indicated below) all of the following: (i) certificates representing all of the issued and outstanding Shares, duly endorsed in blank or with duly executed stock transfer powers attached, or, in the form attached hereto as Exhibit F case of any lost, stolen or destroyed certificates with respect to any Shares, an affidavit of lost certificate with respect to such Shares; (the “Secretary’s Certificate”), dated as ii) a counterpart of the Closing DateEscrow Agreement, executed by Seller and the Escrow Agent; (aiii) certifying the resolutions adopted by the Board of Directors a counterpart of the Company or a duly authorized committee thereof approving the transactions contemplated by this Transition Services Agreement, the other Transaction Documents executed by Seller; (iv) a true, correct and the issuance complete copy of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt Contribution Agreement, executed by each of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyPersons party thereto; (v) a certificatecopies of all bills of sale, dated as endorsements, assignments, licenses and other good and sufficient instruments of conveyance and transfer and any other instruments necessary, all in form and substance reasonably satisfactory to Purchaser, to vest in the Company all of Seller’s and its Affiliate’s rights, title, and interest in and to all of the Closing Date Business Assets, including any documentation necessary to perfect and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to record the fulfillment transfer of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) Business Intellectual Property with the U.S. Patent and (v) in the form attached hereto as Exhibit GTrademark Office; (vi) a Certificate payoff letter issued by each holder of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no Indebtedness not more than three (3) five Business Days prior to the Closing Date, which sets forth (A) the amount required to repay in full all Indebtedness owed to such holder on the Closing Date, (B) the wire transfer instructions for the repayment of such Indebtedness to such holder, and (C) a release of all Liens granted by the Company to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of such Indebtedness (collectively, the “Payoff Letters”); (vii) evidence of the filing and effectiveness release of all obligations of the Series D Articles Company under the Credit Agreement, the Security Agreement and any other documents related thereto, including a release of Amendment with all Liens granted by the Virginia State Corporation CommissionCompany pursuant thereto; (viii) evidence and documentation that any Person holding security interests or Liens, on behalf of itself its successors, legal representatives and assigns, has terminated, released and discharged its security interest in and to the VCOC Letter AgreementIntellectual Property in Section 3.18(a) of the Disclosure Schedule, duly executed by and all other right, title, and interest in and to such Intellectual Property, and has assigned or reassigned to the Company; andCompany any and all such right, title and interest that it may have had in such Intellectual Property; (ix) the Prior Notice Letter duly written resignations, effective as of the Closing Date, of the directors and officers of the Company requested by Purchaser to resign as of the Closing; (x) true and correct copy of each Consent in form and substance reasonably satisfactory to Purchaser; (xi) evidence of the termination of any Tax Sharing Agreements; (xii) all books and records of the Company (which, for the avoidance of doubt, shall not include any books and records of Seller); (xiii) a certificate in compliance with the United States Foreign Investment in Real Property Tax Act (“FIRPTA”), certifying that the Shares do not constitute U.S. real property interests for which withholding may be required under FIRPTA; (xiv) certificates of good standing, dated not more than ten Business Days prior to the Closing Date issued by the Secretary of State of the State of Delaware for each of the Company and Seller and by each state in which the Company is qualified to do business as a foreign corporation; (xv) a certificate of the secretary of the Company certifying as complete and accurate a copy of the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and any other documents delivered by the Company hereunder; (xvi) a certificate of the secretary of Seller certifying as complete and accurate a copy of the resolutions of Seller’s board of directors authorizing the execution, delivery and performance of this Agreement and any other documents delivered by Seller hereunder; (xvii) a closing certificate executed by an officer of the Company to the effect that the conditions set forth in Section 9.2 have been satisfied with respect to the Company., and that all documents to be executed and delivered by the Company in connection with the Closing have been executed by duly authorized officers of the Company; (bxviii) On or a closing certificate executed by an officer of Seller to the effect that the conditions set forth in Section 9.2 have been satisfied with respect to Seller, and that all documents to be executed and delivered by Seller in connection with the Closing have been executed by duly authorized officers of Seller; and (xix) a true, correct and complete updated Section 3.12(g) of the Disclosure Schedule as of no earlier than two Business Days prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser each Investor the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing an Additional Note, free and clear of all restrictive and other legends (except as set forth in the issuance form of Additional Note attached hereto), dated as of the number of shares of Common Stock Closing Date and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered issued in the name of Purchaser such Investor (or in the name of its nominee), evidencing the aggregate principal amount of Additional Notes set forth opposite such Investor’s name on Exhibit A hereto under the heading “Additional Notes”, duly executed and delivered by the Company; (ii) a legal opinion of Company Counsel, counsel dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed delivered to Purchaserthe Investors and the Agent; (iii) the Registration Rights AgreementSecurity Agreement Amendment, duly executed and delivered by the Company, the Investors and any other holders of the Initial Notes and the Agent; (iv) results of recent liens searches in relevant jurisdictions showing no Liens other than Permitted Liens, and evidence that the Company shall have taken such actions to perfect the security interests granted by the Security Agreement; (v) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within ten (10) days of the Closing Date; (vi) a certificate evidencing the formation and good standing of each Material Subsidiary issued by the Secretary of State of such Subsidiary’s state of incorporation or formation, as of a date within ten (10) days of the Closing Date; (vii) a certificate executed by the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions adopted by the Board of Directors approving this Agreement, (ii) the Certificate of Incorporation of the Company and (iii) the Company’s bylaws, as amended, each as in effect at the form attached hereto as Exhibit F Closing; and (viii) a certificate executed by the “Secretary’s Certificate”)Chief Executive Officer of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board satisfaction of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment each of the conditions specified set forth in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto except as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each to representations that speak as of a date specified date, in which case such representations shall be true and correct as of such specified date) and Section 5.1(b) (except that is no more than three (3) Business Days prior such certification shall only be required with respect to the Closing Date; (vii) evidence of the filing Company and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Companynot any Investor). (b) On or prior to At the Closing DateClosing, Purchaser each Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) its Subscription Amountthe Security Agreement Amendment, duly executed and delivered by such Investor; and (ii) the purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price” in U.S. United States dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the an account provided designated in writing to such Investor by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇for such purpose.

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) certificates this Agreement, duly executed by the Company; (ii) one or book-entry shares more stock certificates, evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or its nominee; (iiiii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit ED, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the CompanyPurchasers; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying (I) 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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares Securities and (II) the resolutions of the shareholders of the Company in connection with the transactions contemplated by this Agreement and the Post Amendment Shares (upon receipt of the requisite approvals)other Transaction Documents, (b) certifying the current versions of the Articles of Incorporation Incorporation, as amended, and Bylaws Bylaws, as amended, of the Company in effect as of the Closing 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 certificatecertificate of the Chief Executive Officer, President or Chief Financial Officer of the Company, in the form attached hereto as Exhibit F, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G;5.1(b); and (vi) a Certificate of Existence for each of the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the North Carolina Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Companyrecent date. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by in accordance with the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇’s written instructions.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company Seller shall issuedeliver, deliver or cause to be delivered delivered, to Purchaser Buyer the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing a duly executed instrument of transfer with respect to the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeMembership Interests; (ii) a legal opinion the written resignations of Company Counsel, dated as each manager and officer of each of the Acquired Entities as Buyer shall direct in writing to Seller at least five days prior to the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to PurchaserDate; (iii) a duly completed and executed certification from Seller certifying that Seller is not a foreign person within the Registration Rights Agreement, duly executed by the Companymeaning of Code Section 1445; (iv) a certificate of the Secretary secretary or an assistant secretary (or equivalent officer) of the Company, in the form Seller certifying that attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as thereto are true and complete copies of the Closing Date, (a) certifying the all resolutions adopted by the Board managers of Directors Seller authorizing the execution, delivery and performance of this Agreement and the Company or a duly authorized committee thereof approving consummation of the transactions contemplated by this Agreementhereby, and that all such resolutions are in full force and effect and are all the other Transaction Documents and resolutions adopted in connection with the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companytransactions contemplated hereby; (v) a certificate, dated as certificate of the Closing Date secretary or an assistant secretary (or equivalent officer) of Seller certifying the names and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment signatures of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) officers of Seller authorized to sign this Agreement and (v) in the form attached hereto as Exhibit Gother documents to be delivered hereunder; (vi) for each of Seller and the Acquired Entities, a Certificate certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank good standing from the Secretary of State of South Carolinathe State of Delaware, each as of a date that is no more not earlier than three (3) Business Days 10 days prior to the Closing Date; (vii) evidence of non-competition agreements, each in substantially the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following form attached hereto as Exhibit B (the “Purchaser DeliverablesNoncompetition Agreement”): (i) its Subscription Amount), in U.S. dollars by and in immediately available fundsamong Buyer, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreementone hand, duly executed by and Seller and each of ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, respectively, on the other hand; (viii) the Payoff Letter (including the lien releases referenced therein); and (ix) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to ARTICLE VI of this Agreement. (b) On the Closing Date, in addition to the payments to be made pursuant to Section 1.3 hereof, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (ii) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a fully completed and duly executed Accredited Investor Questionnairecertificate of good standing (or comparable certificate) from the appropriate Governmental Authority of the jurisdiction in which Buyer is organized, as of a date not earlier than 10 days prior to the Closing Date; (iv) evidence reasonably satisfactory to Seller that Buyer has obtained a buyer-side representations and warranties insurance policy (the Company “R&W Policy”), solely for the benefit of Buyer, with a retention amount of not more than 1.0% of the Purchase Price with no Seller indemnitee and a policy limit of not less than $25,000,000, on terms reasonably acceptable to Buyer, which R&W Policy shall be in full force and effect at the Closing and shall provide, at a minimum, coverage for breaches of the Fundamental Representations for a period of six years; (v) releases, each in substantially the form attached hereto as Exhibit HC in favor of each resigning officer and manager of each of the Acquired Entities; (ivvi) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchasercounterparts of each Noncompetition Agreement; and (vivii) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Closing pursuant to ARTICLE VI of this Agreement.

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) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights this Agreement, duly executed by the Company; (ivii) evidence of book entry of the Shares purchased by the Purchaser pursuant to this Agreement, registered in the name of such Purchaser or its nominee; (iii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the current versions of the Articles of Incorporation and Bylaws bylaws, as amended, of the Company in effect as of the Closing Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viv) a certificate, dated as of the Closing Date and signed by its of the President and Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment Officer of the conditions specified in Sections 5.1(a)Company, (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GE; (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 certificate of Existence for the Federal Reserve Bank of Philadelphia to the effect that the Company from is a registered bank holding company under the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing DateBHCA; (vii) evidence a certificate of the filing and effectiveness PDBS as of a recent date evidencing the corporate existence of the Series D Articles of Amendment with the Virginia State Corporation CommissionBank; (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 the 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 (ixxii) the Prior Notice Letter duly executed by the Companysignature pages to this Agreement from each Additional Purchaser. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amountthis Agreement, duly executed by such Purchaser; (ii) 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)Price” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire, ”) reasonably satisfactory to the Company Company, in the form attached hereto as Exhibit HB; (iv) a fully with respect to Castle Creek, the VCOC Letter Agreement, the Warrant Agreement and the Registration Rights Agreement, each duly executed Support Agreement in the form attached hereto as Exhibit Iby Castle Creek; (v) with respect to CPV, the VCOC Letter 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 PurchaserClosing Date; and (vivii) a certificate, dated as of the Prior Notice Letter duly executed 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 At the Closing, the Company Alpha shall issuedeliver, deliver or cause to be delivered delivered, to Purchaser Parent (or its designee) the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered Subject Interests properly endorsed in the name of Purchaser Parent or its nomineeaccompanied with membership interest and limited partnership interest, as applicable, powers duly endorsed in blank; (ii) resignations or removals of the managers of the Company and the members of the operating committee of the Company appointed or designated by Alpha to such positions from their status as managers or such members, as applicable, effective as of the Closing; (iii) a certificate of non-foreign status of Alpha meeting the requirements of U.S. Treasury Regulations Section 1.1445-2(b)(2); (iv) a certificate of Alpha signed by a duly authorized officer of Alpha, certifying as of the Closing Date that each of the conditions set forth in Sections 6.3(a), and 6.3(b), have been fully satisfied or validly waived as of the Closing; (v) the Registration Rights Agreement, duly executed by Alpha; (vi) the Stockholders’ Agreement; duly executed by Alpha; (vii) the Lock-up Agreement; duly executed by Alpha; and (viii) all other documents required to be delivered by Alpha to any Rice Party at the Closing pursuant to this Agreement. (b) At the Closing, Parent shall deliver, or cause to be delivered, to Alpha the following: (i) (A) certificates evidencing the Alpha Shares and (B) the Cash Portion, if any, by wire transfer of immediately available funds to an account designated by Alpha; (ii) a legal opinion certificate of Company CounselParent signed by a duly authorized officer of Parent, dated certifying as of the Closing Date that each of the conditions applicable to Parent set forth in Sections 6.2(a), and in 6.2(b), have been fully satisfied or validly waived as of the form attached hereto as Exhibit E, executed by such counsel and addressed to PurchaserClosing; (iii) the Registration Rights Agreement, duly executed by the CompanyParent, Rice Holdings, NGP Holdings and ▇▇▇▇▇▇ ▇. ▇▇▇▇ III; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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 Stockholders’ Agreement, the other Transaction Documents duly executed by Parent, Rice Holdings and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;NGP Holdings; and (v) all other documents required to be delivered by Parent to Alpha at the Closing pursuant to this Agreement. (c) At the Closing, Rice Drilling shall deliver, or cause to be delivered, to Alpha the following: (i) a certificatecertificate of Rice Drilling signed by a duly authorized officer of Rice Drilling, dated certifying as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment that each of the conditions specified applicable to Rice Drilling set forth in Sections 5.1(a6.2(a), (band 6.2(b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each have been fully satisfied or validly waived as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the CompanyClosing; and (ixii) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause all other documents required to be delivered by Rice Drilling to Alpha at the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer Closing pursuant to the account provided by the Company; (ii) the Registration Rights this Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (ai) On Except as provided otherwise herein, at or prior to the Closingfirst Purchase Date and on or after the effectiveness of this Agreement, the Company and the Seller shall issue, deliver or cause to be delivered to Purchaser the following (Buyer, the “Company Deliverables”):following: (iA) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights this Agreement, duly executed by the CompanyCompany and the Seller, which shall be delivered on the date of execution hereof; (ivB) the Contribution Agreement, duly executed by the Company and the Seller, which shall be delivered on the date of execution thereof; (C) a certificate of the Chief Executive Officer or President and the Chief Financial Officer of the Company, dated as of such first Purchase Date, certifying to the matters in Section 5(a) and Section 5(d) hereof substantially in form attached hereto as Exhibit A; and (D) a certificate of the Secretary of the Company, dated as of such first Purchase Date, substantially in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing DateB, (a) certifying the then current versions of the Partnership Agreement and the Charter, and (b) certifying the resolutions adopted by the Board of Directors of Company and the Company or a duly authorized committee thereof Seller approving the transactions contemplated by this Agreement, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanyOP Units. (bii) On Except as provided otherwise herein, at or prior to any Purchase Date other than the Closing first Purchase Date, Purchaser the Company and the Seller shall issue, deliver or cause to be delivered to the Company Buyer, the following (the “Purchaser Deliverables”):following: (iA) its Subscription Amounta certificate of the Chief Executive Officer or President and the Chief Financial Officer of the Company, in U.S. dollars and in immediately available fundsdated as of such Purchase Date, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer certifying to the account provided by matters in Section 5(a) and Section 5(d) hereof substantially in form attached hereto as Exhibit A; and (B) a certificate of the Secretary of the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company dated as of such Purchase Date substantially in the form attached hereto as Exhibit H; B, (iva) a fully executed Support certifying the then current versions of the Partnership Agreement in and the form attached hereto as Exhibit I; Charter and (vb) certifying the VCOC Letter Agreement, duly executed resolutions adopted by the Purchaser; and (vi) Company and the Prior Notice Letter duly executed Seller approving the transactions contemplated by ▇▇▇▇▇▇▇▇▇this Agreement and the other Transaction Documents and the issuance of the OP Units.

Closing Deliveries. At the Closing, in addition to the payment by Purchaser of the Estimated Purchase Price and the payment by the Company of the Share Redemption Cash Consideration, if any, in each case pursuant to Section 2.5, (a) On or prior to the Closing, the Company Purchaser shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):delivered: (i1) certificates or book-entry shares evidencing the issuance to Seller, a certificate of the number Secretary, Assistant Secretary or other duly authorized officer of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in dated the name Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of Purchaser or evidencing its nomineeauthorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Purchaser is a party; (ii2) a legal opinion to Seller, the certificates referenced in Sections 6.4(a)(1) and (b)(1); and (3) to Seller and Life Reinsurer, counterparts of Company Counsel, dated as each of the Transaction Agreements (other than the Closing Date and in Reinsurance Agreements) to which Purchaser and/or its Affiliates (other than the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iiiCompany) the Registration Rights Agreementis a party, duly executed by Purchaser and/or such Affiliates of Purchaser (other than the Company). (b) Seller shall deliver or cause to be delivered: (1) to Purchaser, a certificate or certificates evidencing all of the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer on the stock transfer books of the Company and with any requisite stock transfer Tax stamps properly affixed thereto; (iv2) to Purchaser, a certificate or certificates evidencing the cancellation of all of the Redeemed Shares; (3) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”)Seller, dated as of the Closing Date, (a) certifying as to the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Seller is a party; (4) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company or any Affiliate of Seller that is a party to any Transaction Agreement, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Company or a duly authorized committee thereof approving such Affiliate, as the transactions contemplated by case may be, evidencing its authorization of the execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Agreements to which the Company or such Affiliate, as the case may be, is a party; (5) to Purchaser, an affidavit in a form reasonably satisfactory to Purchaser, stating under penalties of perjury its U.S. taxpayer identification number and that it is not a foreign person within the issuance meaning of Section 1445(b)(2) of the Pre-Amendment Shares and the Post Amendment Shares Code; (upon receipt 6) to Purchaser, copies of the requisite approvalsresignations referenced in Section 6.3(a); (7) to Purchaser, the certificates referenced in Sections 6.2(a) and (b); (8) to Life Reinsurer, the certificates referenced in Sections 6.2(a) certifying and (b); (9) to Purchaser, the Articles of Incorporation Books and Bylaws Records of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyaccordance with Section 5.20; (v10) to Purchaser, the releases contemplated by Section 5.9(a); (11) to Purchaser, a certificatecopy of each Assigned Pre-Closing Confidentiality Agreement in accordance with Section 5.1(e); and (12) to Purchaser and Life Reinsurer, dated as counterparts of each of the Transaction Agreements (other than the Closing Date and signed by Reinsurance Agreements) to which Seller and/or its Chief Executive Officer or its Chief Financial Officer, certifying to Affiliates (including the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (oCompany) (p) and (v) in the form attached hereto as Exhibit G; (vi) is a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreementparty, duly executed by Seller and/or such Affiliates (including the Company; and (ix) the Prior Notice Letter duly executed by the Company). (bc) On or prior to the Closing Date, Purchaser Life Reinsurer shall deliver or cause to be delivered delivered: (1) to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Life Reinsurer, dated the Closing Date, as to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars resolutions duly and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided validly adopted by the CompanyBoard of Directors of Life Reinsurer evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Life Reinsurer is or will be a party; (ii2) to Seller, the Registration Rights Agreementcertificates referenced in Sections 6.4(a)(2) and (b)(2); and (3) to Purchaser and Seller, counterparts of each of the Transaction Agreements to which Life Reinsurer is or will be a party, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Life Reinsurer.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates this Exhibit A to the Subscription Agreement, duly executed by the Company; (ii) one or book-entry shares more stock certificates, evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by Purchaser hereunder, registered in the name of Purchaser or its nomineeas otherwise set forth on the Stock Certificate Questionnaire and in form satisfactory to Purchaser (the “Stock Certificates”); (iiiii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit EA, executed by such counsel and addressed to the Company and Purchaser; (iiiiv) legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇, dated as of the Closing Date and in the form attached hereto as Exhibit B, executed by such counsel and addressed to the Company and the Purchaser; (v) the Registration Rights Agreement, duly executed by the Company;; and (ivvi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F 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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the Articles current versions of Incorporation the articles of incorporation, as amended, and Bylaws by-laws, as amended, of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission;Compliance Certificate referred to in Section 3(g); and (viii) the VCOC Letter Escrow Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanyCompany and U.S. Bank National Association, as escrow agent. (b) On or prior to the Closing DateClosing, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (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 to the account provided by in accordance with the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company Company, and Stock Certificate Questionnaire in the form forms attached hereto as Exhibit H; (iv) a fully executed Support Agreement in to the form attached hereto as Exhibit I; (v) the VCOC Letter Subscription Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall will issue, deliver or cause to be delivered to the Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares this Agreement, duly executed by the Company; (ii) stock certificate, free and clear of all restrictive and other legends (except as expressly provided in Section 4.2(b)), evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares, registered in the name of each Purchaser in the number of Shares to be allocated to each Purchaser or its nomineeas otherwise set forth on the Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto (“Stock Certificates”); (iiiii) a legal opinion of Company Counsel, dated as of the Closing Date and Date, in substantially the form attached hereto as Exhibit EB, executed by such counsel and addressed to the Purchaser, 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; (iiiiv) the Registration Rights Agreement, duly executed by the Company; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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 Agreementthe Transaction Documents, the other Transaction Documents and including the issuance of the Pre-Amendment Shares under this Agreement and the Post Amendment Shares (upon receipt shares of Common Stock under the requisite approvals)Other Purchase Agreements, (b) certifying the Articles of Incorporation and Bylaws current versions of the Company in effect as Constituent Documents of the Closing 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 certificatecertificate of the Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to the fulfillment of the conditions specified in Sections 5.1(a5.l(a), (b), (d), (f), (g), (h), (i), (n), (o) (p5.l(b) and (v) in the form attached hereto as Exhibit G;5.l(j); and (vivii) a Certificate of Good Standing and a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Louisiana Secretary of State of South Carolina, each dated as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Companyrecent date. (b) On At or prior to the Closing DateClosing, the Purchaser shall will deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its this Agreement, duly executed by such Purchaser; (ii) the Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by in accordance with the Company’s written instructions; (iiiii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;such Purchaser; and (iiiiv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company Stock Certificate Questionnaire in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.A.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser each Investor the following (the “Company Deliverables”):following: (i) one or more stock certificates (or book-entry shares copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing the issuance of the such number of shares of Common Stock and Series D Preferred Stock Shares set forth opposite such Investor’s name on Exhibit A hereto under the signature page hereto to Purchaser, heading “Preferred Shares,” registered in the name of Purchaser or its nomineesuch Investor; (ii) a Warrant, issued in the name of such Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares”; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as of Exhibit ED, executed by such counsel and addressed delivered to Purchaserthe Investors; (iiiiv) the Registration Rights Agreement, duly executed by the Company; (ivv) a certificate Certificate of the Secretary an officer of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents executed on behalf of the Company; (v) a certificate, dated as of the Closing Date and signed Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1(asubsections (a), (b), (d), (f), (g), (h), (i), (n), (o) (pc) and (vd) in the form attached hereto as Exhibit G;of Section 2.3(a). (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State the Company attesting as to (i) the Certificate of South CarolinaIncorporation of the Company; (ii) the By-laws of the Company; (iii) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company; and (iv) resolutions of the Board of Directors of the Company, each as of a date that is no more than three (3) Business Days prior to authorizing and approving all matters in connection with this Agreement and the Closing Date;transactions contemplated hereby; and (vii) evidence Irrevocable Transfer Agent Instructions to the Transfer Agent with respect to the issuance of the filing Securities, in form and effectiveness of substance reasonably acceptable to the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanyInvestors. (b) On or prior to At the Closing DateClosing, Purchaser each Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, the purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price” in U.S. United States dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the an account provided designated in writing to such Investor by the Company;Company for such purpose; and (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇such Investor.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser each Investor the following (the “Company Deliverables”): (i) certificates or book-entry shares a certificate evidencing a number of Shares equal to such Investors Investment Amount divided by the issuance Per Unit Purchase Price, registered in the name of such Investor; (ii) a Warrant registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock equal to one-fifth of the number of Shares issuable to such Investor Section 2.2(a)(i), at an exercise price that is equal to 130% of the Per Unit Purchase Price (the “Warrant Shares”) (iii) this Agreement duly executed by the Company and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeeach Investor; (iiiv) a legal opinion 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 Article 3 hereof; (v) a certificate, executed by the Secretary of the Company Counsel, and dated as of the Closing Date Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investors, and (ii) the current certificate of incorporation, as amended, and bylaws, as amended, of the Company; (vi) executed consents of at least a majority of the shares of Common Stock then outstanding approving the items set forth in Section 4.13 herein; (vii) the legal opinion of Yuan Tai Law Offices, People’s Republic of China, Counsel to the Company and of ▇▇▇▇ ▇▇▇▇ & Co., Solicitors, Hong Kong, Counsel to the Company, addressed to the Investors, in the form of Exhibit F attached hereto as Exhibit E, executed by such counsel and addressed to Purchaserhereto; (iiiviii) the legal opinion of Company Counsel addressed to the Investors, in the form of Exhibit G attached hereto; (ix) the Closing Escrow Agreement, duly executed by all parties thereto; (x) the Make Good Escrow Agreement, duly executed by all parties thereto; (xi) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viiixii) the VCOC Letter Agreement, duly executed by the CompanyDraft S-1 Registration Statement; and (ixxiii) the Prior Notice Letter Lock-Up Agreement duly executed by all executive officers and directors of the Company and each stockholder owning directly or indirectly shares representing 10% or more of the Company’s total outstanding shares. (b) On or prior to the Closing Date, Purchaser each Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) its Subscription to the Company, this Agreement duly executed by the Investor; (ii) to the Escrow Agent for deposit and disbursement in accordance with the Closing Escrow Agreement, Investment Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the an account provided designated in writing by the Company;Company for such purpose; and (iiiii) to the Company, the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;such Investor. (iiic) a fully completed and duly executed Accredited Investor QuestionnaireWithin three (3) Business Days following the Closing Date, reasonably satisfactory to the Company shall deliver or cause to be delivered the following: (i) one or more stock certificates evidencing Shares with a stated value equal to such Investor’s Investment Amount, registered in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchasername of such Investor; and (viii) a Warrant registered in the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇name of such Investor evidencing the number of Warrants set forth on such Investor’s signature page attached hereto.

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) certificates this Agreement, duly executed by the Company; (ii) one or book-entry shares more stock certificates, evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or its nomineeas otherwise set forth on such Purchaser’s Stock Certificate Questionnaire included as Exhibit A-2 hereto (the “Stock Certificates”); (iiiii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit EB, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the CompanyPurchasers; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and including the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Common Shares, (b) certifying the Articles current versions of Incorporation the articles of incorporation, as amended, and Bylaws bylaws, as amended, of the Company in effect as of the Closing 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; (v) a certificatecertificate of the Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit D, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G;5.1(b); and (vi) a Certificate of Existence Good Standing for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Louisiana Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Companyrecent date. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) following its receipt of the Stock Certificates, its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by in accordance with the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company Questionnaire and Stock Certificate Questionnaire in the form forms attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter AgreementExhibits A-1 and A-2 , duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇respectively.

Closing Deliveries. At the Closing: (a) On The Company will deliver to Purchaser one or prior to more stock certificates representing the Closing, the Company shall issue, deliver or cause Purchased Securities to be delivered sold to and purchased by Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto pursuant to Purchaserthis Agreement, registered in the Purchaser's name of Purchaser (or if requested by the Purchaser, its nominee;) in the Company's records. (iib) a legal opinion of The Company Counsel, dated as will deliver to the Purchaser each of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser;following documents: (iii1) the The Registration Rights Agreement, duly executed by the Company;Company and each other party, other than the Purchaser, necessary to make each such agreement valid, binding and enforceable. (ivi) a copy of its Certificate of Incorporation, with all Amendments, certified as of a date not more than five business days before the Closing Date, by the Secretary of State of Delaware, and (ii) a certificate of the Secretary of State of Delaware, dated as of a date not more than five business days before the Closing Date, with respect to the legal existence and good standing of the Company in Delaware (3) A certificate of its Secretary, dated the Closing Date, certifying (i) the absence of any amendments to its charter documents (or proceedings therefor) since the date of the certificate referred to in Section 1.4(b)(2)(i) above, (ii) attached copies of its by-laws, (iii) attached resolutions of its board of directors, with respect to the transactions hereby contemplated or otherwise to be effected at the Closing, and (iv) the incumbency of its officers and directors. (4) The written legal opinion of ▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇, LLP, counsel to the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying addressed to Purchaser, and substantially in the resolutions adopted by the Board of Directors form of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance attached Exhibit A. (5) A certificate of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf Chief Executive Officer of the Company; (v) a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying as to the fulfillment accuracy of the conditions specified representations and warranties of the Company set forth in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto Section 2 as Exhibit G;of such date. (vic) a Certificate of Existence for The Purchaser will deliver to the Company from each of the Virginia State Corporation Commission and a Certificate following documents: (1) A certificate of Existence for the Bank from the Secretary of State of South Carolinaits Secretary, each as of a date that is no more than three (3) Business Days prior to dated the Closing Date; , certifying (viii) evidence attached resolutions of its board of directors, with respect to the filing transactions hereby contemplated or otherwise to be effected at the Closing, and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viiiii) the VCOC Letter Agreement, duly executed by the Companyincumbency of its officers and directors; and (ix2) A certificate of the Prior Notice Letter duly executed by Chief Executive Officer of the Company. (b) On or prior to , dated as of the Closing Date, Purchaser shall deliver or cause to be delivered certifying as to the Company accuracy of the following (representations and warranties of the “Purchaser Deliverables”): (i) its Subscription Amount, set forth in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto Section 3 as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇of such date.

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) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights this Agreement, duly executed by the Company; (ivii) evidence of book entry of the Shares subscribed for by the Purchaser as of the Closing, registered in the name of such Purchaser or its nominee; (iii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the current versions of the Articles of Incorporation and Bylaws bylaws, as amended, of the Company in effect as Company, (c) certifying the fulfillment of the Closing 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; (viv) a certificate, dated as of the Closing Date and signed by its of the President and Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment Officer of the conditions specified in Sections 5.1(a)Company, (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GE; (v) a Certificate of Good Standing of the Company from the Ohio Secretary of State as of a recent date; (vi) a Certificate certificate of Existence for the Federal Reserve Bank of Cleveland to the effect that the Company from is a registered bank holding company under the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing DateBHCA; (vii) evidence a certificate of the filing and effectiveness OCC as of a recent date evidencing the corporate existence of the Series D Articles Bank under the Laws of Amendment with the Virginia State Corporation CommissionUnited States; (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 relating to the Series A Preferred Shares filed with the Ohio Secretary of State in the form attached hereto as Exhibit G (the “Series A Preferred Certificate of Amendment”); and (x) with respect to Castle Creek, the VCOC Letter Agreement, the Warrant Agreement, the Shareholder 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; and (ix) the Prior Notice Letter duly executed by the CompanyCompany and Castle Creek. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amountthis Agreement, duly executed by such Purchaser; (ii) 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)Price” by wire transfer to the account provided by the Company; (iiiii) the a Registration Rights Agreement, Agreement duly executed by ▇▇▇▇▇▇▇▇▇such Purchaser; (iiiiv) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire, ”) reasonably satisfactory to the Company Company, in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I;C; and (v) with respect to Castle Creek, the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) Warrant Agreement and the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Shareholders Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issuedeliver to the Purchaser, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):Merck and Genpharm, as applicable: (i) a stock certificate or certificates or book-entry shares evidencing representing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares, registered in the name of the Purchaser or or, subject to Section 13.2 hereof, its nomineedesignee on the Company's books and containing no legends other than as set forth in Section 9.2 hereof and as required under the Rights Agreement (as defined in Section 7.11 hereof); (ii) a legal opinion of Company Counselregistration rights agreement, dated as of duly executed by the Closing Date and Company, substantially in the form attached of Exhibit D hereto as Exhibit E, executed by such counsel and addressed to Purchaser(the "Registration Rights Agreement"); (iii) the Registration Rights Agreementcertificates of officers of the Company referred to in Sections 5.1 and 5.2 hereof; (iv) the agreements covering the Options, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as the opinion of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying counsel referred to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GSection 5.3 hereof; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter AgreementServices Agreements, duly executed by the Company; (vii) the agreement of the Chairman of the Company referred to in Section 7.10 hereof; and (ixviii) the Prior Notice Letter duly executed by the Companyagreement of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ referred to in Section 7.3(e) hereof. (b) On or prior At the Closing, the Purchaser, Merck and Genpharm, as applicable, shall deliver to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Company: (i) its Subscription Amount, in U.S. dollars and in immediately available fundsthe Purchase Price, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by form of a wire transfer of immediately available funds to the an account provided designated by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇the Purchaser, Merck and Genpharm; (iii) a fully completed the certificates of officers of the Purchaser referred to in Sections 4.1 and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H4.2 hereof; (iv) a fully executed Support Agreement the opinion of counsel referred to in the form attached hereto as Exhibit ISection 4.3 hereof; (v) the VCOC Letter AgreementServices Agreements, duly executed by the Purchaser; andMerck or Genpharm, as applicable; (vi) the Prior Notice Letter agreements covering the Options, duly executed by ▇▇▇▇▇▇▇▇▇Merck or Genpharm, as applicable; and (vii) the agreement of the Purchaser (and its Affiliates) referred to in Section 7.3(e) hereof.

Closing Deliveries. 4.1 Company Closing Deliveries. The Company shall deliver to ▇▇▇▇▇▇▇ each of the following: (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company and a certificate of the Secretary of each of its Subsidiaries dated the Merger Date certifying (i) a copy of the text of the resolutions by which the action on the part of the Company or such Subsidiary, as the case may be, necessary to approve this Agreement and the Acquisition were taken, (ii) incumbency of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto, (iii) the Articles of Incorporation and By-laws or other governing document of the Company or such Subsidiary, as the case may be, and (iv) a list of Shareholders or other equity holders, as the case may be, as of the Merger Date; (b) a copy of the Company's Articles of Incorporation, as amended to date, certified as of a recent date prior to the Merger Date by the State Secretary of the State of California; (c) Good standing certificates for the Company issued by the State Secretary of the State of California and each jurisdiction in which the Company is qualified to do business, and for each Subsidiary issued by the applicable secretary of state (or other state agency) of the state of organization of such Subsidiary (or other jurisdiction in which such Subsidiary is qualified to do business), in each case dated as of a recent date prior to the Merger Date; (d) (i) from each of the Shareholders (other than Shareholders who are exercising dissenters' rights with respect to the Acquisition [the "Departing Shareholders"]), executed counterparts to the Registration Agreement substantially in the form of Exhibit A hereto (the "Registration Agreement"), (ii) from the Company, each of the Shareholders and the "Shareholders' Representative" (as such term is defined thereunder), executed counterparts of that certain Consent, Indemnification and Noncompete Agreement between the foregoing parties, ▇▇▇▇▇▇▇ and Acquisition Sub in the form attached hereto as Exhibit F B (the “Secretary’s Certificate”)"Consent, 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 Indemnification and Noncompete Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals"), (biii) certifying from the Articles of Incorporation Shareholders' Representative and Bylaws the Escrow Agent, executed counterparts of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Escrow Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully from the Dissenters, executed Support counterparts of that certain Departing Shareholders' Noncompete Agreement in the form attached hereto as Exhibit IC (the "Departing Shareholders' Noncompete Agreement"); (ve) evidence that no court or other governmental entity having jurisdiction over the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by Company or ▇▇▇▇▇▇▇▇▇, or any of their respective Subsidiaries, shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Acquisition or any of the transactions contemplated hereby illegal; (f) evidence that 90% or more of the outstanding shares of Company Stock shall have consented to the Acquisition; and (g) evidence that the Existing Company Documents shall have been terminated.

Closing Deliveries. (a) On The transfers and deliveries described in this Section 3.2 shall be mutually interdependent and shall be regarded as occurring simultaneously, and, any other provision of this Agreement notwithstanding, no such transfer or delivery shall become effective or shall be deemed to have occurred until all of the other transfers and deliveries provided for in this Section 3.2 shall also have occurred or been waived by the Party or Parties entitled to waive the same. At or prior to the Closing: (a) The Company will deliver, the Company shall issue, deliver or will cause to be delivered delivered, to Purchaser the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing the issuance Certificate of the number Merger and Articles of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserMerger, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, each duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreementcertificates representing all of the outstanding Company Shares, with such accompanying documents, endorsements and assurances as may be reasonably required by Purchaser; (iii) mutually agreeable employment agreements, duly executed by ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, as applicable (the "Employment Agreements"); (iv) A Limited Software License Agreement, in the form attached as Exhibit D, duly executed by ▇▇▇ ▇▇▇ ▇▇▇▇ (the "Software License"); (v) resignations of each of the directors and officers of the Company; (vi) mutually agreeable and customary offer letters duly executed by each of the employees listed on Schedule 3.2(a)(vi) attached hereto (the "Offer Letters"); (vii) a certificate of the Secretary of the Company as to the incumbency and authority of any Person executing and delivering on behalf of the Company this Agreement or any other document or instrument required to be delivered by the Company hereunder, and setting forth copies of the resolutions approving this Agreement and the Contemplated Transactions which were duly adopted by the Board of Directors and the Shareholders of the Company and a statement of the date and manner of such adoption by the Board of Directors and the Shareholders of the Company; (viii) a certificate of the Secretary of the Company setting forth the number of Company Shares outstanding and entitled to vote upon the approval of this Agreement and the Contemplated Transactions; (ix) certificates of good standing, dated not more than five (5) days prior to the Closing Date, as to the corporate existence and good standing of the Company in Texas and each state or other jurisdiction in which it is qualified to do business; (x) all consents and approvals of all Persons and Governmental Authorities listed on Schedule 3.2(a)(xi) attached hereto that are necessary for the Surviving Corporation to operate the business of Sellers as heretofore conducted and as may be necessary for the assumption by the Surviving Corporation of the Contracts; (xi) a fully executed copy of that certain Assignment Intellectual Property Rights Agreement, between the Company and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iiixii) a fully completed and consulting agreement duly executed Accredited Investor Questionnaireby ▇▇▇▇ ▇▇▇▇▇, in form and substance reasonably acceptable to Purchaser and ▇▇. ▇▇▇▇▇ (the "Consulting Agreement"); (xiii) a registration rights agreement, in the form attached as Exhibit E, duly executed by each of the Cash and Securities Recipients (the "Registration Rights Agreement"); (xiv) a legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP as counsel to the Company, reasonably satisfactory to Purchaser and its counsel; and (xv) any and all other documents required by the Company in terms of this Agreement to be delivered at the Closing by any Shareholder or the Company. Any agreement or document to be delivered to Purchaser pursuant to this Section 3.2(a), the form of which is not attached hereto to this Agreement as Exhibit Han exhibit, shall be in form and substance reasonably satisfactory to Purchaser. (b) Purchaser will deliver the following: (i) the Certificate of Merger and Articles of Merger, each duly executed by Purchaser and Merger Sub; (ii) the Cash Consideration; (iii) the Notes, duly executed by Purchaser; (iv) a fully executed Support Agreement certificates representing the Purchaser Shares recorded in the form attached hereto name of the Shareholders as set forth on Exhibit IA; (v) the VCOC Letter Employment Agreements duly executed by Purchaser; (vi) the Offer Letters duly executed by Purchaser; (vii) the Registration Rights Agreement, duly executed by the Purchaser; and; (viviii) the Prior Notice Letter Software License, duly executed by Purchaser; (ix) a certificate of the Secretary or Assistant Secretary of each of Purchaser and Merger Sub as to the incumbency and authority of any Person executing and delivering on behalf of Purchaser or Merger Sub this Agreement or any other document or instrument required to be delivered by either of them hereunder, and setting forth copies of the resolutions approving this Agreement and the Contemplated Transactions which were duly adopted by the Board of Directors of each of Purchaser and Merger Sub and a statement of the date and manner of such adoption by such Boards of Directors; (x) certificates of good standing, dated not more than five (5) days prior to the Closing Date, as to the corporate existence and good standing of Purchaser and Merger Sub in the State of Ohio; (xi) a legal opinion of ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇▇▇ LLP as counsel to Purchaser and Merger Sub, reasonably satisfactory to the Company and its counsel; and (xii) any and all other documents required by the terms of this Agreement to be delivered at the Closing by Purchaser or Merger Sub. Any agreement or document to be delivered to the Shareholders pursuant to this Section 3.2(b), the form of which is not attached to this Agreement as an exhibit, shall be in form and substance reasonably satisfactory to the Company and the Shareholders.

Closing Deliveries. At the Closing, Shareholders and Sellers shall deliver to Purchaser: (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, A certificate executed by such counsel Shareholders and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”)Sellers, 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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect such form as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying Purchaser may reasonably request to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G5.1 through 5.5 hereof; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On A certificate of the Secretary or prior to Assistant Secretary or partner of each Seller, dated as of the Closing Date, certifying in such form as Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): may reasonably request, (i) its Subscription Amountthat attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors, or a consent of the partners, of such Seller authorizing the execution, delivery, and performance of this Agreement, the Bill of Sale, and the Deeds and that all such resolution▇ ▇re still in U.S. dollars full force and effect and are all the resolutions adopted in immediately available fundsconnection with the transactions contemplated by this Agreement, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price and (Subscription Amount)” by wire transfer ii) as to the account provided incumbency and specimen signature of the officers of each corporate Seller executing this Agreement, the Bill of Sale, the Deeds, and any certificate required u▇▇▇▇ Section 5.9, and a certification by another officer of each corporate Seller as to the Companyincumbency and signature of the officer signing the certificate referred to in this Section; (iic) The opinion of Fowler, White, Gillen, Boggs, Villareal and Banker, P.A., in substantially the Registration Rights Agreement, duly executed by form of ▇▇▇▇▇▇▇▇▇▇ B hereto; (iiid) a fully completed and The Bill of Sale duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit Hby Sellers; (iv▇) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, The Deeds duly executed by those Sellers holding fee simple title to the PurchaserTransferred Real Property; andand such other documents as are necessary or customary to enable Purchaser to record the Deeds and to obtain owner's title insurance policies from the Title Company, without exceptions, other than the Permitted Encumbrances and Assumed Liens. (vif) the Prior Notice Letter The Trademark Assignments duly executed by ▇▇▇▇▇▇▇▇▇.Sellers;

Closing Deliveries. (a) On At or prior to the Closing, the Company Sellers shall issuedeliver, deliver or cause to be delivered delivered, to Purchaser the following (the “Company Deliverables”):Buyer: (i) certificates or book-entry shares evidencing the issuance a copy of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors operating agreement of the Company or a duly authorized committee thereof approving certified by the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf President of the Company; (vii) a certificate, certificates dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no not more than three fifteen (315) Business Days prior to the Closing DateDate as to the Company's good standing or subsistence, issued by the Secretary of State of New Jersey; (viiiii) evidence the employment agreement in the form of Exhibit 2.4(a)(iii) (the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission"Gelernt Employment Agreement") executed by Gelernt; (viiiiv) the VCOC Letter employment agreement in the form of Exhibit 2.4(a)(iv) (the "B▇▇▇▇ Employment Agreement, duly ") executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the CompanyE▇▇▇▇▇ ▇▇▇▇▇; (iiv) the Registration Rights incentive compensation agreement in the form of Exhibit 2.4(a)(v) (the "Angradi Compensation Agreement, duly ") executed by R▇▇▇▇▇ ▇▇▇▇▇▇▇; (iiivi) a fully completed the Escrow Agreement executed by each of the Sellers; (vii) an assignment and duly assumption agreement in the form of Exhibit 2.4(a)(viii) transferring the LLC Interests to the Buyer executed Accredited Investor Questionnaire, by each of the Sellers and the Company; (viii) evidence reasonably satisfactory to Buyer that (a) the Company has repaid or satisfied in full all Indebtedness other than Indebtedness under Warehouse Loans and Indebtedness listed on Schedule 2.4(a)(x), and (b) all Encumbrances on the Company other than Permitted Encumbrances and all Encumbrances on the LLC Interests (other than those encumbrances set forth in the operating agreement), have been fully released and discharged to the satisfaction of Buyer; (ix) the certificate referred to in Section 7.1; (x) the resignation of W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as the Member‑Manager of the Company; and (xi) a certificate of non‑foreign status from each Seller in the form attached hereto as and satisfying the requirements of Treasury Regulations Section 1.1445‑2(b)(2). (b) At or prior to the Closing, Buyer shall deliver, or cause to be delivered, to Sellers: (i) an amount equal to the Purchase Price less the Escrow Payment (which Buyer shall pay to Escrow Agent at Closing); (ii) an assignment and assumption agreement in the form of Exhibit H2.4(a)(viii) transferring the LLC Interests to the Buyer, executed by the Buyer and the Company; (iii) the Gelernt Employment Agreement executed by the Company and the Buyer; (iv) a fully the B▇▇▇▇ Employment Agreement executed Support Agreement in by the form attached hereto as Exhibit ICompany and the Buyer; (v) the VCOC Letter Agreement, duly Angradi Compensation Agreement executed by the Purchaser; andCompany and the Buyer; (vi) the Prior Notice Letter duly certificate referred to in Section 8.1; (vii) the Escrow Agreement executed by ▇▇▇▇▇▇▇▇▇the Company and the Buyer; and (viii) the fully executed Gelernt Releases signed by First Tennessee Bank, Arc Light Financial Warehouse, LLC, and others set forth on Schedule 8.5, as applicable.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser each Investor the following (the “Company Deliverables”):following: (i) one or more stock certificates (or book-entry shares copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing the issuance of the such number of shares of Common Stock and Series D Preferred Stock Shares set forth opposite such Investor’s name on Exhibit A hereto under the signature page hereto to Purchaserheading “Common Shares”, registered in the name of Purchaser such Investor (or its nomineedesignee); (ii) one or more stock certificates (or copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Preferred Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Preferred Shares”, registered in the name of such Investor (or its designee); (iii) a Warrant, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares,” registered in the name of such Investor (or its designee); (iv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as of Exhibit ED, executed by such counsel and addressed delivered to Purchaserthe Investors and the Agents; (iiiv) approval by each applicable Trading Market of an additional shares listing application covering all of the Registration Rights Agreement, duly executed by the CompanyRegistrable Securities; (ivvi) a certificate evidencing the good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (vii) a certificate signed by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the Company conditions specified in Sections 5.1(a) and (b). (viii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Securities, (b) certifying the Articles current versions of Incorporation the certificate of incorporation, as amended, and Bylaws by-laws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On Prior to or prior to at the Closing DateClosing, Purchaser each Investor shall deliver or cause to be delivered to the Company Escrow Agent the following (purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchaser Deliverables”): (i) its Subscription Amount, Purchase Price” in U.S. United States dollars for such Investor’s Units and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the following deposit account provided by (the Company; (ii) the Registration Rights Agreement“Escrow Account”): ServisFirst Bank ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, duly executed by ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire▇, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 205.949.0319 CareDx, Inc. ServisFirst Bank as Escrow Agent 1110275524 Each disbursement of any such funds deposited into the Escrow Account shall be made in accordance with the Escrow Agreement, dated April 8, 2016, between ServisFirst Bank and the Company, and this Agreement.

Closing Deliveries. At the Closing: (a) On or prior the Stockholders will deliver to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):documents: (i) certificates or book-entry shares evidencing the issuance counterparts of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineethis Agreement duly executed by all such Stockholders; (ii) a legal opinion stock certificates representing the Shares, free and clear of Company Counselall claims, dated as of the Closing Date Liens and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaserencumbrances; (iii) the Registration Rights Agreement, duly an employment agreement executed by Ronald N. Andruff in the Companyfor▇ ▇▇ ▇▇▇▇▇▇▇ ▇-▇ to the LPOA and an employment agreement executed by Cherian Mathai in the form o▇ ▇▇▇▇▇▇▇ ▇-▇ to the LPOA; (iv) a certificate of the Secretary copy of the Company's charter documents, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated certified as of the Closing Date, (a) certifying the resolutions adopted a recent date by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares Operating Stockholders (upon receipt of the requisite approvalsas defined in Section 8 hereof), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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 certificatecertificate of status, dated as compliance, good standing or like certificate issued by the appropriate governmental official of the Closing Date Company's jurisdiction or organization and signed by its Chief Executive Officer or its Chief Financial Officer, certifying of each jurisdiction in which the Company is qualified to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto do business as Exhibit Ga foreign corporation; (vi) a Certificate of Existence for if requested by the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter AgreementPurchaser, duly executed letters of resignation from all of the officers (other than with respect to the positions of Ronald N. Andruff and Cheria▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇mplat▇▇ ▇▇ ▇▇▇ ▇▇▇▇oyment agreements referred to in clause (iii) above) and directors of the Company by which they resign from all of their positions as officers and/or directors of the Company; and (ixvii) a certificate of the Prior Notice Letter duly Operating Stockholders, dated the Closing Date, stating that: (i) all of the Company's current employees and contractors have executed and delivered to the Company agreements (in form and substance satisfactory to the Purchaser) with respect to maintaining the confidentiality of the Company's proprietary and/or confidential information and the assignment to the Company of any and all rights they might have or acquire with respect to technology, inventions, developments, etc., developed in connection with their employment or other engagement with the Company; (ii) each of the current key employees and contractors of the Company has executed and delivered to the Company an agreement not to compete with the Company (in form and substance satisfactory to the Purchaser); and (iii) all necessary agreements, consents and waivers of any person to the consummation of the transactions contemplated by this Agreement have been obtained by the Company. (b) On or prior The Purchaser will deliver the Purchase Price to the Closing DateStockholders' Representative (which shall consist of individual checks and stock certificates issued as indicated on Schedule II hereto, Purchaser shall deliver or cause to be delivered to less stock certificates representing ten percent (10%) of the Company the following globe.com Shares (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by "Escro▇ ▇▇▇▇▇▇▇▇▇; (iii") a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory which shall instead be delivered to an escrow agent pursuant to the Company Escrow Agreement as further described in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Section 2.3 below.

Closing Deliveries. (a) On or prior At the Closing, Iconic shall deliver to Company Members: (i) original copies of the Company Promissory Notes, each duly executed by Iconic; (ii) copies of the Pledge Agreements, each duly executed by Iconic; and (iii) a copy of the Intercreditor Agreement, duly executed by Iconic. (b) At the Closing, the Company shall issue, deliver or cause to be delivered by the respective Company Members, as applicable, to Purchaser the following (the “Company Deliverables”):Iconic: (i) certificates or book-entry shares evidencing a schedule setting forth each Company Member’s Pro Rata Portion of: (1) the issuance Cash Consideration; (2) the Stock Consideration; and (3) the Note Consideration (it being understood and agreed that the calculations set forth in such schedule shall be prepared in accordance with the Company’s Organizational Documents and the requirements of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeNJ Statute); (ii) a legal opinion of Company Counsel, dated as evidence of the Closing Date unwinding and termination of the contracts (including termination of any Liens related thereto) listed on Schedule 1.04(b)(ii); (iii) an assignment of membership interests from each Company Member in the form attached hereto as Exhibit EA, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, each duly executed by the Companyapplicable Company Member; (iv) a certificate from the chief financial officer of the Secretary Company certifying the amount of cash in the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated accounts as of the Closing Date(the “Balance Sheet Cash”); (v) a certificate from each Company Member pursuant to Treasury Regulations Section 1.1445-2(b)(2) that such Company Member is not a foreign person within the meaning of Section 1445 of the Code, or in the alternative, a valid and properly executed IRS Form W-9, Request for Taxpayer Identification Number and Certification; (avi) certifying a certificate from each Company Member pursuant to Treasury Regulations Section 1.1446(f)-2(b)(2) that such Company Member is not a foreign person within the resolutions adopted meaning of Section 1446(f)(1) of the Code, or in the alternative, a valid and properly executed IRS Form W-9, Request for Taxpayer Identification Number and Certification; (vii) copies of the Pledge Agreements, each duly executed by the Board applicable Company Member; (viii) a copy of Directors the Intercreditor Agreement, duly executed by each of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents Members; (ix) written resignation from ▇▇▇▇▇▇ ▇▇▇▇▇▇ as an officer and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf manager of the Company; (vx) a certificate, dated as copy of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerEntity Classification Election Withdrawal Request, certifying to the fulfillment of the conditions specified in Sections 5.1(a)along with all attachments, (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment filed with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the CompanyIRS; and (ixxi) the Prior Notice Letter duly executed a certified mail receipt, post-marked by the CompanyUnited States Postal Service, evidencing that the Entity Classification Election Withdrawal Request has been filed with the IRS. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

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) certificates this Agreement, duly executed by the Company; (ii) one or book-entry shares more stock certificates, evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or its nomineeas otherwise set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”); (iiiii) a legal opinion of Company CounselCounsel and in-house counsel of the Company, dated as of the Closing Date and in the form attached hereto as (and as divided between such counsel in) Exhibit EC, executed by such counsel and addressed to Purchaserthe Purchasers; (iiiiv) the Registration Rights Agreement, duly executed by the Company; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F 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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the Articles current versions of Incorporation the certificate or articles of incorporation, as amended, and Bylaws by-laws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GE; (vi) the Compliance Certificate referred to in Section 5.1(g); (vii) a Certificate certificate evidencing the formation and good standing of Existence for the Company from in its jurisdiction of formation issued by the Virginia Secretary of State Corporation Commission (or comparable office) of such jurisdiction, as of a date within five (5) Business Days of the Closing Date; and (viii) a certified copy of the Amended and a Certificate Restated Articles of Existence for the Bank from Incorporation, as certified by the Secretary of State of South Carolinathe State (or comparable office) of such entity’s jurisdiction of formation, each as of a date that is no more than three within ten (310) Business Days prior to of the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount, in U.S. 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 to the account provided by in accordance with the Company’s written wire instructions; (iiiii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇such Purchaser; (iiiiv) the Compliance Certificate referred to in Section 5.2(f); (v) a fully completed and duly executed Selling Stockholder Questionnaire, reasonably satisfactory to the Company, in the form attached as Annex B to the Registration Rights Agreement; and (vi) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company Company, and Stock Certificate Questionnaire in the form forms attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter AgreementExhibits B-1 and B-2 , duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Shares, either by delivery of one or more stock certificates evidencing the Shares or by book-entry shares evidencing transfer to the issuance of account(s) maintained by the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserPurchaser (or its designated custodian), registered in the name of the Purchaser or its nomineenominee (per its instructions) (the “Stock Certificates”); (iiiii) a legal opinion of Company Counselthe Company’s counsel, dated as of the Closing Date and in the form attached hereto as Exhibit EA, executed by such counsel and addressed to the Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”)B, 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 (the “Board”) approving the transactions contemplated by this Agreement, Agreement and the other Transaction Documents and Documents, including the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the Articles of Incorporation and Bylaws current versions of the Company in effect certificate of formation, as amended, and bylaws, as amended, of the Closing 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 certificatecertificate of the Chief Executive Officer and Chief Financial Officer of the Company, in the form attached hereto as Exhibit C, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G5.1(b); (vi) a Certificate certificate of Existence good standing for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Texas Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date;recent date; and (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed resignations contemplated by the Company; and (ix) the Prior Notice Letter duly executed by the CompanySection 4.17 hereof. (b) On or prior to the Closing DateClosing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amountthis Agreement, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided duly executed by the CompanyPurchaser; (ii) the Registration Rights Agreement, Patent Assignment duly executed by ▇▇▇▇▇▇▇▇▇the Purchaser; (iii) a fully completed true and duly executed Accredited Investor Questionnairecorrect copy of the Appraisal; (iv) a certificate of good standing for the Company from the Cayman Islands General Registry as of a recent date; and (v) a list of nominees of Persons to be nominated, reasonably satisfactory appointed, and/or elected to the Company Board of the Company; and (vi) a certificate of the Chief Executive Officer of the Purchaser, in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement D, dated as of the Closing Date, certifying to the fulfillment or waiver of the conditions in the form attached hereto as Exhibit I; (v) the VCOC Letter this Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. At the Closing: (a) On or prior CHC and each of the Other Sellers, as applicable, shall deliver to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):Purchaser: (i) certificates or book-entry shares evidencing share certificate(s) representing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered CHC New Shares in the name of Purchaser or and/or, in Purchaser’s sole and absolute discretion, as directed by Purchaser prior to the date hereof, the name(s) of other creditors and claimants of CHC and any of its nomineeSubsidiaries; (ii) a legal opinion of Company Counsel, dated as evidence of the Closing Date assignment and in transfer to Purchaser of the form attached hereto as Exhibit EAMAC Promissory Note, duly executed by such counsel CHC, in form and addressed substance reasonably satisfactory to Purchaser; (iii) evidence of the consents or approvals of the Persons whose consents or approvals are required for CHC and each of the Other Sellers to consummate the Contemplated Transactions, which consents are set forth on Schedule 2.3(a)(iii); (iv) releases in substantially the form attached hereto as Exhibit J, duly executed by the Sellers; (v) a certificate in substantially the form attached hereto as Exhibit K, duly executed by any Secretary, any Assistant Secretary or any manager, as applicable, of CHC and each of the Other Sellers, dated as of the date hereof; (vi) a certificate in substantially the form attached hereto as Exhibit U, duly executed by an executive officer of CHC, dated as of the date hereof; (vii) FIRPTA certificates in substantially the form attached hereto as Exhibit L, duly executed by an executive officer or manager as applicable, of CHC and each of the Other Sellers. (viii) each Registration Rights Agreement, duly executed by the CompanyCHC; (ivix) a certificate the Transition Services Agreement, duly executed by CHC and each of the Secretary Other Sellers party thereto; (x) the Sublease, duly executed by Centerline REIT and New CSI; (xi) the Management Agreement, duly executed by CHC and CCG; (xii) the Lock-up Agreements, duly executed by CHC, Related, Bank of America, N.A., ▇▇▇▇▇ Fargo Bank N.A. and Natixis Financial Products Inc.; (xiii) the Subservicing Agreements, duly executed by each of the Companyparties thereto; (xiv) the CDO/CMBS Assignment Agreements, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as duly executed by each of the Closing Dateparties thereto; (xv) the Software Assignment Agreement, duly executed by CCG and CSI; (axvi) certifying the resolutions adopted Software License, duly executed by CSI and CCG; (xvii) the Escrow Agreement, duly executed by CHC; (xviii) the Escrow Letter, duly executed by CHC; (xix) evidence that the Board of Directors Trustees of CHC shall have approved and adopted the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as amendment to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyCHC Bylaws set forth in Exhibit V; (vxx) a certificate, dated as evidence that the portion of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying Purchase Price set forth on Schedule 2.1(c) shall have been paid to the fulfillment of the conditions specified in Sections 5.1(aPersons set forth on Schedule 2.1(c), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G;; and (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (viixxi) evidence of the filing assignment and effectiveness transfer to Purchaser or any of its Subsidiaries of all Intellectual Property used in or necessary to carry on the business of any Acquired Entity, any Fund Entity and their respective Subsidiaries as currently conducted, which is not currently held by such Acquired Entity, Fund Entity or any of their Subsidiaries, duly executed by the owner or holder of such Intellectual Property in form and substance reasonably satisfactory to Purchaser. (b) CCG shall deliver to Purchaser: evidence of (i) the assignment and transfer to Purchaser of the Series D Articles of Amendment with the Virginia State Corporation Commission; CSI Interests, duly executed by CCG, in form and substance reasonably satisfactory to Purchaser, (viiiii) the VCOC substitution of Purchaser as sole member of New CSI, including a duly executed amendment to the limited liability company agreement of CSI admitting Purchaser as the sole member of New CSI, in form and substance reasonably satisfactory to Purchaser, (iii) the Fund I Promote Plans Letter Agreement, duly executed by the Company; and CCG, (ixiv) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Escrow Agreement, duly executed by CCG, and (v) the Escrow Letter, duly executed by CCG; (c) ARCAP 2004 RR3 shall deliver to Purchaser evidence of the assignment and transfer to Purchaser of the ARCAP 2004 RR3 Re-Remic Bonds, duly executed by RR3, in form and substance reasonably satisfactory to Purchaser. (d) ARCAP 2005 RR5 shall deliver to Purchaser evidence of the assignment and transfer to Purchaser of the ARCAP 2005 RR5 Re-Remic Bonds, duly executed by RR5, in form and substance reasonably satisfactory to Purchaser. (e) CFM shall deliver to Purchaser: evidence of (i) the assignment and transfer to Purchaser of the Fund II Interests, duly executed by CFM, in form and substance reasonably satisfactory to Purchaser, and (ii) the substitution of Purchaser as managing member of HY II and DIV II, including a duly executed amendment to the limited liability company agreements of HY II and DIV II, respectively, admitting Purchaser as the managing member of HY II and DIV II, in form and substance reasonably satisfactory to Purchaser. (f) CFM III shall deliver to Purchaser: evidence of (i) the assignment and transfer to Purchaser of the Fund III Interests, duly executed by CFM III, in form and substance reasonably satisfactory to Purchaser, (ii) the substitution of Purchaser as managing member of Fund III, including a duly executed amendment to the limited liability company agreement of Fund III, admitting Purchaser as the managing member of Fund III, in form and substance reasonably satisfactory to Purchaser and (iii) the assignment and transfer to Purchaser of the CFM III Promissory Note, in form and substance reasonably satisfactory to Purchaser. (g) Centerline REIT shall deliver to Purchaser: evidence of (i) the assignment and transfer to Purchaser of the ▇▇▇▇▇ Interests, duly executed by Centerline REIT, in form and substance reasonably satisfactory to Purchaser, duly executed by Centerline REIT, (ii) the substitution of Purchaser as the managing member of ▇▇▇▇▇, including a duly executed amendment to the limited liability company agreement of ▇▇▇▇▇ admitting Purchaser as the managing member of ▇▇▇▇▇, each in form and substance reasonably satisfactory to Purchaser, (iii) evidence of the assignment and transfer to Purchaser of the Centerline REIT Bonds, duly executed by Centerline REIT, in form and substance reasonably satisfactory to Purchaser, (iv) evidence of the assignment and transfer to Purchaser of the Centerline REIT Note, duly executed by Centerline REIT, in form and substance reasonably satisfactory to Purchaser, (v) the Assignment and Assumption Agreement, duly executed by Centerline REIT and CSI, and (vi) the ▇▇▇▇ of Sale, duly executed by Centerline REIT and CSI. (h) CMI shall deliver to Purchaser: evidence of (i) the assignment and transfer to Purchaser of the CUCA Interests, duly executed by CMI, in form and substance reasonably satisfactory to Purchaser, and (ii) the substitution of Purchaser as sole member of CUCA, including a duly executed amendment to the limited liability company agreement of CUCA, admitting Purchaser as the managing member of CUCA, in form and substance reasonably satisfactory to Purchaser. (i) The Sellers shall deliver to Purchaser opinions of (i) Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP and (ii) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., each dated as of the date hereof, in substantially the forms attached hereto as Exhibit M and Exhibit N, respectively. (j) Purchaser shall deliver to CHC: (i) the Purchase Price in accordance with Section 2.1(c); (iiiii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company certificate in substantially the form attached hereto as Exhibit HK, duly executed by the Secretary, Assistant Secretary or manager of Purchaser, dated as of the date hereof; (iviii) a fully executed Support Agreement the opinion of Proskauer Rose LLP, dated as of the date hereof, in substantially the form attached hereto as Exhibit IO; (iv) evidence of the consents or approvals of the Persons whose consents or approvals are required for Purchaser to consummate the Contemplated Transactions, which consents are set forth on Schedule 2.3(j)(iv); (v) each Registration Rights Agreement, duly executed by Purchaser and Island Manager, respectively; (vi) the VCOC Transition Services Agreement, duly executed by Purchaser; (vii) the Sublease, duly executed by Purchaser; (viii) the Management Agreement, duly executed by Island Manager; (ix) the Related Purchase Agreement, duly executed by Purchaser and Related; (x) the Fund I Promote Plans Letter Agreement, duly executed by the Purchaser; and; (vixi) evidence that the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇portion of the Purchase Price set forth on Schedule 2.1(c) shall have been paid to the Persons set forth on Schedule 2.1(c). (k) Except as provided in Section 6.14, the assignment and transfer to Purchaser (or its Affiliates) of the Fund I Bonds shall have occurred.

Closing Deliveries. (a) On or prior to At the Closing: Seller will deliver to Buyer (and Buyer hereby acknowledges receipt or waiver of the delivery of the following): the certificate or certificates representing the Shares, the Company shall issueduly endorsed in blank (or accompanied by duly executed stock powers in blank); all release documentation, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares reasonably required by, and in a form reasonably acceptable to, Buyer, evidencing the issuance release of all security arrangements over the Shares or assets of the number of shares of Common Stock Acquired Companies, and Series D Preferred Stock set forth on all guarantees entered into by the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and Acquired Companies; employment agreements in the form attached hereto as of Exhibit E2.5(a)(iii), executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate each of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by persons: P▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, R▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and P▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Designated Employees”) (collectively, the “Employment Agreements”); a noncompetition agreement in the form of Exhibit 2.5(a)(iv) with each of the Designated Employees (collectively, the “Employee Noncompetition Agreements”); an executed counterpart to a transition services agreement between Seller and Buyer in the form of Exhibit 2.5(a)(v) (the “Transition Services Agreement”); a certificate executed by the Chief Executive Officer of Seller as to the accuracy of Seller’s representations and warranties as of the Closing Date and as to its compliance with and performance of its covenants and obligations performed or complied with on or before the Closing Date under this Agreement; an opinion of R▇▇▇▇ P▇▇▇▇, dated the Closing Date, in the form of Exhibit 2.5(a)(vii); estoppel certificates or other substantially equivalent documents under applicable Law executed on behalf of Ascenda-Xinso Development (Suzhou) Co. Ltd., Shanghai Waigaoqiao Xin Development Co. Ltd., LaSalle National Trust, N.A., Successor Trustee to LaSalle National Bank, not individually, but as Trustee under Trust Agreement dated August 1, 1986 and known as Trust No. 111410 and Landacq Associates, dated as of a date not more than 5 days before the Closing Date, each in the form of Exhibit 2.5(a)(viii); and the certifications required by Section 11.14; written resignations and releases, in a form reasonably satisfactory to Buyer, from (A) the secretary and directors of the Company; (B) the secretary and directors of SSPEL (executed as a deed); and (C) the secretary and directors of SSPS and KESH; written resignation of the auditors of the Acquired Companies; copies of all existing bank mandates and statements of the bank balances of any account in the name of each of the Acquired Companies as at the close of business on the last business day before Closing together with a list of all unpresented cheques and uncleared cheques which upon presentation would be debited or credited to those accounts and the relevant cheque books; IRS Form 8023 executed by Seller as prepared by Buyer and agreed to by Seller; an escrow agreement in the form of Exhibit 2.5(a)(xiv) (the “Escrow Agreement”) executed by Seller and LaSalle Bank National Association (the “Escrow Agent”) of purchase price required; an ALTA Statement in the form of Exhibit 2.5(a)(xv) and such other documents, instruments, certificates, and confirmations as may be reasonably required by the Title Insurer to issue the Title Policy; and agreements, instruments and other documentation reasonably requested by Buyer pertaining to the Seller’s pre-Closing transactions set forth in Section 3.10 of Seller’s Disclosure Schedule. Buyer will deliver (and Seller hereby acknowledges receipt or waiver of delivery of the following): the sum of $47,250,000 by wire transfer of immediately available funds to the accounts that have been specified by Seller at least three days prior to Closing by Seller; an executed counterpart of the Transition Services Agreement; a certificate executed by the chief executive officer of Buyer as to the accuracy of Buyer’s representations and warranties as of the Closing Date and as to its compliance with and performance of its covenants and obligations to be performed or complied with on or before the Closing Date under this Agreement; an executed counterpart of each of the Employment Agreements; an executed counterpart of each of the Employee Noncompetition Agreements; IRS Form 8023 executed and signed by Buyer; an opinion of Buyer’s General Counsel, dated the Closing Date, in the form of Exhibit 2.5(b)(viii); an executed counterpart to the Escrow Agreement; the sum of $2,500,000 to the Escrow Agent by wire transfer to an account specified by the Escrow Agent; and an ALTA Statement in the form of Exhibit 2.5(a)(xv) and such other documents, instruments, certificates, and confirmations as may be reasonably required by the Title Insurer to issue the Title Policy. The Employment Agreements, Employee Noncompetition Agreements, Transition Services Agreement and the Escrow Agreement are collectively referred to as the “Ancillary Agreements.” SELLER PRE-CLOSING TRANSACTIONS Prior to Closing, Seller has executed, or will execute the transactions set forth in Section 3.10(a) of Seller’s Disclosure Schedule.

Closing Deliveries. (a) On or prior to At the Closing, the Company and the Representative shall issue, deliver or cause to be delivered to Purchaser Buyer each of the following (the “Company Deliverables”):following: (i) Stock certificates or book-entry shares evidencing representing the issuance of Arsenal Blocker Shares and executed stock powers transferring the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto Arsenal Blocker Shares to Purchaser, registered in the name of Purchaser or its nomineeBuyer; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”)certificates, dated as of the Closing Date, of (ax) certifying the resolutions adopted Company, stating that the conditions specified in Sections 9.01 and 9.02 with respect to the Company have been satisfied and (y) Arsenal Blocker Seller, stating that the conditions specified in Sections 9.01 and 9.02 with respect to Arsenal Blocker or Arsenal Blocker Seller, as applicable, have been satisfied; (iii) certificate from the Company in accordance with Treasury Regulation Section 1.1445-11T(b) in the form attached in hereto as Exhibit E and a certificate from Arsenal Blocker stating that such entity is not a "United States real property holding corporation" in the form attached hereto as Exhibit F; (iv) a copy of the certificate of formation of the Company, certified by the Board Secretary of Directors State of Delaware and a certificate of good standing of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance from Delaware dated within ten (10) days of the Pre-Amendment Shares and the Post Amendment Shares Closing Date; (upon receipt v) a copy of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws limited liability company agreement of the Company in effect as of certified by the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf secretary of the Company; (vvi) copies of the resolutions or written consent duly adopted by the Company's board of managers and the Unitholder Consent authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of the Transactions, certified by the secretary of the Company; (vii) the Escrow Agreement, duly executed by the Representative and the Escrow Agent; (viii) the Payoff Letters; (ix) written evidence of the termination of the Contracts set forth on Schedule 3.03(a)(ix); (x) releases from each of the Persons listed on Schedule 3.03(a)(x) from any claim such Person may have for any actions taken prior to the Effective Time other than claims for indemnification (including any rights incidental thereto such as advancement of expenses) in such Person's capacity as a certificatemanager, member of the board of directors, director or officer, in each case in form and substance reasonably satisfactory to Buyer; and (xi) resignations from the Persons listed on Schedule 3.03(a)(xi) as a manager, member of the board of managers, director or officer, as applicable, of Arsenal Blocker, the Company and its Subsidiaries. (b) At the Closing, Buyer and Merger Sub shall each deliver to the Representative: (i) certified copies of the resolutions duly adopted by the manager or board of managers or directors (or its equivalent governing body) and equityholders of Buyer, New Purchaser and Merger Sub authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated hereby, and the consummation of the Transactions; (ii) certificates, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officerof (x) Buyer, certifying to the fulfillment of stating that the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) 10.01 and 10.02 with respect to Buyer have been satisfied and (vy) Merger Sub, stating that the conditions specified in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission Sections 10.01 and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior 10.02 with respect to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the CompanyMerger Sub have been satisfied; and (ixiii) the Prior Notice Letter Escrow Agreement duly executed by the CompanyBuyer. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

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) certificates or book-this Agreement, duly executed by the Company; (ii) evidence of a book entry shares position, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser or its nomineeas set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto; (iiiii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit EC, executed by such counsel and addressed to Purchaserthe Purchasers; (iiiiv) the Registration Rights Agreement, duly executed by the Company; (ivv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent in the form attached hereto as Exhibit D; (vi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F 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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the Articles current versions of Incorporation the certificate of incorporation, as amended, and Bylaws by-laws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GE; (vivii) the Compliance Certificate referred to in Section 5.1(h); (viii) a Certificate Lock-Up Agreement, substantially in the form of Existence for Exhibit H hereto (the “Lock-Up Agreement”) executed by each person listed on Exhibit I hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing Date; (ix) a certificate evidencing the formation and good standing of the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from issued by the Secretary of State (or comparable office) of South Carolina, each the State of Delaware as of a date that is no more than within three (3) Business Days prior to of the Closing Date; (viix) evidence a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of Texas, as of a date within three (3) Business Days of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation CommissionClosing Date; (viiixi) a certificate evidencing the VCOC Letter Agreement, duly executed Company’s good standing issued by the CompanySecretary of State (or comparable office) of California, as of a date within three (3) Business Days of the Closing Date; and (ixxii) a certified copy of the Prior Notice Letter duly executed certificate of incorporation, as certified by the CompanySecretary of State (or comparable office) of the State of Delaware as of a date within three (3) Business Days of the Closing Date. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (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 to the account provided by the CompanyEscrow Account, as set forth on Exhibit G attached hereto; (iiiii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇such Purchaser; (iiiiv) 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, reasonably satisfactory to the Company Company, and Stock Certificate Questionnaire in the form forms attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter AgreementExhibits B-1 and B-2, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇respectively.

Closing Deliveries. (ai) On or prior to At the Closing, Kauf▇▇▇, ▇▇mu▇▇ ▇▇▇ the Company shall issueCompany, as applicable, will deliver or cause to be delivered to Purchaser Superior the following items: (A) certificates evidencing all of the “shares of Company Deliverables”):Common being sold hereunder by such Person, together with an assignment separate from certificate or duly endorsed in a form sufficient to effect the transfer thereof to Superior; (B) executed counterparts of each of the Registration Agreement in the form set forth in Exhibit B attached hereto ("REGISTRATION AGREEMENT"), the Confidentiality, Non-Competition and Non-Solicitation Agreement in the form set forth in Exhibit C attached hereto (NON-COMPETITION AGREEMENT") and the Employment Agreement; (C) executed counterparts of employment agreements between Superior and each of Kumura and Matt▇▇▇ (▇▇e "KUMU▇▇ AND MATT▇▇▇ ▇▇▇LOYMENT AGREEMENTS"); (D) all of the third party consents and approvals set forth on Section 3.2(c) of the Company Disclosure Schedule, in form and substance satisfactory to Superior, without payment by or liability to the Company; (i) certificates or book-entry shares evidencing the issuance a copy of the number of shares of Common Stock director and Series D Preferred Stock set forth stockholder resolutions by which all corporate actions on the part of the Company necessary to approve this Agreement were taken, certified by the Secretary of the Company; (ii) an incumbency certificate signed by an officer or officers of the Company certifying the signature page hereto and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; (iii) a copy of the Company's Articles of Incorporation, as amended to Purchaserdate, registered certified by the Secretary of State of California; and (iv) good standing certificates for the Company, issued as of a recent date, by the appropriate governmental agency for the Company's state of incorporation and for each other jurisdiction, if any, in which the name of Purchaser or its nomineeCompany is required to be qualified to do business as a foreign corporation; (iiF) a legal executed counterparts of the Deferred Compensation Agreements; (G) an opinion of with respect to the matters set forth in Exhibit A attached hereto, from McDe▇▇▇▇▇, ▇▇ll & Emer▇, counsel to the Company Counseland Kauf▇▇▇, ▇▇dressed to Superior and dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to PurchaserDate; (iiiH) the Registration Rights Agreementcertificates, duly executed in form and substance reasonably satisfactory to Superior, signed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “'s Secretary’s Certificate”), dated as of the Closing Date, identifying the following documents to be delivered therewith: (ai) certifying the resolutions adopted by minute books of the Board Company, which shall contain minutes of Directors all meetings (or consents to action in lieu thereof) of the directors and shareholders of the Company from their inception to the date thereof; (ii) the corporate seal of the Company, if any; (iii) certified copies of the By-Laws of the Company as in effect on the date thereof; (iv) all stock certificate books and stock ledgers of the Company; and (v) such other documents or a duly authorized committee thereof approving instruments as Superior may reasonably request to carry out the transactions contemplated by intents and purposes of this Agreement, the and such minute books, stock certificate books and other Transaction Documents documents shall be complete, accurate and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)sufficient, (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures reasonable satisfaction of Superior and authority of persons signing the Transaction Documents and related documents on behalf of the Companyits counsel; (vI) a certificateexecuted documentation evidencing the termination of (1) the Stock Trust Agreement, dated as of December 19, 1996, by and among the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerCompany, certifying Kauf▇▇▇ ▇▇▇ Tom ▇▇▇▇▇▇ ▇▇▇ (2) the $50,000 promissory note dated January 1, 1992, from the Company to the fulfillment of the conditions specified in Sections 5.1(aKauf▇▇▇ (▇▇e "COMPANY NOTE"), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (viJ) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolinasuch other certificates, each documents and/or instruments as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanySuperior may reasonably request. (bii) On At the Closing, Superior or prior to the Closing DateHoldings, Purchaser shall as applicable, will deliver or cause to be delivered to the Company Kauf▇▇▇ ▇▇▇ Kumu▇▇, ▇▇ere applicable, the following items: (A) wire transfer of immediately available funds to respective accounts designated by Kauf▇▇▇ ▇▇▇ Kumura in the “Purchaser Deliverables”):amount of their respective Pro Rata Percentage of the Cash Portion; (B) executed counterparts of the Registration Agreement, Non-Competition Agreement, Employment Agreement (and related letter agreement) and the Kumura and Matt▇▇▇ ▇▇▇loyment Agreements; (C) duly executed and authenticated certificates in the name of Kauf▇▇▇ ▇▇▇ Kumura or their nominees evidencing their respective Pro Rata Percentage of the Payment Shares; (D) (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in a copy of the amount indicated below Purchaser’s name text of the resolutions by which all corporate action on the part of Superior and Holdings necessary to approve this Agreement were taken, certified by their respective corporate secretaries, (ii) an incumbency certificate signed by an officer of each of Superior and Holdings certifying the signature page hereto under the heading “Aggregate Purchase Price and office of each officer executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto, (Subscription Amount)” by wire transfer to the account provided iii) Certified Certificates of Incorporation of each of Superior and Holdings issued by the Companysecretary of State of the States of Michigan and Delaware, respectively, and (iv) Good Standing Certificates of each of Superior and Holdings issued by the secretary of State of the States of Michigan and Delaware, respectively; (iiE) the Registration Rights Agreement, duly executed by an opinion from Sach▇▇▇▇ & ▇eav▇▇, ▇▇▇▇; (iii) a fully completed d., outside counsel to Superior and duly executed Accredited Investor QuestionnaireHoldings, reasonably satisfactory with respect to the matters set forth in Exhibit D attached hereto addressed to the Company in and Kauf▇▇▇ ▇▇▇ dated as of the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the PurchaserClosing Date; and (viF) the Prior Notice Letter duly executed by such other certificates, documents and/or instruments as Kauf▇▇▇ ▇▇▇▇▇▇▇▇ reasonably request.

Closing Deliveries. (a) On At or prior to the Closing, the Company Newhall Companies shall issuedeliver, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):delivered: (i) certificates or book-entry shares evidencing the issuance to each of the number of shares of Common Stock and Series D Preferred Stock set forth on Hunters Point Investors, a Hunters Point Assignment, duly executed by the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeOperating Company; (ii) a legal opinion of Company Counsel, dated as to each of the Closing Date and in the form attached hereto as Exhibit EEl Toro Investors, an El Toro Assignment, duly executed by such counsel and addressed to Purchaserthe Operating Company; (iii) to the Hunters Point Venture, an El Toro Assignment, duly executed by the Operating Company; (iv) to each of the Five Point Investors, a Five Point Assignment, duly executed by the Operating Company; (v) to each of Lennar CA, ▇▇. ▇▇▇▇▇▇ and the Hunters Point Venture, a Newhall Land Assignment, duly executed by the Operating Company; (vi) to each of the Hunters Point Investors, the Hunters Point LLC Agreement, duly executed by the Operating Company, as manager; (vii) to each of the El Toro Investors, the El Toro LLC Agreement, duly executed by the Operating Company; (viii) to each of the Hunters Point Investors and the Five Point Investors, the Operating Company LLC Agreement, duly executed by the Company, as manager; (ix) to each of the Investors (other than the Selling Investors) and the other parties named therein, the Registration Rights Agreement, duly executed by the Company; (ivx) a certificate to each of the Secretary of Investors and the Company, in the form attached hereto as Exhibit F (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 Agreementother parties named therein, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Tax Receivable Agreement, duly executed by each of the Company and the Operating Company; (xi) to the Five Point Investors, the Five Point LP Agreement, duly executed by each of the Operating Company and Five Point Inc.; (xii) to each of the Investors (other than the Selling Investors), a statement of account summarizing its ownership of Units and Class B Shares; (xiii) to the Company, a Non-Foreign Affidavit, duly executed by Newhall Holding; (xiv) to the El Toro Venture, a Non-Foreign Affidavit, duly executed by the Operating Company; (xv) to each of Starwood and the El Toro Owner, the Starwood Assignment, duly executed by the Operating Company; and (ixxvi) to each of FPC-HF, Five Point Inc. and the Prior Notice Letter El Toro Owner, an FPC-HF Assignment, duly executed by the Operating Company. (b) On At or prior to the Closing DateClosing, Purchaser each of the Hunters Point Investors shall deliver deliver, or cause to be delivered to the Company the following (the “Purchaser Deliverables”):delivered: (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided Operating Company, a Hunters Point Assignment, duly executed by the Companysuch Investor; (ii) to the Operating Company, an El Toro Assignment, duly executed by the Hunters Point Venture; (iii) to each of the Operating Company, a Newhall Land Assignment, duly executed by the Hunters Point Venture; (iv) to the Five Point Venture, a Newhall Land Assignment, duly executed by the Hunters Point Venture; (v) to the Newhall Companies and the Five Point Investors, the Operating Company LLC Agreement, duly executed by such Investor; (vi) to the Company, the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇such Investor; (vii) to the Company, the Tax Receivable Agreement, duly executed by such Investor; and (viii) to the Operating Company, a Non-Foreign Affidavit, duly executed by such Investor. (c) At or prior to the Closing, each of the El Toro Investors shall deliver, or cause to be delivered: (i) to the Operating Company, an El Toro Assignment, duly executed by such Investor (only in the case of the Selling Investors); (ii) to the Operating Company, the El Toro LLC Agreement, duly executed by such Investor; (iii) a fully completed and to the Company, the Registration Rights Agreement, duly executed Accredited by such Investor Questionnaire, reasonably satisfactory to the Company (only in the form attached hereto as Exhibit Hcase of Lennar HF and FPC-HF); (iv) a fully to the Company, the Tax Receivable Agreement, duly executed Support Agreement in the form attached hereto as Exhibit Iby such Investor; (v) to the VCOC Letter Operating Company, a Non-Foreign Affidavit, duly executed by such Investor; (vi) to the Operating Company, the Starwood Incentive Compensation Assignment, duly executed by Starwood and the El Toro Owner; and (vii) to each of FPC-HF, the Operating Company, Five Point LP and Five Point Inc., applicable FPC-HF Assignments, each duly executed by the El Toro Owner. (d) At or prior to the Closing, each of the Five Point Investors shall deliver, or cause to be delivered: (i) to the Operating Company, a Five Point Assignment, duly executed by such Investor; (ii) to the Hunters Point Venture, a Newhall Land Assignment, duly executed by Five Point LP and Five Point Inc. (as nominee for the benefit of Five Point LP); (iii) to the Newhall Companies and the Hunters Point Investors, the Operating Company LLC Agreement, duly executed by such Investor; (iv) to the PurchaserCompany, the Registration Rights Agreement, duly executed by such Investor; (v) to the Company, the Tax Receivable Agreement, duly executed by such Investor; (vi) to the Operating Company, a Newhall Land Assignment, duly executed by such Investor; (vii) to the Operating Company and Five Point Inc., the Five Point LP Agreement, duly executed by such Investor; (viii) to the Operating Company, a Non-Foreign Affidavit, duly executed by such Investor; and (viix) to each of FPC-HF, the Prior Notice Letter Operating Company and the El Toro Owner, applicable FPC-HF Assignments, each duly executed by ▇▇▇▇▇▇▇▇▇Five Point LP and/or Five Point Inc., as applicable. (e) At or prior to the Closing, (i) Five Point LP shall deliver, or cause to be delivered, to the El Toro Venture, a Non-Foreign Affidavit, duly executed by Five Point LP, and (ii) Five Point Inc. shall deliver, or cause to be delivered, to the El Toro Venture, an Amended and Restated Development Management Agreement, duly executed by Five Point Inc.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company Seller shall issuedeliver, deliver or cause to be delivered delivered, to Purchaser Buyer the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing all Equity Securities, together with duly executed instruments of transfer with respect to the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeEquity Securities; (ii) a legal opinion the written resignations of Company Counsel, dated as each director and officer of the Closing Date and in Company as requested by the form attached hereto as Exhibit E, executed by such counsel and addressed to PurchaserBuyer; (iii) a duly completed and executed certification from Seller certifying that Seller is not a foreign person within the Registration Rights Agreement, duly executed by the Companymeaning of Code Section 1445; (iv) a certificate from the secretary or an assistant secretary (or equivalent officer) of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”)Seller, dated as of the Closing Date, in form and substance satisfactory to Buyer, certifying that: (aA) certifying the certificate of formation and limited liability company agreement of Seller attached to such certificate are true, correct and complete, (B) such documents referred to in clause (A) above have been in full force and effect in the form attached to such certificate from and after the date of the adoption of the resolutions adopted by referred to in clause (C) below and no amendment to such documents has occurred from and after the Board of Directors date of the Company or a duly authorized committee thereof approving last amendment annexed thereto, and (C) the transactions contemplated by resolutions of the members and managers of Seller attached to such certificate, which authorize this Agreement, the other Transaction Documents to which Seller is a party, and the issuance of the Pre-Amendment Shares transactions contemplated hereby and the Post Amendment Shares thereby, were duly adopted at a duly convened meeting thereof (upon receipt of the requisite approvals)at which a quorum was present and acting throughout) or by written consent, (b) certifying the Articles of Incorporation remain in full force and Bylaws of the Company in effect as of the Closing effect, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyhave not been amended, rescinded or modified; (v) a certificatecertificate from the secretary or an assistant secretary (or equivalent officer) of the Company, dated as of the Closing Date Date, in form and signed by its Chief Executive Officer or its Chief Financial Officersubstance satisfactory to Buyer, certifying to that: (A) the fulfillment certificate of incorporation and bylaws of the conditions specified in Sections 5.1(a)Company attached to such certificate are true, correct and complete, (b), B) such documents referred to in clause (d), (f), (g), (h), (i), (n), (oA) (p) above have been in full force and (v) effect in the form attached hereto as Exhibit Gto such certificate from and after the date of the adoption of the resolutions referred to in clause (C) below and no amendment to such documents has occurred from and after the date of the last amendment annexed thereto, and (C) the resolutions of the board of directors and shareholders of the Company attached to such certificate, which authorize this Agreement, the Transaction Documents to which the Company is a party, and the transactions contemplated hereby and thereby, were duly adopted at a duly convened meeting thereof (at which a quorum was present and acting throughout) or by written consent, remain in full force and effect, and have not been amended, rescinded or modified; (vi) a Certificate certificate of Existence for the secretary or an assistant secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder; (vii) a certificate of the secretary or an assistant secretary (or equivalent officer) of the Company from certifying the Virginia State Corporation Commission names and signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder; (viii) for each of Seller and the Company, a Certificate certificate of Existence for the Bank good standing from the Secretary of State of South Carolinathe State of Delaware and from each jurisdiction in which the Company or Seller is qualified as a foreign corporation or limited liability company, as applicable, in each case as of a date that is no more not earlier than three (3) Business Days 10 days prior to the Closing Date; (viiix) evidence restrictive covenant agreements, each in substantially the form attached hereto as Exhibit A (the “Restrictive Covenant Agreement”), duly executed by each of Seller and the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation CommissionEquityholders; (viiix) duly executed restrictive covenant agreements, in a form acceptable to Buyer, from those employees of the Company listed on Section 1.5(a)(x)of the Seller Disclosure Schedule; (xi) any applicable Payoff Letters (including any lien releases referenced therein); (xii) all consents or waivers of third parties that are set forth on Section 1.5(a)(xii) of the Seller Disclosure Schedule and designated as “required” on that schedule; (xiii) the VCOC Letter Escrow Agreement, duly executed by the Company; andSeller; (ixxiv) the Prior Notice Letter an employment agreement duly executed by each of the Company. (bPersons set forth on Section 1.5(a)(xiv) On or prior to of the Closing DateSeller Disclosure Schedule, Purchaser shall deliver or cause to be delivered to each substantially in the Company the following form attached hereto as Exhibit B (the “Purchaser DeliverablesEmployment Agreements”):); (ixv) its Subscription Amountthe assignment of all Company IP and Registered IP (the “IP Assignment”), in U.S. dollars and in immediately available fundssubstantially the form attached hereto as Exhibit C, duly executed by Seller; (xvi) the registration rights agreement (the “Registration Rights Agreement”), in substantially the amount indicated below Purchaser’s name on form attached hereto as Exhibit D, duly executed by Park; (xvii) evidence satisfactory to Buyer that Seller has secured tail policies from its insurer with respect to each of the signature page hereto under insurance policies listed in Section 1.5(a)(xvii) (the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer Tail Policy”) of the Seller Disclosure Schedule, which in each case, to the account provided extent possible, such Tail Policy shall name the Buyer as an additional insured; (xviii) evidence satisfactory to Buyer that (A) Seller is the sole owner of all Equity Securities and that such Equity Securities are the only outstanding shares of capital stock of the Company, and (B) CID Resources Canada, Inc., the Company’s wholly-owned subsidiary (the “Canadian Subsidiary”), has been dissolved by the Company; (iixix) the Registration Rights Agreementa legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, duly executed by counsel to Seller, and Wick ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory counsel to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇, each in the form attached as Exhibit E; (xx) the support agreement (the “Support Agreement”), in the form attached as Exhibit F, duly executed by each of Public Safety CID, LLC, a Delaware limited liability company, Public Safety Supply Resources Holdings, LLC, a Delaware limited liability company and Prophet Equity LP, a Delaware limited partnership; and (xxi) a funds flow agreement, in form and substance reasonably satisfactory to the Parties, describing the manner in which the Estimated Closing Payment will be paid at Closing (the “Funds Flow Agreement”), duly executed by Seller. (b) On the Closing Date, in addition to the payments to be made pursuant to Section 1.3 and the issuance of the Buyer Shares pursuant to Section 1.6, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer, dated as of the Closing Date, in form and substance satisfactory to Seller, certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, the Transaction Documents to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, were duly adopted at a duly commenced meeting thereof (at which a quorum was present and acting throughout) or by written consent, and that all such resolutions are in full force and effect, have not been amended, rescinded, or modified, and are all the resolutions adopted in connection with the transactions contemplated hereby; (ii) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a certificate of good standing (or comparable certificate) from the appropriate Governmental Authority of the jurisdiction in which Buyer is organized, as of a date not earlier than 10 days prior to the Closing Date; (iv) evidence reasonably satisfactory to Seller that the R&W Policy and the Excess Policy has been obtained by Buyer and is in full force and effect at the Closing; (v) duly executed counterparts of each Restrictive Covenant Agreement; (vi) duly executed counterparts of the Employment Agreements; (vii) duly executed counterpart of the IP Assignment; (viii) duly executed counterpart of the Registration Rights Agreement; (ix) duly executed counterpart of the Escrow Agreement; and (x) duly executed counterpart of the Support Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, FLRish will deliver (or cause to be delivered delivered) to Purchaser the following (the “Company Deliverables”):Lineage: (i) certificates or book-entry shares evidencing the issuance copies of the number of shares of Common Stock and Series D Preferred Stock set forth any consents listed on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeSchedule 7.6; (ii) a legal opinion certificate of Company CounselFLRish certifying that is has obtained the written consent of the FLRish shareholders approving the Merger and the transaction contemplated hereunder, including the exchange of the FLRish Common Shares for the FLRish Merger Consideration at the ratios set forth in Section 2.6 hereof; (iii) copies of the Fundamental Documents of FLRish; (iv) copies of the resolutions of the Board of Directors of FLRish authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (v) incumbency certificates of FLRish for the Transaction Documents; (vi) a certificate issued by the Secretary of State of the State of California, as of a date not more than five (5) days before the Closing Date, evidencing the good standing of the Companies and the Controlled Entities; (vii) counterpart of each Employment Agreement for the Management Team, duly executed by each of the Management Team individuals, as applicable; (viii) a counterpart of an Escrow Agreement in a form to be mutually agreed to by FLRish and Lineage, duly executed by the Persons listed on Schedule 9.11 hereto; (ix) a waiver from the holders of FLRish Series A-1 Preferred Shares of any rights arising from the provisions relating to a “Deemed Liquidation Event” as such term is defined in the FLRish Amended and Restated Articles of Incorporation; (x) a properly executed statement, dated as of the Closing Date Date, in accordance with United States Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that an interest in FLRish is not a U.S. real property interest within the meaning of Section 897(c) of the Code, together with the required notice to the IRS; (xi) corporate and securities law opinions in a form attached hereto reasonably acceptable to Lineage; (xii) representation letters in forms reasonably acceptable to Lineage signed by each of the Controlled Entities (the “Representation Letters”), and bring-down certificates dated as Exhibit Eof the Closing Date; (xiii) any other items to be delivered by FLRish under the terms and provisions of this Agreement and such other documents as may be reasonably requested by counsel for Lineage. (b) At the Closing, Lineage will deliver to FLRish: (i) a counterpart of the Escrow Agreement duly executed by such counsel Lineage; (ii) a certificate issued by the Ministry of Government and addressed to PurchaserConsumer Services of the Province of Ontario, as of a date not more than five (5) days before the Closing Date, evidencing the good standing of Lineage; (iii) the Registration Rights Agreement, duly executed a certificate issued by the CompanySecretary of State of the State of Delaware, as of a date not more than five (5) days before the Closing Date, evidencing the good standing of Merger Sub; (iv) a certificate of the Secretary Lineage which certifies: (1) that Lineage has called a special meeting of the Company, in the form attached hereto as Exhibit F shareholders of Lineage (the “Secretary’s CertificateLineage Special Meeting”)) and prepared and mailed the Lineage Circular to the holders of Lineage Common Shares and that Lineage has not amended or supplemented, dated as of not is it legally required to do so under Applicable Securities Laws, the Closing Date, Lineage Circular and Lineage has obtained the Requisite Lineage Shareholder Approval approving (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Merger, (b) certifying the Articles of Incorporation creation and Bylaws issuance of the Company in effect as Lineage Special Shares, the creation and issuance of the Closing Subordinate Voting Shares and the Multiple Voting Shares, and the reclassification of the Lineage Common Shares into Subordinate Voting Shares, (c) certifying the reconstitution of the board of directors of Lineage as set out in Section 2.5(c); (d) the change of name of Lineage to “Harborside, Inc.”; (e) the adoption of an employee equity incentive plan in the form required to replace the employee equity incentive plan grants issued by FLRish as its successor in interest to such grants; (f) the filing of the Stock Dividend Articles of Amendment; (g) the filing of the Merger Articles of Amendment; (h) the approval of amended and restated Lineage bylaws; and (i) such other matters as may be required in order to give effect to the signatures and authority of persons signing transactions contemplated hereunder, including the Transaction Documents and related documents on behalf conversion of the CompanyFLRish Common Shares for the FLRish Merger Consideration at the ratios set forth in Section 2.6 hereof; and (2) that Lineage has filed the Merger Articles of Amendment which effected the Consolidation, the Name Change and reclassification of the Lineage Common Shares into Subordinate Voting Shares and the creation of Multiple Voting Shares and has filed all requisite documents and certificates in accordance with Applicable Laws; (v) Stock Dividend Articles of Amendment filed with the Ministry of Government and Consumer Services of the Province of Ontario; (vi) Merger Articles of Amendment filed with the Ministry of Government and Consumer Services of the Province of Ontario; (vii) certified copies of the resolutions of Lineage’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (viii) evidence of the conditional approval of the CSE for the Merger and all ancillary transactions; (ix) corporate and securities law opinions in a certificate, form reasonably acceptable to FLRish; (x) evidence of Lineage’s declaration of a stock dividend or right to the Lineage shareholders on the Record Date; (xi) a bring-down certificate signed by Agris Farms dated as of the Closing Date in a form acceptable to FLRish, which approval shall not be unreasonably withheld, stating the representations and signed by its Chief Executive Officer or its Chief Financial Officer, certifying warranties of Agris Farms contained in the definitive agreement with respect to the fulfillment Agris Purchase (including any tax obligations arising from the application of IRC Section 280E) shall have been true and correct as of the conditions specified Closing Date in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) all material respects with the same force and (v) in the form attached hereto effect as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission if such representations and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each warranties had been made on and as of a date that is no more than three (3) Business Days prior to the Closing Date; (viixii) evidence a bring-down certificate signed by ▇▇▇ dated as of the filing Closing Date in a form acceptable to FLRish, which approval shall not be unreasonably withheld, stating the representations and effectiveness warranties of Lux contained in the definitive agreement with respect to the Lux Purchase shall have been true and correct as of the Series D Articles of Amendment Closing Date in all material respects with the Virginia State Corporation Commissionsame force and effect as if such representations and warranties had been made on and as of the Closing Date; (viiixiii) any other items to be delivered by Lineage under the VCOC Letter Agreement, duly executed terms and provisions of this Agreement and such other documents as may be reasonably requested by counsel for the Company; and (ixxiv) FLRish shall have received gross proceeds in the Prior Notice Letter duly executed by the Company. Concurrent Financing of at least Ten Million Canadian Dollars (bCAD$10,000,000) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser DeliverablesMinimum Offering”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (a) On Prior to or prior to at the Closing, the Company and the Sellers, as applicable, shall issue, deliver or cause to be have delivered to Purchaser the following (the “Company Deliverables”):closing documents in form and substance reasonably acceptable to Newco's counsel: (i) certificates or book-entry shares evidencing the issuance a certificate of the number President or a Vice President of shares the Company and the Seller Representative, dated the Closing Date, to the effect that (1) the Person signing such certificate is familiar with this Agreement and (2) the conditions specified in Section 6.2(a) and (b) have been satisfied (provided that such certificate shall, on its face and by its terms, terminate at the end of Common Stock the Closing Date and Series D Preferred Stock set forth on no liability shall result thereunder after the signature page hereto Closing Date, except with respect to Purchaserthe representations and warranties of the Company or the Sellers, registered in as the name of Purchaser or its nomineecase may be, that survive pursuant to Section 8.4.); (ii) a legal opinion certificate of Company Counselthe Secretary or Assistant Secretary of the Company, dated the Closing Date, as to the incumbency of any officer of the Closing Date Company executing this Agreement or any document related thereto and in the form attached hereto covering such other matters as Exhibit E, executed by such counsel and addressed to PurchaserNewco may reasonably request; (iii) a certified copy of the Registration Rights Agreement, duly executed by resolutions of the Company's Board of Directors authorizing the execution, delivery and consummation of this Agreement and the transactions contemplated hereby; (iv) a certificate certified copy of the Secretary resolutions of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors shareholders of the Company or a duly authorized committee thereof adopting and approving the transactions contemplated by this Agreement, the other Transaction Merger Documents and the issuance of the Pre-Amendment Shares transactions contemplated hereby and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companythereby; (v) copies of, or other proof in a certificateform reasonably acceptable to the Newco that, dated all authorizations, registrations, consents and approvals disclosed in Schedule 3.4 as necessary for the execution, delivery or performance of this Agreement or the consummation of the Closing Date and signed transactions contemplated hereby by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GNewco; (vi) a Certificate of Existence for good standing certificates with respect to the Company and each of the Subsidiaries, together with certified charter documents from the Virginia State Corporation Commission secretary of state of their respective states of incorporation, along with certified copies of the bylaws of the Company and a Certificate each of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date;Subsidiaries; and (vii) evidence of such other documents or instruments as Newco reasonably requests to effect the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Companytransactions contemplated hereby. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. At the Closing, subject to and on the terms and conditions set forth in this Agreement, (a) On or prior the Buyer shall deliver to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser Seller each of the following (the “Company Deliverables”):documents: (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Escrow Agreement, duly executed by the CompanyBuyer; (ii) any other Ancillary Agreements, duly executed by Buyer and its Affiliates who are a party thereto; and (iii) a good standing certificate with respect to the Buyer certified by the Secretary of State of the State of Buyer’s incorporation as of a date not more than thirty (30) days prior to the Closing Date. (b) the Seller shall deliver to the Buyer each of the following documents: (i) stock certificates representing the Stock, duly endorsed in blank form for transfer or accompanied by appropriate stock powers duly executed in blank together with the minute books of the Companies; (ii) stock certificates and minute books for each Target Group Member other than the Companies; (iii) consents to assignment of Material Contracts and Permits identified in Schedule 2.4(b)(iii); (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Escrow Agreement, duly executed by the Company; andSeller; (ixv) the Prior Notice Letter any other Ancillary Agreements, duly executed by the Company.Seller and his Affiliates who are a party thereto; (bvi) On or the resignation effective as of the Closing from each director and officer of each Target Group Member in writing; (vii) a good standing certificate with respect to each of the Companies certified by the Secretary of State of its state of incorporation, as of a date not more than thirty (30) days prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (viviii) an affidavit of non-foreign status of the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Seller, in form and substance reasonably acceptable to the Buyer, that complies with Section 1445 of the Code.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver have delivered or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause caused to be delivered to the Company Subscribers the following (the “Purchaser Deliverables”):following: (i) its Subscription Amountthis Agreement, in U.S. dollars the Escrow Agreement and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided all Transaction Documents duly executed by the Company; (ii) the Registration Rights AgreementSecond Omnibus Waiver and Modification Agreement (“Waiver”), duly being executed by ▇▇▇▇▇▇▇▇▇the Company and the required parties to the Waiver as described in such Waiver; (iii) a fully completed and duly executed Accredited Investor Questionnairelegal opinion of the Company’s counsel, reasonably satisfactory to the Company substantially in the form of Exhibit B attached hereto as Exhibit Hhereto; (iv) a fully executed Support Agreement in letters of resignation from the form attached hereto Company’s officers, with such resignations as Exhibit Ito all of the offices such officer currently holds with the Company to be effective on the Closing Date; (v) a certificate of the VCOC Letter AgreementChief Executive Officer of the Company, duly executed dated as of the Closing Date, certifying as to (i) the incumbency of officers of the Company executing this Agreement and the Transaction Documents, (ii) a copy of the Certificate of Incorporation and By-Laws of the Company, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of the Company authorizing and approving the Company’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (vi) a certificate from an authorized officer attesting that all of the Company’s representation and warranties herein are accurate and true in all material respects as of the Closing Date (unless as of a specific date therein in which case they shall be accurate and true as of such date); (vii) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by the PurchaserSubscribers with respect to the Company; and (viviii) such other documents as the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Subscribers may reasonably request in connection with the transactions contemplated hereby.

Closing Deliveries. (a) On Parent and Merger Sub shall have received, at or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):following: (i) certificates a certificate executed by the Secretary or book-entry shares evidencing the issuance other appropriate officer, of the number Company certifying as of shares the date of Common Stock Closing (i) a true and Series D Preferred Stock set forth on correct copy of the signature page hereto to PurchaserFifth Amended and Restated Certificate of Incorporation of the Company, registered in (ii) a true and correct copy of the name Bylaws of Purchaser or its nomineethe Company, and (iii) incumbency matters; (ii) a legal opinion copy of the Fifth Amended and Restated Certificate of Incorporation of the Company Counseland all amendments thereto, dated certified as of a recent date by the Closing Date and in Secretary of State of the form attached hereto as Exhibit E, executed by such counsel and addressed to PurchaserState of Delaware or other appropriate governmental official; (iii) a certificate of the Registration Rights Agreement, duly executed by appropriate Secretary of State of the CompanyState of Delaware certifying the existence of the Company in its respective jurisdiction of organization and all other states where it is qualified to do business; (iv) a certificate physical possession of the Secretary of the Companyall original minute books, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company corporate seals and stock or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf equity ownership records of the Company; (v) physical possession of all Books and Records (other than those covered by clause (iv) above), Company Permits, policies, Contracts, plans or other instruments of the Companies that are in the possession of the Company, all such materials to be deemed delivered to Parent if they are present at any of the Facilities; (vi) each director of any of the Companies shall have submitted resignations effective as of the closing; (vii) written evidence that the Company has effected terminations of employees of the Company in accordance with the instructions of Parent; (viii) a certificatecopy of the agreement between the Company and certain of its investors, dated as of the Closing Date date of this agreement, that provides that (A) any and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) all fees and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available fundsexpenses, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreementaggregate, duly executed by of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ PC related to the transaction contemplated by this Agreement, in an amount over $40,000, (B) any and all payments required under any agreement providing for liability insurance for directors and officers of the Company, and (C) any and all amounts that may be due to ▇▇▇▇▇ ▇▇▇▇ from the Company, shall be the sole responsibility of, and shall be paid for by, such investors; (iiiix) a fully completed and duly copy of the executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit HLease; (ivx) a fully copy of that certain executed Support release and waiver dated as of the date of this Agreement by and among those investors in the Company who have a nominee on the Company’s board of directors, in form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaserand substance reasonably acceptable to Parent in its sole discretion; and (vixi) all other documents and certificates required to be delivered by the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Company pursuant to the terms of this Agreement.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver deliver, or cause to be delivered to Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) certificates or this Agreement, duly executed by the Company; (ii) evidence of book-entry shares evidencing Shares with respect to the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by Purchaser hereunder, registered in the name of Purchaser or its nominee; (iiiii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit EC, executed by such counsel and addressed to Purchaser; (iiiiv) the Registration Rights Agreement, duly executed by the Company; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares pursuant to this Agreement and the Post Amendment Shares (upon receipt of the requisite approvals)other Transaction Documents, (b) certifying the Articles current versions of the Certificate of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its President and Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) substantially in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing DateE; (vii) evidence a Certificate of Good Standing of the filing and effectiveness Company from the Delaware Secretary of the Series D Articles State as of Amendment with the Virginia State Corporation Commissiona recent date; (viii) a certificate of the Federal Reserve Bank of Chicago to the effect that the Company is a registered bank holding company under the BHCA; (ix) a certificate of the IDFPR as of a recent date evidencing the corporate existence of the Bank under the Laws of the United States; (x) 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; (xi) the VCOC Letter Agreement, duly executed by the Company; and (ixxii) the Prior Notice Letter duly executed by Certificate of Designations relating to the CompanySeries B Preferred Stock of the Company filed with the Delaware Secretary of State in the form attached hereto as Exhibit G (the “Certificate of Designations”). (b) On or prior to the Closing DateClosing, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amountthis Agreement, duly executed by P▇▇▇▇▇▇▇▇; (ii) in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)Price” by wire transfer to the account provided by the Company; (iiiii) the Registration Rights Agreement, Agreement duly executed by P▇▇▇▇▇▇▇▇▇;; and (iiiiv) a fully completed and duly executed Accredited Investor accredited investor questionnaire (the “Questionnaire”), reasonably satisfactory to the Company Company, in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.B.

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 such Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing this Agreement, duly executed by the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nomineeCompany; (ii) a legal opinion of Company Counsel, Counsel dated as of the Closing Date and in the form attached hereto as Exhibit E, Exhibits C executed by such counsel and addressed to Purchasersuch Purchasers; (iii) the Registration 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 F 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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Securities, (b) certifying the Articles current versions of Incorporation the Certificate of Incorporation, as amended, and Bylaws by-laws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit GE; (vi) a the Compliance Certificate referred to in Section 5.1(i); (vii) certificates evidencing the incorporation or formation, as applicable, and good standing of Existence for (i) the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from (ii) TOG, in each case issued by the Secretary of State of South Carolina, each the State of Delaware as of a date that is no more than three within five (35) Business Days prior to days of the Closing Date; (viiviii) evidence certificates evidencing qualification of (i) the Company and (ii) TOG as foreign corporations in good standing issued by the Secretary of State of the filing and effectiveness State of New York, as of a date within ten (10) days of the Series D Articles of Amendment with the Virginia State Corporation CommissionClosing Date; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) a certified copy of the Prior Notice Letter duly executed Certificate of Incorporation, as certified by the Company.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 Closing Datewith 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, duly executed by such Purchaser; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below Purchaser’s name on set forth as the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the account Company’s or Escrow Agent’s account, as applicable, as previously provided by to the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;Purchasers; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company Questionnaire and Stock Certificate Questionnaire in the form forms attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter AgreementExhibits B-1 and B-2, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇respectively. .

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser each Investor the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing a Note, free and clear of all restrictive and other legends (except as set forth in the issuance form of Note attached hereto), dated as of the number of shares of Common Stock Closing Date and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered issued in the name of Purchaser such Investor (or in the name of its nominee), evidencing the aggregate principal amount of Notes set forth opposite such Investor’s name on Exhibit A hereto under the heading “Notes”, duly executed and delivered by the Company; (ii) a legal opinion of Company Counsel, counsel dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed delivered to Purchaserthe Investors and the Agent; (iii) the Registration Rights Security Agreement, duly executed and delivered by the CompanyCompany and the Agent; (iv) results of recent liens searches in relevant jurisdictions showing no Liens other than Permitted Liens, and evidence that the Company shall have taken such actions to perfect the security interests granted by the Security Agreement; (v) a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within ten (10) days of the Closing Date; (vi) a certificate evidencing the formation and good standing of each Material Subsidiary issued by the Secretary of State of such Subsidiary’s state of incorporation or formation, as of a date within ten (10) days of the Closing Date; (vii) a certificate executed by the Secretary of the Company and dated as of the Closing Date, certifying as to (i) the resolutions adopted by the Board of Directors approving this Agreement, (ii) the Certificate of Incorporation of the Company and (iii) the Company’s bylaws, as amended, each as in effect at the form attached hereto as Exhibit F Closing; and (viii) a certificate executed by the “Secretary’s Certificate”)Chief Executive Officer of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board satisfaction of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment each of the conditions specified set forth in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto except as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each to representations that speak as of a date specified date, in which case such representations shall be true and correct as of such specified date) and Section 5.1(b) (except that is no more than three (3) Business Days prior such certification shall only be required with respect to the Closing Date; (vii) evidence of the filing Company and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Companynot any Investor). (b) On or prior to At the Closing DateClosing, Purchaser each Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) its Subscription Amountthe Security Agreement, duly executed and delivered by such Investor; and (ii) the purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchase Price” in U.S. United States dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the an account provided designated in writing to such Investor by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇for such purpose.

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) certificates this Agreement, duly executed by the Company; (ii) one or book-entry shares more stock certificates, evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or its nomineeas otherwise set forth on such Purchaser’s Stock Certificate Questionnaire included as Exhibit A-2 hereto (the “Stock Certificates”); (iiiii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit EB, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the CompanyPurchasers; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F C (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, Agreement and the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Shares, (b) certifying the Articles current versions of Incorporation the articles of incorporation, as amended, and Bylaws bylaws, as amended, of the Company in effect as of the Closing 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 certificatecertificate of the Chief Executive Officer, President or Chief Financial Officer of the Company, in the form attached hereto as Exhibit D, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G;5.1(b); and (vi) a Certificate of Existence Good Standing for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Connecticut Secretary of State of South Carolina, each dated as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Companyrecent date. (b) On or prior to the Closing DateClosing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) following its receipt of the Stock Certificates, its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by in accordance with the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇;’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company Questionnaire and Stock Certificate Questionnaire in the form forms attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter AgreementExhibits A-1 and A-2 , duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):Buyer: (i) certificates or book-entry shares evidencing the issuance a copy of the number certificate of shares incorporation of Common Stock the Company and Series D Preferred Stock set forth on all amendments thereto, certified as of a recent date by the signature page hereto to Purchaser, registered in Secretary of State of the name State of Purchaser Delaware or its nomineeother appropriate governmental official; (ii) a legal opinion of Company Counsel, dated as certificate of the Closing Date appropriate Secretary of State or other appropriate governmental official certifying the good standing of the Company in Delaware, California and in the form attached hereto as Exhibit E, executed by such counsel and addressed all other states where it is qualified to Purchaserdo business; (iii) the Registration Rights Agreementphysical possession of all original minute books, duly executed by corporate seals and stock records of the Company; (iv) a certificate physical possession of the Secretary all Books and Records (other than those covered by clause (iii) above), Licenses and Permits, policies, Contracts, plans or other instruments of the Company, its Subsidiaries and Chroma that are in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf possession of the Company;, its Subsidiaries or Chroma, all such materials to be deemed delivered to Buyer if they are present at any of the Facilities; and (v) all other documents and certificates required to be delivered by the Company at or prior to the Closing pursuant to the terms of this Agreement. (b) At the Closing, Buyer shall deliver to the Shareholders' Representatives: (i) a certificatecopy of the certificate of incorporation of Buyer and Sub and all amendments thereto, dated each certified as of the Closing Date and signed a recent date by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as its state of a date that is no more than three (3) Business Days prior to the Closing Dateincorporation; (viiii) evidence a certificate of the filing and effectiveness appropriate Secretary of State or other appropriate governmental official certifying the good standing of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the CompanyBuyer and Sub in Delaware; and (ixiii) the Prior Notice Letter duly executed all other documents and certificates required to be delivered by the Company. (b) On Buyer at or prior to the Closing Date, Purchaser shall deliver or cause to be delivered pursuant to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights terms of this Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates or this Agreement, duly executed by the Company; (ii) as the Company and Purchaser agree, the Company shall cause the Transfer Agent to issue, in book-entry shares evidencing form 3,424.65 Preferred Shares (or, if the issuance of the number of shares of Common Stock Company and Series D Preferred Stock set forth Purchaser shall have agreed, as indicated on the Purchaser’s signature page hereto hereto, that Purchaser will receive stock certificates for its Preferred Shares, then the Company shall instead instruct the Transfer Agent to Purchaser, issue such specified stock certificates registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the CompanyCompany (which shall be delivered on the date hereof); (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, Agreement and the other Transaction Documents and Documents, including the issuance of the Pre-Amendment Shares Preferred Shares, and the Post Amendment Shares (upon receipt reservation of the requisite approvals)Conversion Shares, (b) certifying the current versions of the Articles of Incorporation and Bylaws Bylaws, as amended and restated, of the Company in effect as of the Closing 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 certificatecertificate of the 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 and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to the fulfillment of the conditions specified in Sections 5.1(a), ) and (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a true, correct and complete copy of the Certificate of Existence for the Company from the Virginia State Corporation Commission Determination, as filed with and a Certificate of Existence for the Bank from certified by the Secretary of State of South Carolina, each as the State of a date that is no more than three (3) Business Days prior to the Closing Date;California; and (vii) evidence correct and complete copies of the filing any and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; all documents specified in Section 3.1(d)(ii), (viiiiii), (iv) the VCOC Letter Agreement, duly executed by the Company; and and (ix) the Prior Notice Letter duly executed by the Companyv). (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its On or prior to the date hereof: a) this Agreement, duly executed by Purchaser; and b) the Rights Agreement, duly executed by Purchaser; and (ii) 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 Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by in accordance with the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇’s written instructions.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, this Agreement duly executed by the Company; (ivii) a certificate Certificate(s), registered in the name of the Secretary of Purchaser, representing the CompanyPreferred Shares; (iii) the Warrant, in the name of the Purchaser and in the form of Exhibit B attached hereto, to purchase 35,000,000 shares of Common Stock, with an exercise price equal to ten cents ($0.10); (iv) The Registration Rights Agreement in the form of Exhibit C hereto as Exhibit F (the “Secretary’s CertificateRegistration Rights Agreement”), dated as of the Closing Date, (a) certifying the resolutions adopted executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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 certificateThe Security Agreement in the form of Exhibit D hereto, executed by the Company; (vi) The Guaranty Agreement in the form of Exhibit E attached hereto executed by each Subsidiary; (vii) The Guarantor Security Agreement in the form of Exhibit F attached hereto, executed by each Subsidiary; (viii) A Certificate of Good Standing from the state of incorporation of the Company and each wholly-owned Subsidiary; and (ix) A certificate of an officer of the Company, dated as of the such Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to (i) the fulfillment of the conditions specified in Sections 5.1(a)2.4(a)(i) and 2.4(a)(ii) of this Agreement, (b)ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (d)iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (f), (g), (h), (i), (n), (oiv) (p) the names of each officer and director of the Company as of such Closing Date; and (v) in such other matters as the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanyPurchaser shall reasonably request. (b) On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, this Agreement duly executed by ▇▇▇▇▇▇▇▇▇such Purchaser; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, this Agreement duly executed by the Company; (ivii) a certificate Certificate(s), registered in the name of the Secretary of Purchaser, representing the CompanyPreferred Shares; (iii) the Warrant, in the name of the Purchaser and in the form of Exhibit B attached hereto, to purchase 30,000,000 shares of Common Stock, with an exercise price equal to ten cents ($0.10); (iv) The Registration Rights Agreement in the form of Exhibit C hereto as Exhibit F (the “Secretary’s CertificateRegistration Rights Agreement”), dated as of the Closing Date, (a) certifying the resolutions adopted executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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 certificateThe Security Agreement in the form of Exhibit D hereto, executed by the Company; (vi) The Guaranty Agreement in the form of Exhibit E attached hereto executed by each Subsidiary; (vii) The Guarantor Security Agreement in the form of Exhibit F attached hereto, executed by each Subsidiary; (viii) An opinion of counsel to the Company, dated as the date of the Closing, substantially in the form of Exhibit G hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser; (ix) A Certificate of Good Standing from the state of incorporation of the Company and each wholly-owned Subsidiary; and (x) A certificate of an officer of the Company, dated such Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to (i) the fulfillment of the conditions specified in Sections 5.1(a)2.3(a)(i) and 2.3(a)(ii) of this Agreement, (b)ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (d)iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (f), (g), (h), (i), (n), (oiv) (p) the names of each officer and director of the Company as of such Closing Date; and (v) in such other matters as the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the CompanyPurchaser shall reasonably request. (b) On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, this Agreement duly executed by ▇▇▇▇▇▇▇▇▇such Purchaser; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.

Closing Deliveries. (a) On or prior to At the Closing, the Company and the Seller shall issue, deliver or cause to be delivered to 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) certificates or book-entry shares evidencing the issuance an assignment of the number all of shares of Common Stock Seller’s right, title and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered interest in the name of Purchaser or its nomineeMembership Interest and the Units to Merger Co.; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary an officer of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), Company’s Fundamental Documents; (b) certifying the Articles incumbency of Incorporation each officer executing this Agreement and Bylaws of the Company in effect as of the Closing Related Documents and any other agreement, document or instrument contemplated hereby or thereby; and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf resolutions 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; (viii) a certificatecertificates of the Secretaries of State (or other applicable office) in which the Company is organized and qualified to do business, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no not more than three five (35) Business Days prior to the Closing Date, certifying as to its good standing and non-delinquent Tax status; (viiiv) evidence a counterpart of any Related Document to which the filing and effectiveness of Seller or the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter AgreementCompany is a party, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Companysuch Person; (iiv) the Registration Rights Agreement, duly executed by a counterpart of each New Employment Agreement with each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; andsuch 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 Prior Notice Letter duly Purchasers and their counsel, that are (i) required for consummation of the transactions contemplated by this Agreement and the 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 (b) the 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 Seller; (ix) a draft of the 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 set forth in the General Instructions to the Current Report on Form 8-K; (x) an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Company and the Seller, dated as of the Closing Date, addressed to the Purchasers, in the Form attached hereto as Exhibit E; (xi) the minute books of the Company; (xii) a counterpart of the Registration Rights Agreement executed by Seller; and (xiii) copies of all filings and notices made or given by the Seller or the Company with Governmental Entities in connection with the consummation of the Merger or any of the other transactions contemplated by this Agreement and the Related Documents. (b) At the Closing, Holdings or Merger Co., as applicable, shall deliver the following items to the Seller: (i) the Note executed by Holdings; (ii) the 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 name of Seller; (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 Person; (vii) a certificate of the Secretary of each Purchaser, dated as of the Closing Date, certifying (a) such Purchaser’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 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 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 such Person; (x) a counterpart of each New Employment Agreement with each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, executed by Holdings; (xi) a counterpart of the Registration Rights Agreement executed by Holdings;

Closing Deliveries. At the Closing: (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser Tigris shall deliver or cause to be delivered to Verticalnet the Company the following (the “Purchaser Deliverables”):following: (i) its Subscription Amount, in U.S. dollars and in immediately available funds, a certificate of the Secretary of Tigris in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Companyform of Exhibit D; (ii) letters of resignation in the Registration Rights Agreement, duly name of and executed by ▇▇▇▇▇▇▇▇▇each (A) member of each Tigris Group Member’s Board of Directors resigning his/her position as a director of such company effective as of the Closing Date, and (B) officer of each Tigris Group Member resigning his/her position as an officer of such company effective as of the Closing Date, in each case, except as otherwise agreed to by the Parties; (iii) duly executed counterparts to each of the Transaction Documents to which Tigris is a fully party; (iv) the Required Consents; (v) a duly completed and executed certification of non-foreign status pursuant to Treas. Reg. § 1.1445-2(b); (vi) all corporate, minute and stock records of each Tigris Group Member; and (vii) an employment agreements substantially in the same form as Exhibit E, (“New Employment Agreements”), entered into on or prior to the date hereof, by Tigris and the Shareholder. (b) The Shareholder shall deliver or cause to be delivered to Verticalnet the following: (i) duly executed Accredited Investor Questionnaire, reasonably satisfactory counterparts to each of the Company Transaction Documents to which he is a party; (ii) Certificates representing all the issued and outstanding Voting Common Stock; and (iii) the original Tigris Notes marked cancelled. (c) Verticalnet shall deliver or cause to be delivered the following: (i) a certificate of Verticalnet’s Secretary in the form attached hereto as of Exhibit HF to the Shareholder; (ii) a certificate of Verticalnet’s Chief Financial Officer in the form of Exhibit G to the Shareholder; (iii) duly executed counterparts to each of the Transaction Documents to which an Acquiring Party is a party to the Shareholder; (iv) a fully executed Support Agreement in copy of the form attached hereto as Exhibit I;Transfer Agent Instructions; and (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by New Employment Agreement with ▇▇▇▇▇ ▇▇▇▇▇. (d) Tigris shall provide documentary evidence that it has amended the Tigris Corp. 401(k) Plan prior to the date of Closing, which amendment shall provide that Verticalnet and its subsidiaries prior to the Closing Date shall not be deemed to be a Participating Employer (as defined in the Tigris Corp. 401(k) Plan) thereunder. (e) Verticalnet shall file the Certificates of Merger with the appropriate authorities as required by the DGCL and the NYBCL, and the Parties shall take all such other and further actions as may be required by law to make the Merger effective upon the terms and subject to the conditions hereof. (f) Verticalnet shall deposit the Escrow Property with the Escrow Agent to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement.

Closing Deliveries. (a) On or prior to the At Closing, the Company Seller shall issuedeliver, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):Purchaser: (i) certificates or book-entry shares evidencing the issuance of Transferred Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion copy of the Certificate of Incorporation of the Company Counselin effect as of the Effective Time, accompanied by a certificate of an executive officer of the Company, dated as of the Closing Date date hereof, stating that no amendments have been made to such Certificate of Incorporation since such date; (iii) written evidence of consent, as required as obtained by Company, from any lessors of real property and from other third parties prior to or in connection with the form attached hereto as Exhibit Econsummation of the transactions contemplated by this Agreement; (iv) the written release of all Encumbrances (if any), other than Permitted Encumbrances, relating to the assets and properties of the Company and the Transferred Shares, executed by the holder of or parties to each such counsel Encumbrance, in form and addressed substance satisfactory to Purchaser; (iiiv) the Registration Rights Agreement, duly executed by the Companycertificate referred to in 0; (ivvi) certified true copies of resolutions of the board of directors or similar governing body of the Company, and the resolutions or another form of written approval from 100% of the shareholders of the Company, authorizing and approving this Agreement and the transactions contemplated hereby; (vii) complete financial statements of the Company audited by a PCAOB approved auditor. (viii) a certificate third party valuation of the business of the Company. (ix) 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 (b) At Closing, Purchaser shall deliver, or cause to be delivered, to Seller: (i) 150 million shares of Purchaser’s Common Stock; (ii) a true and complete copy, certified by the Secretary of the CompanyPurchaser, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions duly and validly adopted by the Board of Directors of the Company or a duly authorized committee thereof approving Purchaser evidencing its authorization of the execution and delivery of this Agreement and the agreements related thereto and the consummation of the transactions contemplated by this Agreement, the other Transaction Documents hereby and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Companythereby; and (ixiii) the Prior Notice Letter duly executed by the Companycertificate referred to in 0. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Due Diligence Contingency. Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇’s obligation to close hereunder is expressly conditioned upon satisfactory completion of due diligence to its sole satisfaction.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates or this Agreement, duly executed by the Company; (ii) as the Company and Purchaser agree, the Company shall cause the Transfer Agent to issue, in book-entry shares evidencing form (or, if the issuance of Company and Purchaser shall have agreed that Purchaser will receive stock certificates for its Common Shares, then the number of shares of Common Stock and Series D Preferred Stock set forth on Company shall instead instruct the signature page hereto Transfer Agent to Purchaser, issue such specified stock certificates registered in the name of Purchaser or its nominee; (ii) a legal opinion Purchaser), the number of Company Counsel, dated as of the Closing Date and Common Shares included in the form attached hereto as Exhibit E, executed by such counsel Units purchased and addressed to Purchaserthe Company shall issue the Warrants included in the Units purchased; (iii) the Registration Rights Agreement, duly executed by the CompanyCompany (which shall be delivered on the date hereof); (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”)B, 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, Agreement and the other Transaction Documents and Documents, including the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Common Shares, (b) certifying the current versions of the Articles of Incorporation and Bylaws Bylaws, as amended and restated, of the Company in effect as of the Closing 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 certificatecertificate of the Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit C, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and (b); and (vi) correct and complete copies of any and all documents specified in Section 3.1(d)(ii), (biii), (d), (f), (g), (h), (i), (n), (o) (piv) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company). (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its On or prior to the date hereof: a) this Agreement, duly executed by Purchaser; and b) the Rights Agreement, duly executed by Purchaser; and (ii) 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 Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by in accordance with the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇’s written instructions.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing Evidence that it has instructed the issuance Transfer Agent to issue the Purchased Shares as of the number date of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserClosing, registered in the name of Purchaser or its nomineePurchaser; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Investor Rights Agreement, duly executed by the CompanyCompany (which shall be delivered at the Closing); (iviii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, Agreement and the other Transaction Documents and Documents, including the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals)Purchased Shares, (b) certifying the current versions of the Articles of Incorporation and Bylaws Bylaws, as amended and restated, of the Company in effect as of the Closing and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;; and (viv) a certificatecertificate of the Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit D, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial OfficerDate, certifying to the fulfillment of the conditions specified in Sections 5.1(a), ) and (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):) on or prior to the Closing Date: (i) its Subscription Amount, in U.S. dollars and in immediately available funds, A completed Investor Questionnaire in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer form of Exhibit A to the account provided by the Companythis Agreement; (ii) the Registration Investor Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the such Purchaser; and (viiii) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Purchase Price.

Closing Deliveries. (a) On or prior to At the Closing, the : a. The Company shall issuedeliver, deliver or cause to be delivered delivered, to Purchaser Parent or any other Person designated by Parent (unless the delivery is waived in writing by Parent), the following (the “Company Deliverables”): (i) certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaserdocuments, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, each case duly executed or otherwise in proper form: i. A certificate, in a form satisfactory to Parent, signed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), Company Manager and dated as of the Closing Date, certifying: (aA) certifying the Company Charter Documents; (B) the satisfaction by the Company of all advance notice rights, if any, pursuant to the Company Charter Documents and the DLLC Act (or the enforceable waiver thereof by every Person entitled to such advance notice); and (C) the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving Manager (I) determining that it is in the transactions contemplated by best interests of the Company and the Members, and declaring it advisable, to enter into this Agreement, (II) approving the other Transaction Documents execution, delivery and performance by the Company of this Agreement and the issuance consummation of the Pre-Amendment Shares Transactions, including the Merger, and the Post Amendment Shares (upon receipt III) recommending adoption of this Agreement and approval of the requisite approvals)Transactions, (b) certifying including the Articles of Incorporation and Bylaws of Merger, by the Members; ii. A good standing certificate with respect to the Company in effect as issued by the Delaware Secretary of the Closing 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 certificateState, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no not more than three (3) ten Business Days prior to before the Closing Date; (viiiii. Payoff letters, in form and substance satisfactory to Parent, from each holder of Indebtedness or Transaction Expenses or other Liabilities to be paid by Parent pursuant to Section 2.5(b) evidence evidencing the discharge or payment in full of the filing applicable Liability to such holder and effectiveness releasing the Company, Parent and their respective Affiliates from any and all claims that such holder of Liabilities may have against the Company (or, through the Company, against any Affiliate of the Series D Articles Company or against Parent or any Affiliate of Amendment with Parent) at the Virginia State Corporation Commission; (viii) the VCOC Letter AgreementEffective Time, in each case duly executed by each holder of such of Liabilities, and with an agreement to upon request provide termination statements on Form UCC-3, or other appropriate releases following any payoff thereof, which when filed will release and satisfy any and all Encumbrances relating to such of Liabilities, together with proper authority to file such termination statements or other releases at and following the Closing; iv. Liability satisfaction letters, in form and substance satisfactory to Parent, from each service provider owed money or equity interests by the Company (including Applied Biomedical Science Institute), evidencing the issuance of Units to such service providers as satisfaction in full of the applicable claims of such service providers for money or equity interests and releasing the Company; and , Parent and their respective Affiliates from any and all claims that such service providers may have against the Company (ixor, through the Company, against any Affiliate of the Company or against Parent or any Affiliate of Parent) at the Prior Notice Letter Effective Time, in each case duly executed by such service provider, and with an agreement to upon request provide termination statements on Form UCC-3, or other appropriate releases, which when filed will release and satisfy any and all Encumbrances relating to such claims, together with proper authority to file such termination statements or other releases at and following the Company.Closing; (b) On or prior to v. A “terminal assignment” in favor of the Closing DateCompany executed and acknowledged by Applied Biomedical Science Institute, Purchaser shall deliver or cause to be delivered assigning to the Company (free and clear of all Encumbrances) all of Applied Biomedical Science Institute’s right, title and interest in and to any and all Intellectual Property which pertains to the following Restricted Business (identifying and assigning such Intellectual Property with specificity insofar as possible and also assigning generally all other (unspecified) Intellectual Property which pertains to the Restricted Business), including United States provisional Patent No. 62/925,740 (“Chimeric Cytokine Modified Antibodies and Methods of Use Thereof”) (the “Purchaser DeliverablesProvisional IL-15 Patent”): ) as well as any and all related rights, including as to (i) its Subscription Amountall patent applications filed either from the Provisional IL-15 Patent or from an application claiming priority from either of these, in U.S. dollars including divisionals, continuations, continuations-in-part, provisionals, converted provisionals and in immediately available fundscontinued prosecution applications, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) any and all patents that issue from the Registration Rights Agreementforegoing patent applications, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed any and duly executed Accredited Investor Questionnaireall extensions or restorations by existing or future extension or restoration mechanisms, reasonably satisfactory to including revalidations, reissues, re-examinations and extensions (including any supplementary protection certificates and the Company in like) of the form attached hereto as Exhibit H; foregoing patents or patent applications, and (iv) a fully executed Support Agreement all counterparts of any of the foregoing in any jurisdiction throughout the form attached hereto as Exhibit Iworld; (v) vi. Resignations, in customary form, of each manager, director and officer of the VCOC Letter AgreementCompany, duly executed by which resignations shall be effective as of the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇.Effective Time;

Closing Deliveries. (a) On At or prior to the Closing, Purchaser will deliver to the Company: (i) the Unsubscribed Purchase Amount, in accordance with Section 1.2; (ii) an Amended and Restated Stockholders Agreement in the form attached hereto as EXHIBIT B (the "STOCKHOLDERS AGREEMENT"), duly executed by Purchaser; (iii) an Amended and Restated Registration Rights Agreement in the form attached hereto as EXHIBIT C (the "REGISTRATION RIGHTS AGREEMENT"), duly executed by Purchaser; and (iv) a letter relating to the Advisory Agreement between the Company and The Hampstead Group, L.L.C. (the "ADVISORY AGREEMENT") , in the form attached hereto as EXHIBIT D (the "ADVISORY LETTER"), duly executed by The Hampstead Group, L.L.C. (b) At or prior to the Closing, the Company shall issue, will deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”):Purchaser: (i) such number of validly issued stock certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to PurchaserShares, registered in the name of Purchaser or its nomineeAffiliates, as Purchaser requests at least three Business Days prior to the Closing; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, Stockholders Agreement duly executed by such counsel and addressed to Purchaserthe Company; (iii) the Registration Rights Agreement, Agreement duly executed by the Company; (iv) a certificate the Advisory Letter, duly executed by the Company; (v) the legal opinion of Powell, Goldstein, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Company, addressed to Purchaser and dated as of the Secretary of Closing Date, generally as to the Companymatters set forth in Sections 2.1 (as to the Company only), 2.2, 2.3(a), 2.4 and 2.7(a)(i) and (ii); (vi) the Bank Agreements; and (vii) the amendment to the Company Rights Agreement, in the form attached hereto as Exhibit F EXHIBIT E (the “Secretary’s Certificate”"RIGHTS AMENDMENT"), 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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company and First Chicago Trust Company. (bc) On At or prior to the Closing, the Company and Purchaser will deliver to each other such other supporting documents and certificates as the other party may reasonably request. (d) At or prior to the Closing, if Series D Preferred Stock shall be issued on the Closing Date, Purchaser the Series D Articles Supplementary shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars have been filed and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided accepted for record by the Company; (ii) appropriate Maryland governmental authority, and shall have become effective in accordance with the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to laws of the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇State of Maryland.

Closing Deliveries. (a) On or prior to At the Closing, the Company parties hereto shall issue, deliver or cause to be delivered to Purchaser take the following actions: (the “Company Deliverables”):a) Seller shall deliver to Buyer: (i) certificates or book-entry shares evidencing the issuance following Seller’s confirmation of the number receipt thereof, a receipt evidencing receipt by Seller of shares of Common Stock the Estimated Purchase Price, in form and Series D Preferred Stock set forth on the signature page hereto substance reasonably satisfactory to Purchaser, registered in the name of Purchaser or its nomineeBuyer; (ii) a legal opinion of Company Counsel, dated as certificates representing all of the Closing Date Shares, duly executed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, in form and in the form attached hereto as Exhibit E, executed by such counsel and addressed substance reasonably satisfactory to PurchaserBuyer; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), certificates 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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no not more than three five (35) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by as to the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or ’s good standing, together with a copy, dated as of a date not more than ten Business Days prior to the Closing Date, Purchaser of the articles of incorporation of the Company certified by the Wisconsin Office of the Commissioner of Insurance; (iv) by-laws of the Company, together with all amendments thereto or restatements thereof, certified by the Secretary or Assistant Secretary of the Company or the Seller as of the Closing Date; (v) resolutions of the Board of Directors of Seller, certified by the Secretary or Assistant Secretary of Seller, approving and authorizing the execution, delivery and performance of this Agreement and the Transaction Documents by the Seller and its applicable Affiliates party thereto, and the consummation of the transactions contemplated hereby and thereby, in form and substance reasonably satisfactory to Buyer; (vi) a certificate of the Secretary or Assistant Secretary of Seller, as to the incumbency of the officers executing this Agreement and the Transaction Documents, and the genuineness of their signatures, in form and substance reasonably satisfactory to Buyer; (vii) the certificate contemplated in Section 7.01(b), in form and substance reasonably satisfactory to Buyer; (viii) copies of all regulatory approvals obtained by Seller in connection with the transactions contemplated by this Agreement; (ix) constructive possession of the Books and Records, in accordance with the provisions of Section 7.01(f); (x) original copies of the Transaction Documents, fully executed by Seller, CMIC and the Company, as applicable (provided, however, Seller may elect to require that an officer or other duly authorized representative of Buyer execute any Transaction Documents on behalf of the Company); (xi) certification of termination or assignment and assumption by Seller of all Scheduled Contracts identified on Schedule 3.12(a)(i)-(iii), 3.12(v), and 3.12(x)-(xii), as contemplated in Section 7.01(h), in form and substance reasonably satisfactory to Buyer; (xii) the certificate contemplated in Section 7.01(k), in form and substance reasonably satisfactory to Buyer; (xiii) duly executed resignations from each officer and director of the Company effective as of the Closing Date, in form and substance reasonably satisfactory to Buyer; (xiv) a statement or affidavit meeting the requirements of Treasury Regulation Section 1.1445-2 to demonstrate that Buyer is not required to withhold from amounts it pays to Seller pursuant to this Agreement, in form and substance reasonably satisfactory to Buyer; (xv) evidence reasonably satisfactory to Buyer that the Seller has taken or has caused to be taken all actions necessary or appropriate to terminate, effective no later than the day immediately preceding the Closing Date, the Company’s participation in the Plans; and (xvi) such other documents, instruments or certificates as Buyer may reasonably request prior to the Closing Date. (b) Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Seller: (i) its Subscription Amounta receipt evidencing receipt by ▇▇▇▇▇ of the Shares, in U.S. dollars form and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer substance reasonably satisfactory to the account provided by the CompanySeller; (ii) the Registration Rights Estimated Purchase Price, by wire transfer of immediately available funds as provided above; (iii) resolutions of the managing member (or other governing body) of Buyer approving and authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, in form and substance reasonably satisfactory to Seller; (iv) the certificate contemplated in Section 7.02(b), in form and substance reasonably satisfactory to Seller; (v) a certificate of the Secretary or Assistant Secretary of ▇▇▇▇▇, as to the incumbency of the officers executing this Agreement and the Transaction Documents, and the genuineness of their signatures, in form and substance reasonably satisfactory to Seller; (vi) copies of all regulatory approvals obtained by Buyer in connection with the transactions contemplated by this Agreement, duly executed including without limitation, all necessary approvals from the Office of the Commissioner of Insurance of Wisconsin with respect to the acquisition of control of the Company by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vivii) such other documents, instruments or certificates as Seller may reasonably request prior to the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇Closing Date.

Closing Deliveries. (a) On or prior to At the Closing: Seller will deliver to Buyer (and Buyer hereby acknowledges receipt or waiver of the delivery of the following): the certificate or certificates representing the Shares, the Company shall issueduly endorsed in blank (or accompanied by duly executed stock powers in blank); all release documentation, deliver or cause to be delivered to Purchaser the following (the “Company Deliverables”): (i) certificates or book-entry shares reasonably required by, and in a form reasonably acceptable to, Buyer, evidencing the issuance release of all security arrangements over the Shares or assets of the number of shares of Common Stock Acquired Companies, and Series D Preferred Stock set forth on all guarantees entered into by the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (ii) a legal opinion of Company Counsel, dated as of the Closing Date and Acquired Companies; employment agreements in the form attached hereto as of Exhibit E2.5(a)(iii), executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate each of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter Agreement, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to the Closing Date, Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the Company; (ii) the Registration Rights Agreement, duly executed by persons: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Designated Employees”) (collectively, the “Employment Agreements”); a noncompetition agreement in the form of Exhibit 2.5(a)(iv) with each of the Designated Employees (collectively, the “Employee Noncompetition Agreements”); an executed counterpart to a transition services agreement between Seller and Buyer in the form of Exhibit 2.5(a)(v) (the “Transition Services Agreement”); a certificate executed by the Chief Executive Officer of Seller as to the accuracy of Seller’s representations and warranties as of the Closing Date and as to its compliance with and performance of its covenants and obligations performed or complied with on or before the Closing Date under this Agreement; an opinion of ▇▇▇▇▇ ▇▇▇▇▇, dated the Closing Date, in the form of Exhibit 2.5(a)(vii); estoppel certificates or other substantially equivalent documents under applicable Law executed on behalf of Ascenda-Xinso Development (Suzhou) Co. Ltd., Shanghai Waigaoqiao Xin Development Co. Ltd., LaSalle National Trust, N.A., Successor Trustee to LaSalle National Bank, not individually, but as Trustee under Trust Agreement dated August 1, 1986 and known as Trust No. 111410 and Landacq Associates, dated as of a date not more than 5 days before the Closing Date, each in the form of Exhibit 2.5(a)(viii); and the certifications required by Section 11.14; written resignations and releases, in a form reasonably satisfactory to Buyer, from (A) the secretary and directors of the Company; (B) the secretary and directors of SSPEL (executed as a deed); and (C) the secretary and directors of SSPS and KESH; written resignation of the auditors of the Acquired Companies; copies of all existing bank mandates and statements of the bank balances of any account in the name of each of the Acquired Companies as at the close of business on the last business day before Closing together with a list of all unpresented cheques and uncleared cheques which upon presentation would be debited or credited to those accounts and the relevant cheque books; IRS Form 8023 executed by Seller as prepared by Buyer and agreed to by Seller; an escrow agreement in the form of Exhibit 2.5(a)(xiv) (the “Escrow Agreement”) executed by Seller and LaSalle Bank National Association (the “Escrow Agent”) of purchase price required; an ALTA Statement in the form of Exhibit 2.5(a)(xv) and such other documents, instruments, certificates, and confirmations as may be reasonably required by the Title Insurer to issue the Title Policy; and agreements, instruments and other documentation reasonably requested by Buyer pertaining to the Seller’s pre-Closing transactions set forth in Section 3.10 of Seller’s Disclosure Schedule. Buyer will deliver (and Seller hereby acknowledges receipt or waiver of delivery of the following): the sum of $47,250,000 by wire transfer of immediately available funds to the accounts that have been specified by Seller at least three days prior to Closing by Seller; an executed counterpart of the Transition Services Agreement; a certificate executed by the chief executive officer of Buyer as to the accuracy of Buyer’s representations and warranties as of the Closing Date and as to its compliance with and performance of its covenants and obligations to be performed or complied with on or before the Closing Date under this Agreement; an executed counterpart of each of the Employment Agreements; an executed counterpart of each of the Employee Noncompetition Agreements; IRS Form 8023 executed and signed by Buyer; an opinion of Buyer’s General Counsel, dated the Closing Date, in the form of Exhibit 2.5(b)(viii); an executed counterpart to the Escrow Agreement; the sum of $2,500,000 to the Escrow Agent by wire transfer to an account specified by the Escrow Agent; and an ALTA Statement in the form of Exhibit 2.5(a)(xv) and such other documents, instruments, certificates, and confirmations as may be reasonably required by the Title Insurer to issue the Title Policy. The Employment Agreements, Employee Noncompetition Agreements, Transition Services Agreement and the Escrow Agreement are collectively referred to as the “Ancillary Agreements.” SELLER PRE-CLOSING TRANSACTIONS Prior to Closing, Seller has executed, or will execute the transactions set forth in Section 3.10(a) of Seller’s Disclosure Schedule.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser each Investor the following (the “Company Deliverables”):following: (i) one or more stock certificates or book-entry shares evidencing the issuance of the number of shares of Common Stock and Series D Preferred Stock set forth on the signature page hereto to Purchaser, registered in the name of Purchaser or its nominee; (iisuch Investor, containing only the legend expressly provided in Section 6(a) a legal opinion hereof, evidencing such number of Company Counsel, dated as shares of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing and (c) certifying as Series A Preferred Stock equal to the signatures and authority number of persons signing the Transaction Documents and related documents such shares set forth opposite such Investor’s name on behalf of the Company; Schedule A hereto in a single certificate or in certificates in such other denominations as such Investor shall request not later than two (v2) a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Trading Days prior to the Closing Date; (viiii) evidence a certificate of the filing and effectiveness secretary or an assistant secretary of the Series D Articles of Amendment with the Virginia State Corporation Commission; (viii) the VCOC Letter AgreementCompany, duly executed by the Company; and (ix) the Prior Notice Letter duly executed by the Company. (b) On or prior to dated the Closing Date, Purchaser 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 deliver or cause 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 performance of this Agreement, the Certificate, the Series C Certificate and the certificate of designation for the New Preferred Stock Units in the 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 that 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 duly authorized officer of the Company 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 of Exhibit A, executed by such counsel and delivered to the Company the following (the “Purchaser Deliverables”): (i) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the account provided by the CompanyInvestors; (iiv) the Registration Rights Agreement, duly executed by a legal opinion of W▇▇▇▇▇▇▇▇▇; ▇ and Wedge, in the form of Exhibit B, executed by such counsel and delivered to the Investors (iii) a fully completed and duly executed Accredited Investor Questionnaire, with the officer’s certificate contemplated thereby reasonably satisfactory to the Company in the form attached hereto as Exhibit HInvestors); (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed Transfer Agent Instructions (as defined in Section 6(a) below) acknowledged by ▇▇▇▇▇▇▇▇▇the Transfer Agent; and (vii) long form good standing or certificates or equivalent documentation (reasonably acceptable to the Investors) with respect to each of the Company and each of its Subsidiaries issued by the Secretary of State of the State of Nevada and from each other jurisdiction in which each of its Subsidiaries was formed.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser each Investor that has satisfied its obligations under this Section 2.2(a) and to the following (Placement Agent the “Company Deliverables”):following: (i) certificates or book-entry shares evidencing a certificate executed by the issuance 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 Article III hereof; (ii) a certificate of the secretary of the Company, attaching a recent copy of the certificate of incorporation certified by the Secretary of State of the State of Delaware and a good standing certificate as of a date not more than two days 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; (iii) a copy of a Current Report on Form 8-K, describing the offering of the Securities, which will be substantially in the form to be filed within four Business Days after the Signing, and a copy of any press release of the Company announcing the sale of the Securities; (iv) one or more stock certificates (or copies thereof provided by the Transfer Agent), free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), (a) evidencing such number of shares of Common Stock and Series D Preferred Stock Shares set forth opposite such Investor’s name on Exhibit A hereto under the signature page hereto to Purchaser, heading “Common Shares,” registered in the name of Purchaser or its nomineesuch Investor and (b) evidencing such number of Common Shares to be issued hereunder to the Placement Agent; (iiv) (a) a Warrant, issued in the name of such Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares” and (b) a Warrant issued in the name of the Placement Agent as provided hereunder; (vi) a copy of this Agreement, together with the schedules thereto, executed by an authorized officer of the Company; (vii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as of Exhibit EC, executed by such counsel and addressed delivered to Purchaser; (iii) the Registration Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (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, the other Transaction Documents Investors and the issuance of the Pre-Amendment Shares and the Post Amendment Shares (upon receipt of the requisite approvals), (b) certifying the Articles of Incorporation and Bylaws of the Company in effect as of the Closing 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, dated as of the Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a), (b), (d), (f), (g), (h), (i), (n), (o) (p) and (v) in the form attached hereto as Exhibit G; (vi) a Certificate of Existence for the Company from the Virginia State Corporation Commission and a Certificate of Existence for the Bank from the Secretary of State of South Carolina, each as of a date that is no more than three (3) Business Days prior to the Closing Date; (vii) evidence of the filing and effectiveness of the Series D Articles of Amendment with the Virginia State Corporation CommissionPlacement Agent; (viii) duly executed Transfer Agent Instructions; (ix) approval by each applicable Trading Market of an additional shares listing application covering all of the VCOC Letter AgreementRegistrable Securities (and, duly if applicable, evidence of conditional listing approval) or, a certificate executed by the Company’s chief financial officer and internal legal counsel, confirming that the Company duly submitted a complete additional shares listing application covering all the Registrable Shares no later than the first Trading Day following the Signing Date and, based in part on communication with the Trading Market, has no reason to believe the Registrable Shares will not be so approved for trading on or before the Effective Date; and (ixx) any consents or approvals of any Person listed on Schedule 3.1(aa) or any other third-party required to effect the Prior Notice Letter duly executed by the Companyterms and conditions of this Agreement. (b) On or prior to At the Closing DateClosing, Purchaser each Investor shall deliver or cause to be delivered to the Company the following (purchase price set forth opposite such Investor’s name on Exhibit A hereto under the heading “Purchaser Deliverables”): (i) its Subscription Amount, Purchase Price” in U.S. United States dollars and in immediately available funds, in the amount indicated below Purchaser’s name on the signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the an account provided designated in writing to such Investor by the Company; (ii) the Registration Rights Agreement, duly executed by ▇▇▇▇▇▇▇▇▇; (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit H; (iv) a fully executed Support Agreement in the form attached hereto as Exhibit I; (v) the VCOC Letter Agreement, duly executed by the Purchaser; and (vi) the Prior Notice Letter duly executed by ▇▇▇▇▇▇▇▇▇for such purpose.