Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

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

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) evidence of book entry of the Shares purchased by the Purchaser pursuant to this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreementor its nominee; (vii) a legal opinion opinions of Local Counsel, Regulatory Counsel and Company Counsel, as applicable, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the PurchasersCo-Lead Investors; (viiii) a certificate of the Secretary of the Company, substantially in the form attached hereto as Exhibit C, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Certificate of incorporation, as amended Incorporation and restated, and by-lawsbylaws, as amended, of the Company Company, (c) certifying the fulfillment of the conditions specified in Section 5.1, and (cd) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iv) a certificate, dated as of the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, substantially in the form attached hereto as Exhibit D; (v) a Certificate of Legal Existence of the Company from the Connecticut Secretary of State as of a recent date; (vi) a certificate of the Federal Reserve Bank of New York to the effect that the Company is a registered bank holding company under the BHCA; (vii) a certificate of the certificate referred to in Section 5.1(g); andOCC as of a recent date evidencing the corporate existence of the Bank; (viii) a certificate evidencing of the good standing FDIC to the effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (ix) the Certificate of Amendment to the Certificate of Incorporation of the Company relating to the Series A Preferred Stock of the Company filed with the Connecticut Secretary of State in Delaware issued the form attached hereto as Exhibit E (the “Certificate of Designations”); and (x) a registration rights agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), duly executed by the Secretary of State, as of a date within five Business Days of the Closing DateCompany. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer in accordance with from the Escrow Account to the account provided by the Company’s written instructions; (ii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit B; and (iviii) an Internal Revenue Service Form W-9 (or any successor form), the Registration Rights Agreement duly and validly executed by such Purchaserthe Purchasers.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Parties will take the following actions: (the “Company Deliverables”):a) Seller will deliver to Buyer: (i) this Agreementa receipt evidencing receipt by Seller of the Cash Payment; (ii) stock certificates evidencing the Company Shares, duly endorsed in blank by Seller or accompanied by stock powers duly executed by Seller in blank in proper form for transfer, and with any required stock transfer stamps affixed thereto; (iii) if applicable, evidence of Seller's receipt of the Special Dividend from the Company; (iiiv) if applicable, a copy of the Registration Rights AgreementBuyer Note, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserSeller; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) evidence of the consummation of the WC Reinsurance Transaction and a legal opinion duly executed copy of the WC Reinsurance Agreement; (vi) true, correct and complete copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications to, all Persons required to be obtained, filed or made by Seller and the Transferred Companies in satisfaction of Section 5.1(c); (vii) a duly executed certificate of non foreign status from Seller and the Transferred Companies and any other certifications required under Sections 897 or 1445 of the Code (as applicable), in each case, sworn under penalty of perjury and in a form and manner that complies with Sections 897 or 1445 of the Code (as applicable) and the Treasury Regulations promulgated thereunder; (viii) the officer's certificate contemplated in Section 5.1(a), (b) and (d); (ix) resignations of the directors and officers of the Transferred Companies; (x) evidence of the release of the Liens related to the pledge of the Company CounselShares to Comerica Bank; (xi) evidence of the forgiveness of the loan amounts owed by Company to Seller and release of the note related thereto; (xii) counterparts to each of the other Transaction Agreements to which Seller or either of the Transferred Companies is a party, dated duly executed by Seller or such Transferred Company, as applicable; (xiii) a copy, certified as of the Closing Date by an officer of Seller, of the resolutions of Seller's board of directors and sole shareholder authorizing the execution and delivery of this Agreement and such other Transaction Agreements to which Seller or a Transferred Company is a party, and the consummation of the transactions contemplated hereby and thereby; (xiv) a certificate of the Secretary or Assistant Secretary of each of Seller and the Transferred Companies, certifying (1) as to true and correct copies of each Transferred Companies' and Seller's Constituent Documents and all amendments thereto, and (2) as to the incumbency of the officers of Seller or the Transferred Companies executing any of the Transaction Agreements on behalf of Seller or the Transferred Companies; (xv) a good standing certificate from the Secretary of State of the State of Missouri and each state where Gateway is licensed to transact insurance as of the Closing Date, addressed to the Purchasersextent Gateway is required by Law to be registered with the Secretary of State of states other than Missouri, and a certificate of compliance from the Missouri Department for Gateway, each dated as of a date within seven (7) Business Days prior to the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vixvi) a good standing certificate of from the Secretary of State of the State of Missouri for the Company, dated as of a date within seven (7) Business Days prior to the Closing Date, in form (xvii) all books and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors records of the Company Transferred Companies, including all original Insurance Licenses to transact insurance where Gateway is so authorized; and (xviii) all such additional instruments, documents and certificates provided for by this Agreement or a duly authorized committee thereof approving as may be reasonably requested by Buyer in connection with the consummation of the transactions contemplated by this Agreement and Agreement. (b) Buyer will deliver to Seller: (i) the other Transaction Documents and Estimated Cash Payment, by wire transfer of immediately available funds to an account or accounts designated in writing by Seller; (ii) if applicable, a copy of the Buyer Note, duly executed by Buyer; (iii) evidence of the issuance of the Securities, (b) certifying Closing Preferred Shares in the current versions name of Seller on the articles books of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyBuyer; (viiiv) true, correct and complete copies (or other evidence) of all valid approvals or authorizations of, filings or registrations with, or notifications to, all Governmental Entities required to be obtained, filed or made by Buyer in satisfaction of Section 5.2(c); (v) the officer's certificate referred to contemplated in Section 5.1(g5.2(a) and (b); and (viiivi) a certificate evidencing all such additional instruments, documents and certificates provided for by this Agreement or as may be reasonably requested by Seller in connection with the good standing consummation of the Company in Delaware issued transactions contemplated by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issueParent will deliver, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this Agreementthe Deed, duly executed and acknowledged by the CompanySeller and in recordable form; (ii) the Registration Rights ▇▇▇▇ of Sale, duly executed by Seller; (iii) copies of all Seller’s Required Consents obtained by Parent or Seller ; (iv) the certificate of incorporation, certificate of formation or similar formation document of each of Parent and Seller, certified as of a date not earlier than 15 days prior to the Closing Date, by the office of the Secretary of State of such entity’s organization; (v) a certificate of good standing with respect to (A) Seller , dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization and from the office of Secretary of State of each state in which Seller is qualified or licensed to do business as a foreign limited liability company, and (B) Parent, dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization; (vi) copies, certified on the Closing Date by the Secretary or Assistant Secretary of each of Parent and Seller of corporate or limited liability company resolutions, as applicable, authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Parent or Seller is a party, and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate dated the Closing Date of the Secretary or Assistant Secretary of each of Parent and Seller identifying the name and title and bearing the signatures of the respective officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Parent or Seller is a party; (viii) a complete copy of the Organizational Documents as in effect on the Closing Date of each of Parent and Seller, certified by the Secretary or Assistant Secretary of each of Parent and Seller; and (ix) such other documents as Buyer may reasonably request to carry out the purposes of this Agreement. (b) At the Closing, Buyer will issue to Cinergy Corp. in full satisfaction of the Purchase Price one or more promissory notes, each in substantially the form attached as Exhibit A to the Buyer’s Petition filed with the Indiana Utility Regulatory Commission in Cause No. 42311 on October 18, 2002. In addition, Buyer will deliver, or cause to be delivered, to Seller: (i) the Assumption Agreement, duly executed by the Company; Buyer; (ii) copies of all Buyer’s Required Consents obtained by Buyer; (iii) one the certificate of incorporation, certificate of formation or more stock certificates (if physical certificates are required by Purchaser to be held immediately similar formation document of Buyer , certified as of a date not earlier than 20 days prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in , by the office of the Secretary of State of such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaserentity’s organization; (iv) one copies, certified on the Closing Date by the Secretary or more Pre-Funded Warrants registered in Assistant Secretary of Buyer, of corporate resolutions authorizing the name execution and delivery of such Purchaser this Agreement and each Ancillary Agreement to purchase up to which Buyer is a number party, and the consummation of Underlying Shares as indicated on such Purchaser’s signature page to this Agreementthe transactions contemplated hereby and thereby; (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and certificate dated the Closing Date, in form Date of the Secretary or Assistant Secretary of Buyer identifying the name and substance reasonably satisfactory title and bearing the signatures of the officers thereof authorized to the Purchasersexecute and deliver this Agreement and each Ancillary Agreement to which Buyer is a party; (vi) a certificate complete copy of the Organizational Documents as in effect on the Closing Date of Buyer, certified by the Secretary or Assistant Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;Buyer; and (vii) such other documents as Seller or Parent may reasonably request to carry out the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing purposes of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On Buyer shall deliver, or cause to be delivered, to the Company, at or prior to the Closing, each of the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counselcertificate, dated as of the Closing Date, addressed to executed on behalf of Buyer by a duly authorized officer thereof certifying that each of the Purchasers, and dated the Closing Date, conditions set forth in form and substance reasonably satisfactory to the PurchasersSection 7.02 has been satisfied; (viii) the Assignment of Membership Interest, executed by Buyer; (iii) a certificate of the Secretary of the Companycertificate, dated as of the Closing Date, in form Date and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted executed on behalf of Buyer by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance officer of the SecuritiesBuyer, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyBuyer Organizational Documents; (viiiv) a good standing certificate from the certificate referred State of Delaware with respect to in Section 5.1(g)Buyer, dated within fifteen business days prior to the Closing Date; and (viiiv) a certificate evidencing the good standing of the Company in Delaware issued Escrow Agreement, duly executed by the Secretary of State, as of a date within five Business Days of the Closing DateBuyer. (b) On The Company, Parent or the Members, as applicable, shall deliver, or cause to be delivered, to Buyer, at or prior to the Closing, each Purchaser shall deliver or cause to be delivered to of the Company the following (the “Purchaser Deliverables”):following: (i) this Agreementa certificate, dated as of the Closing Date and executed on behalf of the Company by a duly executed by such Purchaserauthorized officer thereof certifying that each of the conditions set forth in Section 7.03 has been satisfied; (ii) the Registration Rights Closing Financial Certificate, executed on behalf of the Company by the Chief Financial Officer of the Company; (iii) the Assignment of Membership Interest, executed by each Member; (iv) FIRPTA documentation, consisting of a certificate of non-foreign status, prepared in accordance with Treasury Regulations Section 1.1445-2(b), in substantially the form attached hereto as Exhibit C; (v) written resignations, effective as of the Closing, from all offices, positions and boards of Parent or the Company, executed by each director or manager of the Parent or Company, as applicable, in substantially the form attached hereto as Exhibit D; (vi) a certificate, dated as of the Closing Date and executed on behalf of the Company by a duly authorized officer of the Company, certifying the Company Organizational Documents; (vii) a certificate, dated as of the Closing Date and executed on behalf of Parent by a duly authorized officer of Parent, certifying the Parent Organizational Documents; (viii) good standing certificates from the State of Delaware and each other state or jurisdiction in which each of Parent and the Company is qualified to do business, dated within fifteen business days prior to the Closing Date; (ix) payoff letters or similar instruments in form (including customary lien release documentation, if applicable) and substance reasonably satisfactory to Buyer with respect to all Company Debt; (x) an invoice from each recipient to which a Transaction Expense is owed (except for any recipients who will be paid Transaction Expenses through the Company’s payroll and, for the avoidance of doubt, except for the payee of the R&W Policy Premium) indicating the amount of Transaction Expenses payable to such recipient as of immediately prior to the Closing; (xi) the wire transfer instructions of the Members for payment of the Closing Cash Consideration, for purposes of a funds flow memorandum in the form attached hereto as Exhibit E (the “Funds Flow”); (xii) an IRS Form W-9 with respect to each Member; and (xiii) the Escrow Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserMembers.

Closing Deliveries. Administrative Agent shall have received each of the following documents, instruments, and agreements, each of which shall be in form and substance and executed in such counterparts (if applicable) as shall be acceptable to Administrative Agent and each of which shall, unless otherwise indicated, be dated as of the Fourth Amendment Effective Date: (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, counterparts hereof duly executed by the Company; (ii) Borrower and each of the Registration Rights Agreement, Lenders and consent and agreement counterparts hereof duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaserother Loan Parties; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vib) a certificate of the Secretary a Financial Officer of the CompanyBorrower in substantially the form of Exhibit D-2 to the Credit Agreement (i) certifying that no Default has occurred, dated as (ii) setting forth reasonably detailed calculations demonstrating pro forma compliance with the Consolidated Total Interest Coverage Ratio for the Rolling Period ended December 31, 2013 (without adding any Equity Cure Amounts or Equity Cure Rollover Amounts in the calculation of Annualized Consolidated EBITDA) and the Consolidated Total Leverage Ratio (calculated in accordance with Section 2.1), including, without limitation, reasonably detailed calculations of the Closing Specified Projects EBITDA Adjustment for each Specified Project (including a reasonably detailed summary of the terms of the applicable customer contracts relating to such calculation), each Specified Project’s Scheduled Completion Date, in form and substance reasonably satisfactory each Specified Project’s Projected Capacity (and, if applicable, any changes to the Purchaserssuch Projected Capacity and supporting information as required), (aiii) certifying stating whether any change in GAAP or in the resolutions adopted by application thereof has occurred since the Board of Directors date of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance financial statements referred to in Section 7.04 of the SecuritiesCredit Agreement and, if any such change has occurred, specifying the effect of such change on such calculations, (biv) certifying attaching reports setting forth the current versions of processing volumes for the articles of incorporationRolling Period ended December 31, as amended and restated2013, and by-laws, as amended, of the Company and (cv) certifying as to the signatures and authority satisfaction of persons signing the Transaction Documents and related documents on behalf each of the Company; conditions precedent set forth in this Section 2 (vii) other than with respect to the certificate referred to in Administrative Agent’s acceptance of the form and substance of the closing deliveries required under this Section 5.1(g2.3); and (viiic) a certificate evidencing such other documents, instruments and certificates as the Administrative Agent or its counsel may reasonably request relating to the foregoing, the organization, existence and good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days General Partner and each of the Closing Date. (b) On or prior Loan Parties, the authorization of this Amendment and the transactions contemplated hereby, and any other legal matters relating to the ClosingGeneral Partner, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) Loan Parties and this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserAmendment.

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) evidence of book entry of the Shares purchased by the Purchaser pursuant to this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasersor its nominee; (viii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit A, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (aA) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesSeries B Preferred Shares, (bB) certifying the current versions of the articles Articles of incorporation, as amended Incorporation and restated, and by-lawsbylaws, as amended, of the Company and Company, (cC) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iii) a certificate, dated as of the Closing Date and signed by of the President and Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit B; (iv) a Subsistence Certificate for the Company from the Department of State of the Commonwealth of Pennsylvania as of a recent date; (v) a certificate of the Federal Reserve Bank of Philadelphia to the effect that the Company is a registered bank holding company under the BHCA; (vi) a certificate of the PDBS as of a recent date evidencing the corporate existence of the Bank; (vii) a certificate of the certificate referred FDIC to in Section 5.1(g); andthe effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (viii) a certificate evidencing registration rights agreement, substantially in the good standing form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by the Company; (ix) the Statement with Respect to Shares relating to the Series B Preferred Stock filed with the Department of State of the Company Commonwealth of Pennsylvania in Delaware issued the form attached hereto as Exhibit D (the “Series B Preferred Stock Statement with Respect to Shares”); (x) the resignations of all of the Resigning Directors, in form and substance reasonably acceptable to the Initial Investors; and (xi) the Warrant Agreement, duly executed by the Secretary of State, as of a date within five Business Days of the Closing DateCompany. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Purchase Price” by wire transfer in accordance with to the account provided by the Company’s written instructions; (ii) the Registration Rights Agreement, duly executed by the Initial Investor Persons; (iii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit E; (iv) the Warrant Agreement, duly executed by the Initial Investors; (v) a properly completed and duly executed IRS Form W-9 dated no earlier than twenty (20) days prior to the Closing Date; and (ivvi) a certificate, dated as of the Closing Date, signed by an Internal Revenue Service Form W-9 (or any successor form)authorized officer of such Purchaser, duly and validly executed or, if such Purchaser is a natural person, signed by such Purchaser, certifying the fulfillment of the conditions specified in Section 5.2(a) and Section 5.2(b) with respect to such Purchaser.

Closing Deliveries. (ai) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Buyer the following following: (A) a certificate (the “Company DeliverablesSecretary Certificate”): (i) this Agreement), duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to Buyer, signed by the Purchaserssecretary of the Company, attaching thereto copies of the following documents and certifying, as applicable, that (x) such copies are complete and correct copies of such documents, (y) such documents are in full force and effect, and (z) such documents have not been amended, modified, or rescinded (and that the amendment, modification, or rescinding of such documents has not been authorized): i. each of the Company’s Organizational Documents; ii. the requisite written consent, or minutes of the meeting, of the Company’s board or managers or other governing body authorizing the execution and delivery of this Agreement and the Ancillary Documents, the Merger, and the performance of the transactions contemplated hereby and thereby, on behalf of the Company; and iii. the requisite consent, or minutes of the meeting, of the Company’s required equity holders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Company; (viB) a certificate of good standing of the Company from the Secretary of State of the State of Colorado dated within five (5) Business Days of the Closing Date; (C) a certificate executed by an officer of the Company, dated the Closing Date, stating that the preconditions specified in Section 6.2, as they relate to the Company have been satisfied; (D) from the Company, a certificate certifying that Membership Interests are not “United States real property interests” within the meaning of Section 897(c) of the Code (the “FIRPTA Certificate”); and (E) the Ancillary Documents, duly executed by the Escrow Agent and the Sellers’ Representative. (ii) At the Closing, Buyer and Parent will deliver or cause to be delivered to the Sellers or the Sellers’ Representative the following: (A) a certificate (the “Buyer Secretary Certificate”), dated the Closing Date, in form and substance reasonably satisfactory to Sellers’ Representative, signed by signed on behalf of Buyer by Buyer’s Secretary, attaching thereto copies of the Purchasersfollowing documents and certifying, as applicable, that (x) such copies are complete and correct copies of such documents, (ay) certifying such documents are in full force and effect, and (z) such documents have not been amended, modified, or rescinded (and that the resolutions adopted by amendment, modification, or rescinding of such documents has not been authorized): i. each of Buyer’s Organizational Documents; ii. the Board of Directors requisite written consent, or minutes of the Company meeting, of Buyer’s board or a duly authorized committee thereof approving managers or other governing body authorizing the transactions contemplated by execution and delivery of this Agreement and the other Transaction Documents Ancillary Documents, and the issuance performance of the Securitiestransactions contemplated hereby and thereby, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of Buyer; and iii. the Companyrequisite written consent, or minutes of the meeting, of Parent’s Board authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of Parent; (viiB) a certificate of good standing of each of Buyer and Parent from the Secretary of State its jurisdiction of organization, and each other state in which the Company is qualified to do business dated within five (5) Business Days of the Closing Date; (C) a certificate referred to executed by an officer of each of Buyer and Parent, dated the Closing Date, stating that the preconditions specified in Section 5.1(g)6.3 as they relate to Buyer and Parent have been satisfied; and (viiiD) the Ancillary Documents, duly executed by Buyer; and (E) a certificate evidencing the good standing capitalization table of the Company in Delaware issued by the Secretary of State, Parent dated as of a date within five Business Days of the Closing Date. (biii) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered Parent will deliver: (A) to the Company Sellers’ Representative, the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such PurchaserClosing Cash Payment; (iiB) to the Registration Rights AgreementEscrow Agent, duly executed by such Purchaser; the Stock Consideration (iiiexcluding the Indemnity Escrow Shares) its Subscription Amount, in U.S. dollars and in immediately available funds, to be deposited in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsStock Escrow Account; and (ivC) an Internal Revenue Service Form W-9 (or any successor form)to the Escrow Agent, duly and validly executed by such Purchaserthe Indemnity Escrow Shares to be deposited into the Indemnity Escrow Account.

Closing Deliveries. (a) On or prior to Parent and Merger Sub must have caused the Closing, the Company shall issue, deliver or cause following documents to be delivered (or tendered subject only to each Purchaser the following (the “Company Deliverables”):Closing) to Company: (i) this the Escrow Agreement, duly executed by the CompanyParent; (ii) the Exchange Agent Agreement executed by the Exchange Agent and Parent; (iii) the Registration Rights Agreement, duly attached hereto as Exhibit D, executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserParent and all other Persons party thereto except Company Shareholders; (iv) one or more Pre-Funded Warrants registered offer letters in substantially the name form of such Purchaser Exhibit E attached hereto, completed appropriately and executed by Parent and to purchase up be delivered by Parent to a number of Underlying Shares as indicated each Company employee set forth on such Purchaser’s signature page to this AgreementSchedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a legal opinion certificate of Company Counselgood standing of each of Parent and Merger Sub, in each case duly certified as of dated not earlier than the tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (vi) a certificate, dated as of the Closing Date, addressed to executed by duly authorized officers of Parent and Merger Sub, certifying the Purchasers, satisfaction of the conditions set forth in Sections 7.3(a) and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers(b); (vivii) a certificate of the Secretary of the Company, dated as Parent certifying and attaching copies of the Closing Datebylaws of Parent, in form certifying and substance reasonably satisfactory to the Purchasers, (a) certifying the attaching all requisite resolutions adopted by the Board or actions of Directors Parent’s board of the Company or a duly authorized committee thereof directors approving the transactions contemplated by execution and delivery of this Agreement and the other Transaction Documents and the issuance consummation of the Securitiestransactions contemplated hereby, (b) and certifying to the current versions incumbency of the articles officers of incorporation, as amended Parent executing this Agreement and restated, and by-laws, as amended, of the Company and (c) certifying as any other document relating to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g)transactions contemplated hereby; and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days Merger Sub certifying and attaching copies of the Closing Date. (b) On bylaws of Merger Sub, certifying and attaching all requisite resolutions or prior actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the Closing, each Purchaser shall deliver or cause to be delivered incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchasertransactions contemplated hereby.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one a certificate or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies evidence of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunderbook-entry notation, registered in the name of Purchaser or its designated nominee, representing the Shares to be issued and delivered to Purchaser directly or to Purchaser’s designated broker-dealer account, against payment in full by Purchaser of the Subscription Amount; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (vii) a legal opinion of Company Counselcertificate, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary duly executed by an officer of the Company, dated as of the Closing DateDate certifying that the conditions specified in Section 4.1 have been fulfilled; (iii) a certificate of the Secretary of State of the Commonwealth of Pennsylvania, in form and substance reasonably satisfactory dated not more than five business days prior to the PurchasersClosing Date certifying that the Company is in good standing; (iv) a certificate of the Secretary or Assistant Secretary of the Company, certifying as to (1) the Company’s charter documents, (a2) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof Independent Committee and the Company’s board of directors authorizing and approving the issuance of the Shares and other transactions contemplated by this Agreement Agreement, and (3) the other Transaction Documents and the issuance incumbency of the Securitiesofficer authorized to execute this Agreement, setting forth the name and title and bearing the signatures of such officer; (bv) certifying the current versions an executed copy of the articles of incorporation, as amended and restated, and by-laws, as amended, Registration Rights Agreement; (vi) an executed copy of the Company and (c) certifying as Additional Listing Application to be submitted to the signatures and authority of persons signing NYSE MKT for the Transaction Documents and related documents on behalf listing of the Company;Shares on the NYSE MKT; and (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of Statecross-receipt, as of a date within five Business Days of dated the Closing Date, executed by the Company, to the effect that the Company has received the Subscription Amount for the Shares purchased by Purchaser. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, duly executed the Subscription Amount by such wire transfer of immediately available funds to an account designated by the Company in writing at least two business days prior to the Closing by the Company to Purchaser; (ii) the Registration Rights Agreementa certificate, duly executed by such Purchaser, dated as of the Closing Date, certifying that the conditions specified in Section 3.1 have been fulfilled; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in an executed copy of the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsRegistration Rights Agreement; and (iv) an Internal Revenue Service Form W-9 (or any successor form)a cross-receipt, duly and validly dated the Closing Date, executed by such PurchaserPurchaser to the effect that Purchaser has received the Shares purchased by Purchaser hereunder.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the Purchasers the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) a copy of the Registration Rights AgreementCompany’s irrevocable instructions to the Transfer Agent, duly executed acknowledged by the Company; (iii) Transfer Agent, instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates certificates, free and clear of all restrictive and other legends (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Dateexcept as provided in Section 4.1(b) allocated in such amounts as such Purchaser shall requesthereof), evidencing the Purchased Shares subscribed for by each Purchaser hereunder, registered in the name of each respective Purchaser, with the original stock certificates sent to the respective Purchasers within three (3) Business Days of the Closing; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (viii) a legal opinion of Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (viiv) a certificate of the Secretary of the CompanyCompany (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles certificate of incorporation, as amended and restatedamended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viiv) the certificate Compliance Certificate referred to in Section 5.1(g); and; (viiivi) a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five two (2) Business Days of the Closing Date; (vii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the States of New York and Ohio, as of a date within three (3) Business Days of the Closing Date; (viii) a certified copy of the certificate of incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (ix) a true and accurate pro forma capitalization table of the Company in Microsoft Excel format setting forth the aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options, warrants and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) as of the Closing Date (the “Capitalization Table”); (x) a fully executed Registration Rights Agreement; and (xi) fully executed Lock Up Agreements. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by Purchase Price set forth opposite such Purchaser; (iii) its Subscription Amount, ’s name on Schedule 1 in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing to the Company’s written instructionsPurchasers by the Company for such purpose; and (iviii) an Internal Revenue Service Form W-9 (or any successor form)a fully completed and duly executed Accredited Investor Questionnaire, duly reasonably satisfactory to the Company, and validly executed by such PurchaserStock Certificate Questionnaire, each in the form attached hereto as Exhibits A-1 and A-2, respectively.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, will deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (iA) this Agreementthe items required to be delivered to Buyer pursuant to Section 8, duly executed by the Company;Company where so required, (iiB) certificates representing the applicable Debenture and Warrant, (C) a certificate ("CLOSING CERTIFICATE") signed by its chief executive officer or chief financial officer (1) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the applicable Closing Date, as if such representations and warranties were made and given on all such dates, (2) adopting the covenants and conditions set forth in this Agreement in relation to the applicable Debenture and Warrants, (3) representing the timely compliance by the Company with the Company's registration requirements set forth in the Registration Rights Agreement, duly executed by and (4) certifying that an Event of Default has not occurred, (D) a legal opinion in substantially the form of Exhibit E attached hereto in relation to the Company; , the applicable Debenture, the applicable Warrant and the Transaction Documents (iii"CLOSING LEGAL OPINION"), (E) one or more stock certificates (if physical certificates are required by Purchaser a Debenture with a principal amount equal to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunderBuyer’s Original Principal Amount, registered in the name of Purchaser;such Buyer, (ivF) one or more Pre-Funded Warrants a Warrant registered in the name of such Purchaser Buyer to purchase up to a number of Underlying Shares shares of Common Stock equal to the Warrant Amount (as indicated on such Purchaser’s signature page defined in Section 1(b)(v)) with an exercise price equal to this Agreementthe Initial Warrant Exercise Price (as defined in Section 1(b)(v)) subject to adjustment therein, and (vG) a legal opinion of the Intercreditor Agreement duly executed by the Company Counseland the buyers signatory to the Securities Purchase Agreement, dated as of April 16, 2007, between the Company and such buyers; (H) Limited Standstill Agreements, in the form of Exhibit F hereto, duly executed by each of the Designated Insiders (as defined in Section 4(r)). On the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (iA) this Securities Purchase Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, the Security Agreement and the Intercreditor Agreement duly executed by such Purchaser; Buyer, (iiiB) its Subscription Amount, in U.S. dollars and in immediately available funds, funds in the amount indicated below of such PurchaserBuyer’s name on the applicable signature page hereto Purchase Price by wire transfer to the account as specified in accordance with writing by the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (ai) On The Purchaser shall have received a certificate from the Company, dated as the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 7.3(a), 7.3(b) and 7.3(c) (ii) The Company shall have delivered to the Purchaser a certificate from its secretary certifying as to (A) copies of the Company’s Governing Documents as in effect as of the Closing Date, (B) the resolutions of the Company’s board of directors and stockholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated hereby and thereby, and (C) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound. (iii) The Company shall have delivered to the Purchaser a good standing certificate (or similar documents applicable for such jurisdictions) for the Company certified as of a date no later than thirty (30) days prior to the Closing, Closing Date from the Company shall issue, deliver or cause to be delivered to each Purchaser proper Governmental Authority of the following (the “Company Deliverables”):Company’s jurisdiction of organization. (iiv) this The Purchaser shall have received a copy of the Escrow Agreement, duly executed by the Company; (ii) Stockholder Representative and the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this AgreementEscrow Agent. (v) a legal opinion The Exchange Agent shall have received from each Company Stockholder: (A) the Company Certificates representing the Company Stock (or duly executed affidavits of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, lost stock certificates in form and substance reasonably satisfactory acceptable to the Purchasers;Purchaser and Exchange Agent), (B) a properly completed and duly executed Letter of Transmittal, and (C) such other documents and executed instruments of transfer in respect of the Company Stock as may be reasonably requested by the Exchange Agent and in form reasonably acceptable for transfer on the books of the Company. (vi) a certificate The Purchaser shall have received duly executed written resolutions of the Secretary board of directors of the Company, dated in the agreed form, approving: the Merger, Merger Agreement and the transactions contemplated thereby. (vii) The Purchaser shall have received written resignations, effective as of the Closing DateClosing, in form of each of the directors and substance reasonably satisfactory officers of the Company as requested by the Purchaser prior to the Purchasers, Closing. (aviii) certifying The Purchaser shall have received evidence reasonably acceptable to the resolutions adopted by Purchaser that (i) the Board of Directors Company Notes and all other issued or outstanding convertible securities of the Company or a duly authorized committee thereof approving commitments therefor, including without limitation the transactions contemplated by this Agreement ▇▇▇▇▇▇ Bay Notes, the ▇▇▇▇▇▇ Bay Warrants and all other Company Notes and Company Warrants shall have been terminated, extinguished and cancelled in full. (ix) The Purchaser shall have received evidence reasonably acceptable to the other Transaction Documents and the issuance of the SecuritiesPurchaser, (b) certifying the current versions of the articles of incorporationincluding payoff letters, as amended and restated, and by-laws, as amended, that all outstanding Indebtedness of the Company and (cother than the Convertible Notes terminated pursuant to Section 7.3(d)(viii) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viiabove) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Dateshall be repaid or otherwise extinguished. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company and the Three Controlling Shareholders, as applicable, shall issue, deliver or cause to be delivered to the Investor fully executed originals of each Purchaser of the following (the “Company Deliverables”): (i) this Agreementa stock certificate, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall requesta standard Securities Act restrictive legend thereon, evidencing the Purchased Shares subscribed for by Purchaser hereunder2,900,000 Shares, registered in the name of Purchaserthe Investor; (ii) a shareholders list dated on or prior to the Closing Date certified by the Company’s Transfer Agent reflecting issued and outstanding only the 600,000 Existing Shares; (iii) an officer’s certificate to the effect that (A) each of the conditions specified in this Section 2.2(a) and in Section 5.1 hereof are satisfied in all respects, and (B) as of the Closing, the Company has no Indebtedness and/or other liabilities and no tangible assets; (iv) one or more Pre-Funded Warrants registered in a certificate by the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion Secretary of Company Counselattaching and certifying as to the accuracy of (A) its current Certificate of Incorporation and Bylaws, dated both as of amended to the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (viB) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving authorizing this Agreement and the transactions contemplated hereby and the other Transaction Documents, and (C) a Good Standing Certificate from the Secretary of State for the State of Nevada dated no later than 2 Business Days from the Closing Date; and (v) all Company original minute book, corporate seal, all other original corporate documents and agreements and all other books and records of the Company; (vi) resignations and releases from and executed by each officer and director including the Three Controlling Shareholders of the Company immediately prior to Closing set forth on Schedule 2.2(vi), such resignations and releases to be effective on the Closing Date, which shall not be earlier than the tenth (10th) day following the date of filing with the SEC and subsequent mailing of the Company’s Information Statement on Schedule 14f-1 (the “14f-1” or the “Information Statement”) to the Company’s stockholders of record as of March 30, 2017 disclosing, among other required and/or advisable items, a change of control of the majority of the Board of Directors of the Company, which form of resignation and release is attached hereto as Exhibit D (each a “Resignation” and collectively, the “Resignations”); (vii) fully executed copies of all documents, agreements and instruments related to the sale, transfer and/or assignment of any (A) Indebtedness and/or liabilities of the Company owed to any Person, and (B) shares of Common Stock or other rights relating thereto; (viii) correct and complete copies of all federal and state income returns of the Company, from fiscal year 2011 through fiscal year 2016; (A) the Debt Cancellation Agreements, and (B) pay-off letters and releases from the Persons and in form and substance reasonably satisfactory to the Investor; (x) original stock certificates representing all of the Cancellation Shares and Repurchase Shares (the “CS/RS Stock Certificates”) and fully executed stock powers dated the Closing Date transferring the Cancellation Shares and the Repurchase Shares to the Company by each of the Cancelling Shareholders and the Repurchased Shareholder, respectively, for cancellation (the “CR/CS Stock Powers”) pursuant to the Debt Cancellation Agreements and the Repurchase Agreement; (xi) Unanimous Written Consents of the Board of Directors of the Company (the “UWC”) authorizing and approving, among other items, the execution, delivery and performance of this Agreement and the other Transaction Documents and the issuance transactions contemplated hereby and thereby including, but not limited to, the sale by the Company to the Investor of the Securities2,900,000 Shares, (b) certifying the current versions acceptance of the articles of incorporation, as amended Resignations and restated, and by-laws, as amended, the appointment/election of the Company Investor’s nominees as successor directors and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf officers of the Company; (viixii) An executed Affidavit of Mailing from the Company’s Transfer Agent (as defined below) attesting to the mailing date of the 14f-1; (xiii) Fully executed copy of (A) a letter agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., counsel to the Company (in his capacity as escrow agent for the Company (the “Escrow Agent”), executed by the Escrow Agent, the Company and the Investor authorizing the release of the $375,000 Purchase Price (of which $50,000 was previously paid to the Investor’s counsel as provided elsewhere herein) to the Persons and in the amounts specified in Schedule 3.1(c), Schedule 4.3 and Schedule 4.7(i) and (ii), (the “Escrow Release Letter”), pursuant to an escrow agreement dated prior to the Closing Date by and among the Investor, the Company and the Escrow Agent (the “Escrow Agreement”), and (B) the certificate referred Escrow Agreement; (xiv) Bank account information and specimen signatures for the corporate accounts of the Company; (xv) The Repurchase Agreement executed by the Company and the Repurchased Shareholder; (xvi) The Share Cancellation Agreements; (A) fully executed copy of an Indemnification Escrow Agreement dated on or prior to the Closing Date by and among Gusrae ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, legal counsel to the Investor (in Section 5.1(gits capacity as escrow agent, the “Indemnification Escrow Agent”), the Three Controlling Shareholders, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Investor for the escrow of (1) 292,248 Existing Shares (the “Indemnification Existing Shares”), consisting of (I) 247,248 Existing Shares beneficially owned by ▇▇. ▇▇▇▇▇▇▇, and (II) an aggregate of 45,000 Existing Shares beneficially owned by each of the Three Controlling Shareholders (15,000 Existing Shares beneficially owned by each Controlling Shareholder) (the “Indemnification Escrow Agreement”) and (B) original stock certificates representing such 292,248 Indemnification Existing Shares in the names of the persons and in the amounts set forth above (the “Indemnification Escrow Stock Certificates”) and corresponding fully executed and notarized, but undated stock transfer powers from each of such persons and for such Indemnification Existing Shares (the “Indemnification Stock Powers,” and together with the Indemnification Existing Shares, the Indemnification Escrow Stock Certificates and the Indemnification Escrow Agreement, collectively, the “Indemnification Escrow Documents”); and (viiixviii) a certificate evidencing the good standing of the Company in Delaware issued Such other documents, instruments and agreements and other items reasonably requested by the Secretary of State, as of a date within five Business Days of the Closing Date.Investor (b) On At or prior to the Closing, each Purchaser the Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) A wire transfer to the Company’s legal counsel’s escrow account in the amount of the $375,000 Purchase Price (less $50,000 plus documented expenses, if any to the Investor’s legal counsel for services provided to the Investor in connection with this Agreement, duly executed by such PurchaserAgreement and the transactions contemplated herein and the other Transaction Documents); (ii) the Registration Rights Agreement, duly A certificate executed by such Purchaserthe Investor, attesting to the accuracy of the representations and warranties of the Investor made in this Agreement pursuant to Section 3.2; (iii) its Subscription Amount, in U.S. dollars A list of all Persons to fill all executive officer positions and in immediately available funds, in vacancies to the amount indicated below such Purchaser’s name on Company Board of Directors; (iv) An executed copy of this Agreement by the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsInvestor; and (ivv) an Internal Revenue Service Form W-9 (or any successor form)A copy of the Escrow Letter, duly the Escrow Agreement and validly the Indemnification Escrow Agreement executed by such Purchaserthe Investor.

Closing Deliveries. (a) On or prior to At the Closing, the Company parties shall issue, deliver or cause to be delivered the following: (a) Each Contributor shall deliver to each Purchaser the following (Company the “Company Deliverables”):following: (i) a copy of the Contribution and Assumption Agreement, duly executed by such Contributor; (ii) an affidavit from such Contributor substantially in the form attached hereto as Exhibit G, duly executed by such Contributor; (iii) a copy of the Registration Rights Agreement substantially in the form attached hereto as Exhibit H (the “Registration Rights Agreement”), duly executed by such Contributor; (iv) with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a copy of the Stockholders Agreement substantially in the form attached hereto as Exhibit I (the “Stockholders Agreement”), duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as applicable; (v) any other documents that are in the possession of such Contributor or which can be obtained through such Contributor’s reasonable efforts which are reasonably requested by the Company or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Remaining Company Interests and effectuate the transactions contemplated hereby; and (vi) a certification regarding the accuracy in all material respects of the representations and warranties of the Contributors contained in this Agreement as of the Closing Date. (b) The Company shall deliver to each Contributor the following: (i) the Share Certificates or evidence of delivery of uncertificated Common Shares by book-entry and/or other evidence of the transfer of Common Shares to such Contributor; (ii) a copy of the Contribution and Assumption Agreement, duly executed by the Company; (iiiii) a copy of the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser;and (iv) one or more Pre-Funded Warrants registered a certification regarding the accuracy in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as all material respects of the Closing Date, addressed to the Purchasers, representations and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors warranties of the Company or a duly authorized committee thereof approving the transactions contemplated by contained in this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (bc) On or prior to the Closing, each Purchaser The Company shall deliver or cause to be delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ a copy of the Company the following (the “Purchaser Deliverables”): (i) this Stockholders Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars Company and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserColumn.

Closing Deliveries. (a) On or prior to the Closing (or any Subsequent Closing, in which case references to the “Closing Date” below shall be understood to mean the Subsequent Closing Date), the Company shall issue, deliver or cause to be delivered to each Purchaser Celgene Switzerland the following (the “Company Deliverables”): (i) this Agreement, duly executed by the CompanyCompany (only on the Closing Date); (ii) the Registration Rights AgreementClosing Shares (or, duly executed by with respect to the Company; Subsequent Closing, the Applicable Subsequent Closing Shares) in book-entry form, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof); (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days a certificate of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing Secretary or Assistant Secretary of the Purchased Shares subscribed for by Purchaser hereunder, registered in Company (the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser“Secretary’s signature page to this Agreement (v) a legal opinion of Company CounselCertificate”), dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles certificate of incorporation, as amended and restatedamended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents this Agreement and related documents on behalf of the Company, in the form attached hereto as Exhibit A; (vii) the certificate referred to in Section 5.1(g); and (viiiiv) a certificate evidencing the formation and good standing of the Company in Delaware issued by the Secretary of StateState of Delaware, as of a date within five Business (5) Trading Days of the Closing Date; and (v) a certified copy of the Company’s restated certificate of incorporation, as certified by the Secretary of State of Delaware as of a date within five (5) Trading Days of the Closing Date. (b) On or prior to the Closing or Subsequent Closing, each Purchaser as applicable, Celgene Switzerland shall deliver or cause to be delivered to the Company the following (the “Purchaser Celgene Deliverables”): (i) this Agreement, duly executed by such Purchaser;the Celgene Parties; and (ii) the Registration Rights Agreementpurchase price for the Closing Shares (or, duly executed by such Purchaser; (iiiwith respect to a Subsequent Closing, the Applicable Subsequent Closing Shares) its Subscription Amount, as provided in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor formSection 2.1(c), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company Seller shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Purchaser: (i) this Agreementone or more certificate(s) representing the Shares, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form reasonably satisfactory to Purchaser for transfer on the books of GNLV and GNL (with any requisite transfer Tax stamps attached by the CompanySeller); (ii) an executed receipt for the Registration Rights Agreement, duly executed by the Company; Closing Date Purchase Price; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes the Articles of Closing with Incorporation (in the original stock certificates to be delivered case of GNELLC, its Articles of Organization) of each of the MGM Acquired Entities, certified as of a date within 30 calendar days three Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing Date by the Purchased Shares subscribed for by Purchaser hereunder, registered in Secretary of State of the name State of PurchaserNevada; (iv) one a copy, certified by the Secretary of (A) each of the MGM Parties, of the resolutions of its Board of Directors or more Pre-Funded Warrants registered Executive Committee thereof (in the name case of such Purchaser to purchase up to a number GNELLC, its Board of Underlying Shares as indicated on such Purchaser’s signature page to Managers) authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, and in each case such resolutions shall be in full force and effect and not revoked and (B) each of the MGM Acquired Entities, of its Bylaws (in the case of GNELLC, the GNELLC Operating Agreement); (v) a legal opinion duly executed certificate of Company Counselthe President of each of the MGM Parties pursuant to Section 6.3(c); (vi) a good standing certificate (or its equivalent) for each of the MGM Acquired Entities issued by the Secretary of State of the State of Nevada and of such other applicable jurisdictions where any of the MGM Acquired Entities are qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, dated as of a date within three Business Days prior to the Closing Date; (vii) a bring down good standing certificate, dated as of the Closing Date, addressed of each of the certificates delivered pursuant to Section 2.3(a)(vi), or a verbal confirmation from the Secretary of State of the applicable jurisdiction on the Closing Date with respect to such good standing; (viii) the original stock and corporate minutes books (or their equivalent) of each of the MGM Acquired Entities, except for the GNLV stock and corporate minute books for the years 1974-1988; (ix) duly executed resignations effective as of the Closing Date from such directors, officers and managers of the MGM Acquired Entities and FSELLC (in the case of any appointees of the MGM Acquired Entities to the Purchasers, and dated FSELLC Board of Managers) as Purchaser shall have requested in writing not less than two Business Days prior to the Closing Date; (x) an opinion from Seller’s outside counsel in form and substance reasonably satisfactory to Purchaser and its outside counsel addressing reasonable and customary matters for this type of transaction; (xi) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.8; (xii) duly executed copies of the bills of sale evidencing the Slot Machine Transfer; (xiii) a duly executed copy of the ▇▇▇▇ of sale evidencing the Nuggets Transfer; (xiv) a duly executed copy of the ▇▇▇▇ of sale evidencing the Artwork Transfer; (xv) duly executed copies of documentation evidencing the Amendment of Indemnification Contracts; (xvi) duly executed copies of documentation evidencing the Termination of Affiliate Contracts; (xvii) evidence in form and substance satisfactory to Purchaser that the Release of Encumbrances occurs at the Closing, including without limitation, the delivery of Uniform Commercial Code financing UCC-3 collateral change statements, discharges, executed releases to be filed with the United States Patent and Trademark Office and the United States Copyright Office with respect to Intellectual Property or other appropriate termination statements, recordings and other actions Purchaser deems necessary or advisable; (xviii) evidence in form and substance satisfactory to Purchaser that the Release of Guaranties occurs at the Closing; (xix) results of a recent search, by a Person satisfactory to the Purchaser, of all effective Uniform Commercial Code financing statements and fixture filings and all judgment and Tax lien filings that may have been made with respect to the Shares, the GNELLC Interest, the FSELLC Interest and any assets or properties of the MGM Acquired Entities, together with copies of all such filings disclosed by such search; (xx) an executed counterpart of the Transitional Services Agreement; (xxi) FIRPTA certificates in form and substance reasonably satisfactory to Purchaser; (xxii) duly executed copies of the assignment and license agreements as required by Section 5.14(d), including evidence of the filing of all assignments with the United States Patent and Trademark Office, United States Copyright Office and any applicable domain name registries and any other documents executed by Parent or its Affiliates conveying the MGM Acquired Entities Owned Intellectual Property and the right to Use the Used Intellectual Property to Purchaser; (xxiii) a duly executed copy of the contribution agreement evidencing the Government Treasury Strips Transfer; (xxiv) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.27; and (xxv) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Purchaser may reasonably request to effect the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing DatePurchaser. (b) On or prior to At the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Seller: (i) this Agreement, duly executed the Closing Date Purchase Price (less the Seller Financing) in immediately available funds by wire transfer to an account designated by Seller in writing to Purchaser with such Purchasernotice being provided to Purchaser no less than five Business Days prior to the Closing Date; (ii) an executed receipt for delivery of the Registration Rights Agreement, duly executed by such PurchaserShares; (iii) the executed Seller Note; (iv) the executed Poster Guaranty; (v) the executed stock pledge agreement relating to the shares of PB Gaming owned by ▇▇▇▇▇▇▇ Poster and the stock certificate(s) evidencing such shares accompanied by stock power(s) duly executed in blank; (vi) copies of the principal transaction documents relating to the Financing; (vii) a copy of the Poster Note; (viii) a copy of the Articles of Incorporation of PB Gaming, certified as of a date within three Business Days of the Closing Date by the Secretary of State of the State of Nevada; (ix) a copy, certified by the Secretary of PB Gaming of its Subscription AmountBylaws; (x) an executed receipt for the Shares; (xi) a copy, certified by the Secretary of Purchaser, of the resolutions of Purchaser’s board of directors authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, which resolutions shall be in U.S. dollars full force and effect and not revoked; (xii) a duly executed certificate of the President of Purchaser pursuant to Section 6.2(c); (xiii) a good standing certificate of each of Purchaser and PB Gaming issued by the Secretary of State of the State of Nevada, dated as of a date within three Business Days prior to the Closing Date; (xiv) a bring down good standing certificate, dated as of the Closing Date, of the certificate delivered pursuant to Section 2.3(b)(xiii), or a verbal confirmation from the Secretary of State of the State of Nevada on the Closing Date with respect to such good standing; (xv) an opinion from Purchaser’s outside counsel in immediately available fundsform and substance reasonably satisfactory to Seller and its outside counsel addressing reasonable and customary matters for this type of transaction; (xvi) copies of Gaming Licenses required to be obtained by Purchaser or any of its directors, officers, employees, stockholders and Affiliates in connection with the consummation of the transactions contemplated by this Agreement; (xvii) an executed counterpart of the Transitional Services Agreement; (xviii) a duly executed copy of the solvency certificate from the Chief Financial Officer of the Purchaser in connection with paragraph (i) of the Commitment Letter; provided that Parent and Seller as a condition to delivery hereby expressly disclaim and waive any reliance on the information contained in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionssolvency certificate; and (ivxix) an Internal Revenue Service Form W-9 (or any successor form)all other previously undelivered documents, duly agreements, instruments, writings and validly executed certificates, and such other documents, agreements, instruments, writings and certificates as Seller may reasonably request to effect the transactions contemplated by such Purchaserthis Agreement, in form and substance reasonably satisfactory to Seller.

Closing Deliveries. At the Closing, (a) On or prior to the Closing, Sellers and the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Purchaser: (i) assignments of the Company Interests to the New Partners; (ii) copies of certain consents and approvals required under the Company's Contracts; (iii) the Opinions of counsel to Company and Sellers requested by TSI; (iv) the Services Agreement between Lexington Management Corporation and the Company; (v) the Employment Agreements, and terminations of agreements, required by SECTION 4.5; (vi) Landlord's consent to assignment of office lease to the Company and sublease to Glade Properties, Inc. (vii) assignment of trademarks referenced in Section 4.12, and the Trademark License; (viii) a certificate, signed an officer of the GP of the Company, as to the partnership agreement and other organizational documents of the Company, the resolutions adopted by the board of directors and shareholders of the GP, and by all the Partners of the Company, in connection with this Agreement, duly executed and the incumbency of certain officers of the GP and the Partners of the Company; (ix) certificates issued by the appropriate governmental authorities evidencing the existence of the Company and the existence and good standing of the GP; and (x) such Purchaserother documents and certificates as are required to consummate the transactions contemplated by this Agreement. (b) The Purchaser shall deliver to the Sellers: (i) immediately available funds in the amount of $20,000,000, delivered as directed by Sellers under Section 1.1; (ii) the Registration Rights Agreement, duly executed by such PurchaserTSI Stock to be issued and delivered in accordance with SECTION 1.1; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in an Officers' Certificate of TSI; (iv) the amount indicated below such Purchaser’s name on the applicable signature page hereto Employment Agreements required by wire transfer in accordance with the Company’s written instructionsSECTION 4.5; and (ivv) an Internal Revenue Service Form W-9 (or any successor form), duly such other documents and validly executed certificates as are required to consummate the transactions contemplated by such Purchaserthis Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) evidence that the Certificate of Designations has been filed and become effective on or prior to the Closing Date with the Secretary of State of the State of Delaware; (ii) the legal opinion of Company Counsel, customary in form and substance and reasonably acceptable to the Purchasers and their respective counsel, executed by such counsel; (iii) a certificate dated as of the Closing Date and signed by the chief executive officer of the Company certifying as to the fulfillment of each of the conditions set forth in Section 5.1; (iv) a letter addressed to each of the Purchasers from (i) Company Counsel and (ii) counsel to the initial purchasers for the Company’s issuance of new senior notes, pursuant to which the Purchasers are expressly permitted to rely on the negative assurance letters delivered by such counsel in connection with the Offering Memorandum; and (v) any other document reasonably requested by the Purchasers or counsel to the Purchasers. (b) In addition, at the Closing, the Company shall deliver or cause to be delivered to each Initial Purchaser the following: (i) certificates representing the number of the Shares indicated below each Initial Purchaser’s name on the signature page of this AgreementAgreement under the heading “Shares,” registered in the name of each corresponding Initial Purchaser. (c) In addition, at the Closing, the Company shall deliver or cause to be delivered to the Subsequent Purchaser the following: (i) the letter agreement in the form of Exhibit C (the “Board Rights Letter”), duly executed by the Company; (ii) the letter agreement in the form of Exhibit E (the “Management Rights Letter”), duly executed by the Company; (iii) the Registration Rights Agreement, duly executed by the Company; and (iiiiv) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with representing the original stock certificates to be delivered within 30 calendar days number of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing Shares indicated below the Purchased Shares subscribed for by Purchaser hereunder, Subsequent Purchaser’s name on the signature page of this Agreement under the heading “Shares,” registered in the name of the Subsequent Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (bd) On or prior to At the Closing, each Initial Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): following: (i) the purchase price indicated below such Initial Purchaser’s name on the signature page of this Agreement, duly executed by such Purchaser; (ii) Agreement under the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, heading “Purchase Price,” in U.S. dollars Dollars and in immediately available funds, by wire transfer to an account designated in writing by the amount Company for such purpose; (ii) each Transaction Document to which such Initial Purchaser is a signatory, duly executed by such Initial Purchaser and (iii) upon consummation of the sale of the Shares to the Subsequent Purchaser, the certificates delivered pursuant to Section 2.2(b)(i) above. (e) At the Closing, the Subsequent Purchaser shall deliver or cause to be delivered: (i) to the Initial Purchasers, the purchase price indicated below such the Subsequent Purchaser’s name on the applicable signature page hereto of this Agreement under the heading “Purchase Price,” in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in accordance with writing by the Company’s written instructionsInitial Purchasers for such purpose; and and (ivii) an Internal Revenue Service Form W-9 (or any successor form)to the Company and the Initial Purchasers, each Transaction Document to which the Subsequent Purchaser and such other Person is a signatory, duly and validly executed by such the Subsequent Purchaser.

Closing Deliveries. At the Closing: (aA) On Seller shall deliver to Purchaser: (1) certificates representing the Shares, duly endorsed in blank or prior accompanied by stock powers duly executed in proper form for transfer to Purchaser; (2) an Assignment and Assumption of Option Agreement in substantially the form attached hereto as Exhibit A (the "Assignment Agreement"), relating to the ClosingOption Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the Company shall issue"Option Agreement"), deliver or cause to be delivered to each Purchaser by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the following (the “Company Deliverables”): (i) this Agreement"Optionees"), duly executed by the CompanySeller and each Optionee; (ii3) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days a certificate of the Closing Date) allocated in such amounts Secretary of Seller certifying, as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated complete and accurate as of the Closing DateClosing, addressed attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the Purchasers, incumbency and dated signatures of the Closing Date, in form officers of Seller executing this Agreement and substance reasonably satisfactory any other document contemplated hereby to the Purchasers;be executed by Seller; and (vi4) a certificate of the Secretary of the CompanyCompany certifying, dated as complete and accurate as of the Closing DateClosing, in form attached copies of the articles of incorporation and substance reasonably satisfactory code of regulations of the Company, and certifying to the Purchasers, (a) certifying incumbency of the resolutions adopted by the Board of Directors officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a duly authorized committee thereof certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and the any other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause document contemplated hereby to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days three Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request), evidencing the Purchased Preferred Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; such Purchaser or as otherwise set forth on the Investor Questionnaire included as Exhibit D, hereto, (ivthe “Stock Certificates”) one or more Pre(or, if the Company and such Purchaser agree, the Company shall cause to be made a book-Funded Warrants entry record through the facilities of DTC representing the Preferred Shares registered in the name of such Purchaser to purchase up to a number of Underlying Shares or as indicated otherwise set forth on such Purchaser’s signature page to this Agreementthe Investor Questionnaire); (viii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit E, executed by such counsel and addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (viiv) the Registration Rights Agreement duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit F (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company (“Board of Directors”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restatedamended, and by-lawsbylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viivi) the certificate Compliance Certificate referred to in Section 5.1(g); (vii) a Certificate of Good Standing for the Company from the California Secretary of State, as of a recent date; and (viii) a certificate evidencing Certificate of Good Standing for the good standing of Bank from the Company in Delaware issued by the Secretary of StateDFI, as of a date within five Business Days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) an Internal Revenue Service Form W-9 (or any successor form)a fully completed and duly executed Investor Questionnaire, duly and validly executed by such Purchaser.reasonably satisfactory to the Company in the form attached hereto as Exhibit D.

Closing Deliveries. (a) On At or prior to the Closing, Closing on the Company Closing Date: (a) Ski Holdings shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):GT Acquisition: (i) this Agreementall such bills of sale, duly executed by deeds, assignments and other documents and instruments of sale, assignment, conveyance and transfer, as GT Acquisition or its counsel may deem necessary or desirable to effect the Companytransfer of the Purchased Assets to GT Acquisition; (ii) certified copies of the Registration Rights resolutions of the Board of Directors of Ski Holdings, approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement, duly executed by the Company; all in accordance with its Certificate of Incorporation and By-laws; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts Secretaries of State of the State of Delaware and the State of Wyoming as such Purchaser shall request, evidencing to the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserTarghee Corp Mergers; (iv) one or more Pre-Funded Warrants registered in certificates of the name Secretary of such Purchaser State of the State of Delaware as to purchase up to a number the legal existence and good standing of Underlying Shares as indicated on such Purchaser’s signature page to this AgreementSki Holdings; (v) a legal opinion certificate of Company Counsel, dated as of non-foreign status in the Closing Date, addressed to form set forth in the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the PurchasersU.S. Treasury Regulations; (vi) a certificate schedules of the Secretary accounts payable of the CompanyTarghee Corp and its Subsidiaries, dated including accounts payable of Ski Holdings allocable to Targhee Corp, as of the Closing Dateat February 18, 2000 for Targhee Corp and its Subsidiaries and as at February 21, 2000 for Ski Holdings, in form and substance reasonably satisfactory to each case reflecting the Purchasers, (a) certifying the resolutions adopted by the Board aging of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;such accounts; and (vii) such other documents to be delivered by Targhee Corp and Ski Holdings hereunder or as GT Acquisition or its counsel may reasonably request to carry out the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing purposes of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Datethis Agreement. (b) On or prior to the Closing, each Purchaser GT Acquisition shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Ski Holdings: (i) the payment to be delivered by GT Acquisition pursuant to Section 2.04 of this Agreement, duly executed by such Purchaser; (ii) an assumption agreement pursuant to which GT Acquisition assumes the Registration Rights Assumed Liabilities (the "Assumption Agreement, duly executed by such Purchaser"); (iii) its Subscription Amountcertified copies of a written consent of the sole Member of GT Acquisition approving the execution, in U.S. dollars delivery and in immediately available fundsperformance of this Agreement and the consummation of the transactions contemplated under this Agreement, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer all in accordance with the Company’s written instructions; andits certificate of formation and its limited liability company agreement; (iv) an Internal Revenue Service Form W-9 (such other documents to be delivered by GT Acquisition hereunder or any successor form), duly and validly executed by such Purchaseras Ski Holdings or its counsel may reasonably request to carry out the purposes of this Agreement.

Closing Deliveries. (a) On At the Closing: (i) the Corporation shall deliver to the Investors one or prior more certificates representing the Purchased Shares and the Warrants, free and clear of all Liens, registered in the name of the Investors (or as directed in writing by the Investors) in the Corporation’s records, in the amounts set forth next to such Investor’s name on Schedule C hereto; and (ii) each of the Investors shall pay to the Corporation (or as it may otherwise direct) its respective portion of the Purchase Price by bank draft or wire transfer of immediately available funds. (b) At the Closing, the Company Corporation shall issue, also deliver or cause to be delivered to the Investors each Purchaser of the following (following, together with such other documents as the “Company Deliverables”):Investors may reasonably require: (i) this Agreement, duly executed a certificate of compliance issued by Industry Canada dated the CompanyClosing Date with respect to the legal existence and good standing of the Corporation under the laws of Canada; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary Corporation’s President or another authorized officer of the CompanyCorporation, not in his personal capacity, dated as of the Closing Date, in form and substance reasonably satisfactory to the PurchasersInvestors, certifying: (aA) certifying the resolutions adopted by the Board of Directors an attached true and complete copy of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement Corporation’s articles of incorporation together with all amendments thereto; (B) an attached true and the other Transaction Documents and the issuance complete copy of the Securities, (b) certifying the Corporation’s current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, ; (C) an attached true and complete copy of the Company resolutions of the Corporation’s board of directors and, if necessary, shareholders, respectively, with respect to the transactions hereby contemplated or otherwise to be effected at the Closing; and (cD) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf incumbency of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such PurchaserCorporation’s officers; (iii) its Subscription Amounta certificate of the Corporation’s President or another authorized officer of the Corporation, not in his personal capacity, in U.S. dollars a form reasonably satisfactory to the Investors, certifying for and in immediately available funds, in on behalf of the amount indicated below such Purchaser’s name Corporation that the Corporation has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Time of Closing on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsClosing Date; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaserpayment of the amounts then due under Section 6.1.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Parent the following (the “Company Deliverables”):following: (i) this Agreement, duly the executed by Written Consent of the CompanyCompany Stockholders; (ii) evidence of delivery of Letters of Transmittal to the Registration Rights AgreementCompany Stockholders, duly as well as copies of any executed by Letters of Transmittal, together with Stock Certificates, that the Company; Company received prior to the Closing; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of the Estimated Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserStatement; (iv) one or more Pre-Funded Warrants registered in the name executed Certificate of such Purchaser Merger to purchase up be delivered to a number the Secretary of Underlying Shares as indicated on such Purchaser’s signature page to this AgreementState of the State of Delaware for filing; (v) a legal opinion of Company Counselwritten resignations, dated effective as of the Closing Date, addressed to of the Purchasers, officers and dated directors of the Closing Date, in form and substance reasonably satisfactory to the PurchasersCompany; (vi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company, dated as of the Closing Date, certifying (A) that attached thereto is the certificate of incorporation of the Company, as amended through the Closing Date, (B) that attached thereto are the by-laws of the Company, as amended through the Closing Date, (C) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in form full force and substance reasonably satisfactory effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (D) the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) all authorizations, consents and approvals necessary to consummate the transactions contemplated hereby; (viii) an executed affidavit, dated not more than thirty (30) days prior to the PurchasersClosing Date, in accordance with Code section 1445(b)(3) and Treasury Regulation section 1.1445-2, which statement certifies that the Company is not a United States real property holding corporation; and (aix) all other certificates, instruments and other documents required to effect the transactions contemplated hereby as reasonably requested by Parent. (b) At the Closing, Parent shall deliver to the Company the following: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub, dated as of the Closing Date, certifying that (A) attached thereto are true and complete copies of the resolutions adopted by the Parent Board and Special Committee authorizing the execution, delivery and performance of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Ancillary Documents and the issuance consummation of the Securitiestransactions contemplated hereby and thereby, (bB) certifying the current versions attached thereto are true and complete copies of the articles resolutions adopted by the board of incorporationdirectors of Merger Sub authorizing the execution, as amended delivery and restated, performance of this Agreement and by-laws, as amended, the Ancillary Documents and the consummation of the Company transactions contemplated hereby and (cC) certifying as to all such resolutions are in full force and effect and are all the signatures resolutions adopted in connection with the transactions contemplated hereby and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaserthereby; (ii) a certificate of the Registration Rights Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to sign this Agreement, duly executed by such Purchaser;the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (iii) its Subscription Amountall other certificates, in U.S. dollars instruments and in other documents required to effect the transactions contemplated hereby as reasonably requested by the Company. (c) At the Closing, Parent shall deliver to the Stockholders’ Representative the following: (i) wire transfers of immediately available funds, in funds equal to the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer Closing Payment to an account and in accordance with instructions delivered to Parent by the Company’s written instructionsStockholders’ Representative prior to the Closing Date; and (ivii) an Internal Revenue Service Form W-9 (or any successor form), duly wire transfers of immediately available funds equal to the Stockholders’ Representative Expense Amount and validly executed in accordance with instructions delivered to Parent by such Purchaserthe Stockholders’ Representative prior to the Closing Date.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Datehave received, in form and substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall be reasonably requested by Purchaser to consummate the Purchaserstransactions contemplated hereby to and convey to Purchaser all of the Units as contemplated herein, including the following duly executed instruments: (a) all consents listed on Schedule 3.3; (vib) a good standing certificate for the Company, dated within five (5) days of the Secretary Closing Date; (c) certificates relating to the Units, endorsed for transfer or accompanied by executed assignments separate from certificate; (d) a Secretary’s Certificate of the Company, dated certifying as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board Company’s members approving the transaction described herein; (e) a payoff letter or similar documentation, in form reasonably acceptable to Purchaser, with respect to all Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the full satisfaction of Directors all obligations related to the Closing Payoff Debt, and with respect to any secured Closing Payoff Debt, the release of all Liens relating to such Closing Payoff Debt, in each case following satisfaction of the Company terms contained in such Payoff Letters; together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding Closing Payoff Debt that provides for a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance security interest in any assets of the Securities, Company; and (bf) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, a revised Operating Agreement reflecting Purchaser’s status sole member of the Company and (c) certifying other such terms as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing DatePurchaser requests. (bg) On or prior to the Closingemployment agreements in a form approved by Purchaser, each Purchaser shall deliver or cause to be delivered to the Company the following for Seller and Key Employees with terms no longer than three (the “Purchaser Deliverables”): (i3) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaseryears at salaries not greater than current compensation levels.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser and Other Investor the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days two Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request), evidencing the Purchased Shares shares of Common Stock subscribed for by Purchaser hereunder, registered in the name of Purchaser; such Purchaser or its nominee (ivthe “Stock Certificates”) one (or, if the Company and such Purchaser or more PreOther Investor agree, the Company shall cause to be made a book-Funded Warrants entry record through the facilities of DTC representing the shares of Common Stock registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreementor its nominee); (viii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit C, executed by such counsel and addressed to the Purchasers; (iv) a copy of the Tax Opinion; (v) the Registration Rights Agreement, and dated duly executed by the Closing Date, in form and substance reasonably satisfactory to the PurchasersCompany; (vi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Stock, (b) certifying the current versions of the articles Articles of incorporation, as amended Incorporation and restated, and by-laws, as amended, Bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) a certificate, dated as of the certificate referred Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Section 5.1(g)Sections 5.1(a) and (b) in the form attached hereto as Exhibit F; and (viii) a certificate evidencing the good standing Certificate of Existence for each of the Company in Delaware issued by and the Bank from the North Carolina Secretary of State, State as of a date within five Business Days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) subject to a satisfactory pre-closing in form and substance satisfactory to each Purchaser, each Purchaser that does not require physical possession of a stock certificate prior to funding shall deliver to the Registration Rights Escrow Agent, pursuant to the Escrow Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with at least one (1) Business Day prior to the Closing Date to the account provided by the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) an Internal Revenue Service Form W-9 (or any successor form)a fully completed and duly executed Accredited Investor Questionnaire, duly and validly executed by such Purchaserreasonably satisfactory to the Company in the form attached hereto as Exhibits B-1.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by a copy of the Company; (iii) ’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates certificates, free and clear of all restrictive and other legends (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Dateexcept as expressly provided in Section 4.1(b) allocated in such amounts as such Purchaser shall requesthereof), evidencing the Purchased such number of Common Shares subscribed for by Purchaser hereunderset forth on such Investor’s signature page to this Agreement, registered in the name of Purchasersuch Investor; (iviii) one or more Pre-Funded Warrants registered Warrants, issued in the name of such Purchaser Investor, pursuant to purchase up which such Investor shall have the right to a acquire such number of Underlying Warrant Shares as indicated set forth on such PurchaserInvestor’s signature page to this Agreement; (iv) duly executed Transfer Agent Instructions acknowledged by the Company’s transfer agent; (v) a legal opinion of Company Counsel, dated as in the form of the Closing DateExhibit C, addressed executed by such counsel and delivered to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the PurchasersInvestors; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended and restated, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) a certificate of the certificate referred Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(g5.1(a) and (b); and (viii) a certificate evidencing Lock-up Agreement, substantially in the good standing form of Exhibit F hereto (the “Lock-up Agreement”) executed by each of the Company officers and directors listed on Exhibit G hereto, and each Lock-up Agreement shall be in Delaware issued by the Secretary of State, as of a date within five Business Days of full force and effect on the Closing Date. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, duly executed by such Purchaserthe Investor; (ii) the Registration Rights Agreement, duly executed by purchase price set forth on such Purchaser; (iii) its Subscription Amount, Investor’s signature page to this Agreement in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing to such Investor by the Company’s written instructionsCompany for such purpose; and (iviii) an Internal Revenue Service Form W-9 (or any successor form)fully completed and duly executed Stock Certificate Questionnaire, duly Registration Statement Questionnaire, and validly executed by such PurchaserInvestor Certificate in the forms attached hereto as Exhibits ▇-▇, ▇-▇ and B-3, respectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “"Company Deliverables”"): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with evidencing the original stock certificates to be delivered within 30 calendar days Shares comprising a portion of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares Units subscribed for by Purchaser hereunder, registered in the name of Purchasersuch Purchaser as set forth on the signature page to this Agreement endorsed with the legends contemplated by this Agreement; (iviii) one or more Pre-Funded warrant certificates evidencing the Warrants comprising a portion of the Units subscribed for by Purchaser hereunder, registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated set forth on such Purchaser’s the signature page to this Agreement, endorsed with the legends contemplated by this Agreement and in the form attached hereto as Exhibit A, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 50.0% of the number of Shares issuable to such Purchaser pursuant to Section 2.2(a)(ii), rounded up to the nearest whole share, on the terms set forth therein; (iv) a certificate of the Secretary of the Company (the "Secretary's Certificate"), dated as of the Closing Date in the form attached hereto as Exhibit E; (v) a legal opinion certificate, dated as of Company Counselthe Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, addressed certifying to the Purchasers, fulfillment of the conditions specified in Sections 5.1(a) and dated (b) in the Closing Date, in form and substance reasonably satisfactory to attached hereto as Exhibit F (the Purchasers"Compliance Certificate"); (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the formation and good standing of the Company in Delaware such entity's jurisdiction of formation issued by the Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five Business Days (5) days of the Closing Date; and (vii) a Lock-Up Agreement executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “"Purchaser Deliverables”"): (i) this Agreement, duly executed by such Purchaser; (ii) its Subscription Amount for the number of Units to be purchased by the Purchaser, in United States dollars and in immediately available funds, in the amount set forth as the "Aggregate Purchase Price (Subscription Amount)" indicated below such Purchaser's name on the applicable signature page hereto by wire transfer as set forth on Exhibit G attached hereto; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iiiiv) its Subscription Amount, in U.S. dollars a fully completed and in immediately available funds, duly executed Accredited Investor Questionnaire in the amount indicated below such Purchaser’s name on the applicable signature page form attached hereto by wire transfer in accordance with the Company’s written instructionsas Exhibit D, respectively; and (ivv) an Internal Revenue Service Form W-9 (or any successor form), a fully completed and duly and validly executed by such PurchaserSelling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement.

Closing Deliveries. At the Closing: (a) On or prior to At the Closing, the Company shall issuewill deliver, deliver or cause to be delivered delivered, to each Purchaser Buyer, the following (the “Company Deliverables”):following: (i) this Agreementoriginal stock certificates evidencing the Shares, duly endorsed in blank or accompanied by duly executed stock powers in blank, or duly executed affidavits of lost certificate evidencing the Shares, by the CompanySellers, each in an agreed form, together with any other documents or instruments ‎necessary or appropriate to vest in Buyer good and valid right, title and interest in and to all of ‎the Shares, free and clear of any and all Liens; (ii) certificates of good standing for the Registration Rights Agreement, duly executed by Company from the Secretaries of State of the state of the Company; ’s state of incorporation and each state of foreign qualification, dated within ten (10) Business Days prior to the Closing Date; (iii) one or more stock certificates (if physical certificates are required by Purchaser a certificate, in form and substance reasonably acceptable to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company CounselBuyer, dated as of the Closing Date, addressed duly executed by an authorized officer of the Company, certifying that the conditions to the PurchasersClosing set forth in Section 6.3(a) and 6.3(b) have been satisfied and attaching thereto (and certifying as to) (A) the Charter Documents of the Company, and dated (B) the Closing Dateresolutions duly adopted by the board of directors of the Company in respect to this Agreement and the transactions contemplated hereby; (iv) the third-party consents listed on Schedule 1.5(a)(iv); (v) duly executed resignation letters, effective at and subject to the Closing, of such officers and directors of the Company set forth on Schedule 1.5(a)(v); (vi) a signature page to the Escrow Agreement, duly executed by the Seller Representative; (vii) an executed IRS Form W-9 or W-8, as applicable, from each Seller; (viii) with respect to the Paid Indebtedness, payoff letters, each in form and substance reasonably acceptable to Buyer, reflecting all amounts required to be paid under or with respect to any subject Company Indebtedness to discharge such Company Indebtedness at Closing; (ix) other than with respect to the Paid Indebtedness, releases, termination statements and/or satisfaction statements for all recorded Liens ‎encumbering the assets of the Company arising from Company Indebtedness, each in form and substance reasonably acceptable to the Buyer evidencing the payment in full of all such Company Indebtedness at or prior to the Closing; (x) employment agreements evidencing the continuing employment of the individuals listed on Schedule 1.5(a)(x), each in form and substance reasonably satisfactory to Buyer, duly ‎executed by such individuals and the Company; (xi) evidence, in form and substance reasonably satisfactory to Buyer, that each of the PurchasersContracts listed on Schedule 1.5(a)(xi) (the “Key Contracts”) will remain in effect and not terminate as a result of the Company’s acquisition by the Buyer and the consummation of the transactions contemplated by this Agreement; (vixii) all Parachute Payment Waivers; (xiii) all wire transfer instructions on behalf of each Seller and each applicable third party; and (xiv) a certificate in compliance with Treasury Regulations Section 1.1445-2(c), certifying that the Shares are not U.S. real property interests within the meaning of Section 897 of the Secretary Code and the Treasury Regulations, together with an accompanying notice in compliance with Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, Buyer will deliver, or cause to be delivered, to the Seller Parties, the following: (i) confirmations of the Companywire transfers required by Section 1.3; (ii) a certificate, in form and substance reasonably acceptable to the Seller Representative, dated as of the Closing Date, in form and substance reasonably satisfactory duly executed by an authorized officer of the Buyer, certifying that the conditions to the Purchasers, (aClosing set forth in Section 6.2(a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (bSection ‎6.2(b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyhave been satisfied; (vii) the certificate referred to in Section 5.1(g); and (viiiiii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior signature page to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Escrow Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsBuyer; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaserevidence of binding of the R&W Insurance Policy.

Closing Deliveries. (a) On or prior Subject to the provisions of this Section 2.3, at each Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor participating in such Closing, against the delivery by such Investor of the Investment Amount, the following (the “Company Deliverables”): (i) this Agreement, duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the CompanyTransfer Agent for the requisite number of Shares to be delivered to such Investor at such Closing; (ii) certificates representing the Registration Rights Agreement, duly executed by Warrants included in the Company; Units sold to such Investor at such Closing; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days a certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the applicable Closing Date) allocated , certifying to the fulfillment of the conditions specified in such amounts as such Purchaser shall request, evidencing Article 5 (the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser“Company Officer Certificate”); (iv) one or more Pre-Funded Warrants registered in a certificate executed on behalf of the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, by its secretary dated as of the First Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board board of Directors directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company (the “Company Secretary Certificate”). The foregoing certificate shall only be required to be delivered on the First Closing Date, unless any material information contained in the certificate has changed; (v) the legal opinion of Company Counsel, in agreed form, addressed to the Investors and the Placement Agent; (vi) this Agreement, duly executed by the Company;; and (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued Registration Rights Agreement, duly executed by the Secretary of State, as of a date within five Business Days of the Closing DateCompany. (b) On or prior to the At each Closing, each Purchaser the Company shall deliver or cause to be delivered to the Company Placement Agent Placement Agent Warrants to purchase a number of shares of Common Stock derived by dividing an amount equal to 4.5% of the following gross proceeds raised from Eligible Investors at such Closing by $1.00. (c) By the applicable Closing, each Investor shall deliver or cause to be delivered the agreements specified in Section 5.2(d), each duly signed by such Investor (collectively, the “Purchaser Investor Deliverables”):). (id) this AgreementAt each Closing, duly executed by each Investor participating in such Purchaser; (ii) Closing shall deliver or cause to be delivered to the Registration Rights AgreementCompany, duly executed by such Purchaser; (iii) its Subscription Investment Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the account designated in accordance with writing by the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by Company for such Purchaserpurpose.

Closing Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) On The Sellers shall deliver, or cause to be delivered, to Buyer, Parent and/or Holdings, as applicable: (i) releases in substantially the form attached hereto as Exhibit A (the “Releases”), executed by each of the Sellers and the Indirect Owners; (ii) an escrow agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), executed by the Sellers’ Representative; (iii) an employment letter between Parent and ▇▇▇▇▇ in substantially the form attached hereto as Exhibit C, executed by ▇▇▇▇▇ (the “▇▇▇▇▇ Employment Letter”); (iv) an employment letter between Parent and ▇▇▇▇▇ in substantially the form attached hereto as Exhibit C, executed by ▇▇▇▇▇ (the “▇▇▇▇▇ Employment Letter”, and, collectively with the ▇▇▇▇▇ Employment Letter, the “Employment Letters”); (v) estoppel certificates in substantially the form of Exhibit D, executed by each lessor leasing the Leased Real Property to the Company or its Subsidiaries; (vi) (A) an executed statement from each Seller, in form and substance satisfactory to Buyer, that satisfies the requirements of Treasury Regulation Section 1.1445-2(b)(2), and (B) if applicable, any certificate, affidavit or other documentation required to establish that no withholding is required under applicable state, local and foreign Tax laws; (vii) the articles of organization of the Company and each of its Subsidiaries, certified by the Secretary of State of the applicable jurisdiction of formation, and a certificate of good standing from the applicable jurisdiction of formation and each other jurisdiction in which the Company and its Subsidiaries are qualified to do business, each dated within ten (10) Business Days prior to the Closing Date; (viii) a certificate of the Secretary of the Company certifying, as complete and accurate as of the Closing, attached copies of the operating agreement of the Company, certifying and attaching all requisite resolutions or actions of the Company’s members and board of managers approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of the Company executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby, and certifying and attaching all requisite resolutions or actions of the Company’s board of managers approving the termination of the 401(k) Plan in accordance with Section 5.8; (ix) all required consents set forth on Section 2.2(b), Section 2.2(c) Section 3.2(b) or Section 3.2(c) of the Disclosure Schedule, executed by the counterparties thereto, in form acceptable to Buyer; (x) a pay-off letter executed by P&G, providing for, at the Closing, the termination of that certain Loan Agreement, dated as of November 1, 2014, by and between the Company and P&G (the “P&G Loan Agreement”), and the termination of all security interests and the release of all liens under the P&G Loan Agreement with respect to the assets of the Company (including the authorization of the filing of all necessary UCC termination statements and other necessary documentation in connection with the termination of such security interests and the release of such liens); (xi) a pay-off letter executed by Kailash, providing for, at the Closing, the termination of that certain Loan Agreement, dated as of November 1, 2014, by and between the Company and Kailash (the “Kailash Loan Agreement”), and the termination of all security interests and the release of all liens under the Kailash Loan Agreement with respect to the assets of the Company (including the authorization of the filing of all necessary UCC termination statements and other necessary documentation in connection with the termination of such security interests and the release of such liens); (xii) a pay-off letter executed by The Eternal Bliss LP , providing for, at the Closing, the termination of that certain Loan Agreement, dated as of November 1, 2014, by and between the Company and Eternal (the “Eternal Loan Agreement”), and the termination of all security interests and the release of all liens under the Eternal Loan Agreement with respect to the assets of the Company (including the authorization of the filing of all necessary UCC termination statements and other necessary documentation in connection with the termination of such security interests and the release of such liens); (xiii) resignations effective as of the Closing of each of the members of the board of managers and officers, as applicable, of the Company in their capacity as such as requested by Buyer, executed by such individuals; (xiv) a funds flow statement in the form mutually agreed to by Buyer and the Company (the “Funds Flow Statement”), executed by the Sellers’ Representative and the Company; and (xv) certificates executed by each Person who is receiving stock pursuant to this Agreement and who is not otherwise a Seller, in a form to be mutually agreed to by the parties. (b) Buyer, Parent and Holdings, as applicable, shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”Sellers, or to a Seller’s designee(s): (i) this Agreementthe Closing Cash Amount, duly executed by less the CompanyEscrowed Cash, payable as provided in Section 1.2 above; (ii) the Registration Rights AgreementCommon Shares, duly executed by less the Company; Escrowed Shares, issued as provided in Section 1.2 above; (iii) one or more stock certificates the Escrow Agreement, executed by Buyer, Parent, Holdings and the escrow agent (if physical certificates are required by Purchaser to be held immediately prior to Closing; if notthe “Escrow Agent”), then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing together with the original stock certificates to be delivered within 30 calendar days delivery of the Closing Date) allocated in such amounts Escrowed Cash and Escrowed Shares as such Purchaser shall request, evidencing the Purchased Shares subscribed for contemplated by Purchaser hereunder, registered in the name of PurchaserSection 1.2; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this AgreementEmployment Letters, executed by Parent; (v) a legal opinion certificate of Company Counselgood standing (or similar certification) of Buyer from the jurisdiction of formation of Buyer, dated as of within ten (10) Business Days prior to the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of good standing (or similar certification) of Holdings from the Secretary jurisdiction of the Companyincorporation of Holdings, dated as of within ten (10) Business Days prior to the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) a certificate of good standing (or similar certification) of Parent from the certificate referred jurisdiction of incorporation of Parent, dated within ten (10) Business Days prior to in Section 5.1(g); andthe Closing Date; (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as Buyer certifying and attaching all requisite resolutions or actions of a date within five Business Days Buyer’s board of managers approving the execution and delivery of this Agreement and the consummation of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) transactions contemplated by this Agreement, duly and certifying to the incumbency of the officers of Buyer executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated by such Purchaserthis Agreement; (iiix) a certificate of the Registration Rights Secretary of Holdings certifying and attaching all requisite resolutions or actions of the board of directors of Holdings or any committee thereof approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, duly and certifying to the incumbency of the officers of Holdings executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated by such Purchaserthis Agreement; (iiix) its Subscription Amounta certificate of the Secretary of Parent certifying and attaching all requisite resolutions or actions of the board of directors of Parent or any committee thereof approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency of the officers of Parent executing this Agreement and any other documents being executed in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance connection with the Company’s written instructionsconsummation of the transactions contemplated by this Agreement; and (ivxi) an Internal Revenue Service Form W-9 (or any successor form)the Funds Flow Statement, duly and validly executed by such PurchaserBuyer, Parent and Holdings.

Closing Deliveries. Concurrently with the execution of this Amendment, Core Molding shall: (a) On or prior deliver to Agent a new Term Note in the amount specified in Schedule 1 to the ClosingCredit Agreement (after giving effect to this Amendment); (b) deliver to Agent certified copies of the resolutions of the board of directors of Core Molding evidencing approval of the execution and delivery of this Amendment and the execution of any other Loan Documents and Related Writings required in connection therewith; (c) with respect to the property owned or leased by CPI and any other property securing the Obligations, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): Agent (i) this Agreementthe results of Uniform Commercial Code lien searches, duly executed by the Company; satisfactory to Agent (ii) the Registration Rights Agreementresults of federal and state tax lien and judicial lien searches, duly executed by the Companysatisfactory to Agent; and (iii) one or more stock certificates (if physical certificates are required Uniform Commercial Code termination statements reflecting termination of all U.C.C. Financing Statements previously filed by Purchaser any Person and not expressly permitted pursuant to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days Section 5.9 of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserCredit Agreement; (ivd) one or more Pre-Funded Warrants registered in the name of such Purchaser provide to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as Agent copies of the Closing DateCPI Asset Acquisition Agreements and all documents executed in connection therewith, addressed to the Purchaserscertified by a Financial Officer as true and complete, and dated the Closing Date, which documents shall be in form and substance reasonably satisfactory to Agent, including evidence that (i) the Purchaserstotal Consideration for the Acquisitions contemplated therein does not exceed Twenty Million Dollars ($20,000,000) together with any purchase price adjustments made pursuant to the terms of the CPI Asset Acquisition Agreement, and (ii) the CPI Asset Acquisition has been consummated, contemporaneously with the funding of the Term Loan on the Tenth Amendment Effective Date, in accordance with the terms of the CPI Asset Acquisition Agreements and in compliance with applicable law and regulatory approvals; (vie) a certificate cause each Guarantor of Payment to execute the Secretary of the Company, dated as of the Closing Date, in form attached Guarantor Acknowledgment and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g)Agreement; and (viiif) a certificate evidencing the good standing pay all legal fees and expenses of the Company Agent in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Dateconnection with this Amendment and any other Loan Documents. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (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. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each the Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closingthe Purchaser; if notprovided, then however, that facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days five (5) Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request), evidencing representing the Purchased Series B Preferred Shares subscribed for by Purchaser hereunderthe Purchaser, registered in the name of Purchaser; the Purchaser or as otherwise set forth on the Investor Questionnaire of the Purchaser included as Exhibit C hereto, (ivthe “Stock Certificates”) one or more Pre(or, if the Company and the Purchaser agree, the Company shall cause to be made a book-Funded Warrants entry record through the facilities of DTC representing the Series B Preferred Shares registered in the name of such the Purchaser to purchase up to a number of Underlying Shares or as indicated otherwise set forth on such Purchaser’s signature page to this Agreementthe Investor Questionnaire); (viii) a legal opinion certificate of the Secretary of the Company Counsel(the “Secretary’s Certificate”), dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; certifying (viA) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (bB) certifying the current versions of the articles Charter and bylaws of incorporation, as amended and restated, and by-lawsthe Company (the “Bylaws”), as amended, of the Company Company, and (cC) certifying as to the signatures and authority of persons natural Persons signing the Transaction Documents and related documents on behalf of the Company; (viiiv) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the of good standing of the Company in Delaware issued by the Secretary of State, Maryland Department as of a date within five (5) Business Days of the Closing Datedate of the Closing; (v) evidence of the acceptance for record of the Articles Supplementary by the Maryland Department; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such the Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with Section 2.1; (iii) a fully completed and duly executed Investor Questionnaire, in the Company’s written instructionsform attached hereto as Exhibit C; and and (iv) an Internal Revenue Service Form W-9 (or any successor form), the Registration Rights Agreement duly and validly executed by such the Purchaser.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company parties shall issuemake, deliver execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered the legal documents and other items necessary to each Purchaser carry out the following (the “Company Deliverables”): (i) intention of this Agreement, duly executed which shall include, without limitation, the following: (a) a Registration Rights Agreement substantially in the form attached hereto as Exhibit B, (b) a Tax Protection Agreement substantially in the form attached hereto as Exhibit C, (c) a Lock-Up Agreement for a period of up to one year in the form requested by the underwriters of the IPO and customary for initial public offerings, (d) Assignment and Assumption Agreements substantially in the form attached hereto as Exhibit D, (e) for each Contributing Member receiving OP Units, the OP Agreement (including any amendments thereto approved by the partners in accordance with the terms of such agreement) (f) all title insurance policies, leases, lease files, letters of credit, contracts, stock certificates, original promissory notes held by an Existing Entity and other indicia of ownership with respect to each Existing Entity that are in the Contributing Member’s possession or that can be obtained through reasonable efforts in the Contributing Member’s capacity as indirect owner of any Existing Entity shall be delivered or made available to the Company; (iig) a certificate from each Contributing Member affirming that the Registration Rights Agreement, duly executed representations and warranties made by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page Contributing Member pursuant to this Agreement (v) a legal opinion of Company Counsel, dated Agreement remain true and correct in all material respects as of the Closing Date; (h) if requested by the Company, addressed to certified copies of all organizational documents for the PurchasersContributing Member, together with certified copies of all appropriate limited liability company or limited partnership actions authorizing the execution, delivery and dated performance by the Closing DateContributing Member of this Agreement, in form any related documents and substance the Transaction Documents; (i) evidence reasonably satisfactory to the Purchasers;Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to any Property; and (vij) a certificate any other documents related to the consummation of the Secretary Consolidation Transactions, any reallocation of Contributing Member Interests as described in Section 1.01(b) above or any of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the other transactions contemplated by this Agreement as may be deemed by the Company in its sole and absolute discretion to be necessary or desirable to effectuate the Consolidation Transactions, the IPO, and the other Transaction Documents transactions described herein. Such agreements and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate instruments together with this Agreement are collectively referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, this Agreement as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser DeliverablesTransaction Documents.”): (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. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to 5.4.1 At the Closing, the Company shall issue, deliver or cause to be executed and delivered to each Purchaser Parent and Acquisition Corp all of the following (the “Company Deliverables”):following: (ia) this Agreementa closing certificate dated the Closing Date and executed on behalf of the Company by a duly authorized officer of the Company to the effect set forth in Sections 5.1.1, duly executed by the Company5.2.5, 5.3.1 and 5.3.2 hereof; (iib) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” certified copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, corporate records of the Company and its Subsidiaries and copies of such other documents as Parent or its counsel may reasonably have requested in connection with the consummation of the transactions contemplated hereby; (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g)'s Opinion; and (viiid) a certificate evidencing the good standing minute books and corporate records of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days and its Subsidiaries and originals of the Closing Datestock certificates evidencing all of the outstanding capital stock of each of its Subsidiaries free of all Encumbrances. (b) On or prior to 5.4.2 At the Closing, each Purchaser Parent and Acquisition Corp shall deliver or cause to be delivered to the Company all of the following (the “Purchaser Deliverables”):following: (ia) this Agreementa closing certificate dated the Closing Date and executed on behalf of Parent and Acquisition Corp by a duly authorized officer of Parent and Acquisition Corp to the effect set forth in Sections 5.1.2, duly executed by such Purchaser5.1.3, 5.1.4, 5.2.1, 5.2.2 and 5.2.4 hereof; (iib) certified copies of such corporate records of Parent and Acquisition Corp and copies of such other documents as the Registration Rights Agreement, duly executed by such PurchaserCompany or its counsel may reasonably have requested in connection with the consummation of the transactions contemplated hereby; (iiic) its Subscription Amountthe Parent's Opinion; (d) the certificates, guarantee and escrow agreement referred to in U.S. dollars and in immediately available funds, in Section 4.7 hereof; (e) evidence of delivery to the amount indicated below such Purchaser’s name Paying Agent of the Cash Merger Consideration for each of the shares of Common Stock (excluding Management Restricted Shares for which substitute securities have been issued pursuant to Section 4.9 hereof prior thereto) held of record on the applicable signature page hereto Effective Date by wire transfer the Company Shareholders and the Objecting Shareholders; (f) the instructions referred to in accordance with the Company’s written instructionsSection 4.11 hereof; and (ivg) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaserevidence of the execution of the Substitution Agreements.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each the Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if notprovided, then however, that facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original physical stock certificates to be delivered within 30 calendar days five (5) Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request), evidencing representing the Purchased Series C Preferred Shares subscribed for by Purchaser hereunderthe Purchaser, registered in the name of the Purchaser or as otherwise set forth on the Investor Questionnaire of the Purchaser included as Exhibit C hereto, (the “Stock Certificates”) or the Transfer Agent will mail to the Purchaser;, within two date after the Closing Date, a written statement evidencing the Purchaser’s ownership of the purchased shares of Series C Preferred Stock. (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (viii) a legal opinion certificate of the Secretary of the Company Counsel(the “Secretary’s Certificate”), dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; certifying (viA) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (bB) certifying the current versions of the articles Charter and bylaws of incorporation, as amended and restated, and by-lawsthe Company (the “Bylaws”), as amended, of the Company Company, and (cC) certifying as to the signatures and authority of persons natural Persons signing the Transaction Documents and related documents on behalf of the Company; (viiiv) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the of good standing of the Company in Delaware issued by the Secretary of State, Maryland SDAT as of a date within five (5) Business Days of the Closing Datedate of the Closing; (v) evidence of the acceptance for record of the Articles Supplementary by the Maryland SDAT; and (vi) the Registration Rights Agreements duly executed by the Company. (b) On or prior to the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such the Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with Section 2.1; (iii) a fully completed and duly executed Investor Questionnaire, in the Company’s written instructionsform attached hereto as Exhibit C; (iv) a fully completed and duly executed Registration Statement Questionnaire, in the form attached hereto as Exhibit D; and (iv) an Internal Revenue Service Form W-9 (or any successor form), the Registration Rights Agreements duly and validly executed by such Purchaserthe Purchasers.

Closing Deliveries. (a) On or prior to the At each Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor purchasing Shares and Warrants at such Closing the following (the “Company Deliverables”): (i) this Agreement, duly executed A certificate evidencing a number of Shares equal to such Investor’s Investment Amount divided by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunderPer Unit Purchase Price, registered in the name of Purchasersuch Investor; (ivii) one or more Pre-Funded Warrants A Warrant, registered in the name of such Purchaser Investor, pursuant to purchase up which such Investor shall have the right to a acquire the number of Underlying Warrant Shares as indicated on equal to (a) (i) such PurchaserInvestor’s signature page Investment Amount multiplied by (ii) 2.0, divided by (b) the Warrant Exercise Price (which number of Warrant Shares shall be subject to this Agreementadjustment in accordance with the Warrant); (viii) a The legal opinion of Company Counsel, dated as of the Closing Datein agreed form, addressed to the PurchasersInvestors; (iv) Copies of each of the following documents: (A) the Certificate of Incorporation of the Company, and dated together with all amendments thereto (including the Certificate of Increase), certified by the Secretary of State of the State of Delaware as of a date not more than five Business Days prior to the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (viB) a certificate resolutions of the board of directors of the Company approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, certified by the Secretary of the Company, dated as of Company to be in full force and effect on the Closing Date, in form and substance reasonably satisfactory to the Purchasers, ; (aC) certifying the resolutions adopted by the Board of Directors a good standing certificate of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, State of the State of Delaware dated as of a date within no earlier than five Business Days of prior to the Closing Date; (D) the By-laws of the Company, certified by the Secretary of the Company to be in full force and effect on the Closing Date; and (E) irrevocable instructions to the Company’s transfer agent as to the reservation and issuance of the Conversion Shares and the Warrant Shares. (b) On or prior to the At each Closing, each Purchaser Investor purchasing Shares and Warrants at such Closing 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 Investment Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing by the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by Company for such Purchaserpurpose.

Closing Deliveries. The following deliveries shall be made at or before Closing. All of such deliveries to be made or caused to be made by either party shall, at the option of the other, be conditions precedent to such other party's obligation to close hereunder, any or all of which may be waived in writing by such other party. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser Seller shall deliver or cause to be delivered to the Company Title Company, for delivery to Buyer, the following (the “Purchaser Deliverables”):certificates, documents, instruments and agreements: (i) this Agreement, duly executed by such PurchaserThe Deed and a real estate transfer tax valuation affidavit; (ii) the Registration Rights AgreementA bill of sale conveying any items of personal property referred to in Article II, duly executed by in their as-is condition, with such Purchasercustomary representations and warranties as may be contained in any bill of sale; (iii) its Subscription AmountThe Final Visibility Easement; (iv) An affidavit of Seller, acceptable to Buyer, dated the Closing Date, that there are no unsatisfied judgments, tax liens or bankruptcies involving the Seller and the Property, as applicable, together with any other customary affidavits requested by the Title Company to facilitate Closing; (v) Assignment of all of Seller's right, title and interest in U.S. dollars and to all assignable governmental permits and licenses, if any, issued in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance connection with the CompanyProperty together with originals, if held by Seller, or photocopies of the same; or, if there are none, an affidavit of Seller to that effect; (vi) The Owner's Policy issued by the Title Company pursuant to the Commitment described in Article VII hereof for the full amount of the Purchase Price showing title to the Property in Buyer and subject only to the Permitted Exceptions (the “Owner’s written instructionsPolicy”); (vii) An affidavit of Seller certifying that Seller is not a “foreign person” for purposes of Section 1445 of the Internal Revenue Code; (viii) Seller's certificate dated as of Closing confirming that all of Seller's representations and warranties contained in this Purchase Agreement are accurate, current and complete in all material respects; and (ivix) Any and all other documents elsewhere described herein or as may be mutually agreed on between Buyer and Seller as are determined necessary in order to effectuate Closing, including, without limitation, an Internal Revenue Service Form W-9 agreed proration statement, and including such undertakings as may be required by the Title Company to enable them to disburse funds immediately on recording the Deed and delivering the Owner’s Policy. (b) Buyer shall deliver or cause to be delivered to Title Company, for delivery to Seller, the following: (i) The balance of the Purchase Price by wire transfer of funds (less the Effective Date Deposit and as adjusted by any successor formprorations or other deductions); (ii) An original counterpart of the Assignments referred to in clauses (a)(iv) and (a)(v) above, duly and validly properly executed and acknowledged by ▇▇▇▇▇; (iii) Resolution(s) of the City of Lansing City Council sufficient to authorize the transactions contemplated by this Purchase Agreement (the “Resolution”); (iv) The Reimbursement Costs and Visibility Easement Payment; (v) Any and all other documents elsewhere described herein or as may be mutually agreed on between Buyer and Seller as are determined to be reasonably necessary in order to effectuate the Closing of this transaction, including such Purchaserreasonable undertakings as may be required by the Title Company to enable the Title Company’s immediate disbursement of funds upon recording of the Deed and delivering the Owner’s Policy. (c) Seller and Buyer shall deliver to each other and to Title Company at Closing an agreed settlement statement reflecting the adjustments and prorations pursuant to this Purchase Agreement. (d) Buyer shall have received State of Michigan appropriated funding intended to be used for development or redevelopment of a city hall administration building (the “Appropriation”), and the City of Lansing City Council shall have approved receipt of such Appropriation. (e) Unless waived or otherwise agreed to in writing by the Buyer, Buyer shall have received from Seller, no less than 30 days prior to Closing, a Guaranteed Maximum Price Proposal in a mutually agreed upon format, for the development, design and construction of the Buyer’s required improvements to the Property, in an amount acceptable to the parties.

Closing Deliveries. (a) On or prior to the ClosingThe Company will deliver, the Company shall issue, deliver or cause to be delivered delivered, to each Purchaser the following (Investor on the “Company Deliverables”):Closing Date: (i) a copy of the Amended and Restated Certificate of Incorporation, certified as of the date of the Closing by the Secretary of State of the State of Delaware; (ii) a copy of the Amended and Restated Bylaws, duly adopted by the Board of Directors; (iii) a certificate or certificates representing the Common Shares to be issued to the Investor and/or one or more Affiliates of the Investor at the Closing hereunder; (iv) evidence reasonably acceptable to the Investor of the constitution of the Board of Directors (effective as of the Closing) as provided in Section 6.10 hereof; (v) good standing certificates (or equivalents thereof) for each of the Company and the Partnership, each issued by the Secretary of State of the State of Delaware and of such other applicable jurisdictions where the Company or the Partnership, as applicable, is qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, and dated as of a date within three (3) Business Days prior to the Closing Date; (vi) the certificate required to be delivered pursuant to Section 7.3(c) hereof; (vii) an executed cross-receipt for the Cash Amount, the Investor Notes and the Investor Waiver; (viii) a certified copy of the Confirmation Order; (ix) a certified copy of the docket in the Bankruptcy Case evidencing that, as of the Closing Date, the Confirmation Order has not been stayed, revised or vacated, or modified in a manner which is inconsistent with the terms of this Agreement; (x) evidence reasonably acceptable to the Investor of the issuance of the Partnership Interests to be issued to the Investor and/or one or more Affiliates of the Investor at the Closing hereunder; (xi) a counterpart of the Services Agreement, duly executed by the Company, the Partnership and ▇▇▇▇▇ Atlantic City Associates, a New Jersey general partnership; (xii) an executed assignment of the Existing Trademark License Agreement to the Partnership and a counterpart of the Amended Trademark License Agreement, duly executed by the Company and the Partnership; (xiii) a counterpart of the Amended Exchange Rights Agreement, duly executed by the Company, the Partnership and each other party thereto (other than the Investor and TCI); (xiv) a counterpart of the Amended Partnership Agreement, duly executed by the Company, the Partnership and Merger Sub; (xv) a counterpart of the Right of First Offer Agreement, duly executed by the Company and the Partnership; (xvi) a counterpart of the Voting Agreement, duly executed by the Company; (xvii) a counterpart of each Warrant, duly executed by the Company; (xviii) a counterpart of the Miss Universe Assignment Agreement, duly executed by the Partnership; (xix) an executed assignment of the Existing Trademark Security Agreement to the Partnership and a counterpart of the Amended Trademark Security Agreement, duly executed by the Partnership; (xx) a table (the “Capitalization Table”) containing the complete pro forma capitalization of the Company and the Partnership at the Closing (after giving effect thereto), which Capitalization Table shall be consistent with the Term Sheet; and (xxi) such other previously undelivered documents reasonably requested by the Investor to be delivered by the Company and/or the Partnership to the Investor at or prior to the Closing in connection with this Agreement or the other Transaction Documents to which the Company or the Partnership is a party. (b) The Investor will deliver, or cause to be delivered, to the Company (for itself and, as applicable, on behalf of the Partnership) on the Closing Date: (i) the Cash Amount, the Investor Notes and the Investor Waiver in accordance with Section 2.3(b) hereof; (ii) the Registration certificate required to be delivered pursuant to Section 7.2(c) hereof; (iii) an executed cross receipt with respect to the Common Shares, Partnership Interests and Warrants to be issued to the Investor and/or one or more Affiliates of the Investor (as applicable) at the Closing hereunder; (iv) a counterpart of the Services Agreement, duly executed by the Investor; (v) a counterpart of the Amended Trademark License Agreement, duly executed by the Investor; (vi) a counterpart of the Amended Exchange Rights Agreement, duly executed by the Company; Investor and TCI (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated extent that the Closing Date, in form and substance reasonably satisfactory to Investor is then the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companysole shareholder thereof); (vii) a counterpart of the certificate referred Amended Partnership Agreement, duly executed by the Investor and TCI (to in Section 5.1(gthe extent that the Investor is then the sole shareholder thereof); and; (viii) a certificate evidencing the good standing counterpart of the Company in Delaware issued by the Secretary Right of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this First Offer Agreement, duly executed by such Purchaserthe ▇▇▇▇▇ Organization; (iiix) a counterpart of the Registration Rights Voting Agreement, duly executed by such Purchaserthe Investor and/or any of the Investor’s controlled Affiliates that are parties thereto; (iiix) its Subscription Amounta counterpart of the Miss Universe Assignment Agreement, in U.S. dollars duly executed by the Investor and in immediately available fundsTPI; (xi) a counterpart of the Amended Trademark Security Agreement, in duly executed by the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsInvestor; and (ivxii) an Internal Revenue Service Form W-9 (such other previously undelivered documents reasonably requested by the Company to be delivered by the Investor to the Company at or any successor form), duly and validly executed by such Purchaserprior to the Closing in connection with this Agreement or the other Transaction Documents to which the Investor is a party.

Closing Deliveries. (a) On or prior to At the Closing, the Company Shareholders and the Company, as applicable, shall issuedeliver, deliver or cause to be delivered delivered, to each the Purchaser the following (the “Company Deliverables”):following: (ia) this Agreementcertificates representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of assignment requested by and reasonably satisfactory in form and substance to the Purchaser; (b) the organizational record books, minute books and corporate seal of the Company; (iic) the Registration Rights Agreement, duly executed by Payoff Letters showing satisfaction in full of the Company; ’s indebtedness upon disbursement of a portion of the Closing Cash in repayment of amounts owed under such line (iiito the extent necessary) one or more stock certificates and the full release of any related Encumbrances; (if physical certificates are required by Purchaser to be held immediately prior to Closing; if notd) written resignations of the directors and officers of the Company, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days effective as of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (ve) a legal opinion of Company Counselcertificate, dated as of the Closing Date, addressed to signed by the PurchasersSecretary of the Company (i) attaching copies of the articles of incorporation and bylaws, and dated any amendments thereto, of the Company, (ii) attaching a true, correct and complete copy of the stock ledger of the Company from the date of its incorporation through the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (aiii) certifying the that attached thereto are true, correct and complete copies of action by written consent or resolutions duly adopted by the Board of Directors of the Company or a duly authorized committee thereof approving which authorize and approve the transactions contemplated by execution, delivery and performance of this Agreement and the other Transaction Documents and the issuance consummation of the Securitiestransactions contemplated hereby, (biv) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued its jurisdiction of incorporation and in each other jurisdiction in which it is qualified to do business, and that there are no proceedings for the dissolution or liquidation of the Company, (v) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the Secretary of StateCompany, as of a date within five Business Days of the Closing Date. and (bvi) On attesting that Company and each Shareholder have complied with all conditions set forth in Articles IV and V hereof or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amountindicating with specificity any respects in which those conditions have not been complied with, in U.S. dollars and in immediately available funds, in the amount indicated below such a form reasonably satisfactory to Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (ivf) an Internal Revenue Service Form W-9 (all other documents required to be entered into by the Company and the Shareholders pursuant hereto or any successor form)reasonably requested by the Purchaser to convey the Shares to the Purchaser or to otherwise consummate the transactions contemplated hereby, duly and validly executed by such Purchaserincluding the documents listed in Section 7.2.

Closing Deliveries. (a) On The purchase and sale of the Shares shall be held on or prior to the Closingbefore December 31, the Company shall issue, deliver or cause to be delivered to each Purchaser the following 2018 (the “Company DeliverablesClosing”): ), subject to (i) this Agreement, duly executed by the Company; ’s filing of its Annual Report for the period ended November 30, 2018 on Form 10-Q and the related year-end tax fillings, (ii) receipt by McMurdo Law Group, LLC (the Registration Rights Agreement“Escrow Agent”) of the stock certificates evidencing the Shares, duly endorsed in blank or accompanied by medallion guaranteed stock powers duly executed by the Company; (iii) one in blank, or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies other instruments of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, transfer in form and substance reasonably satisfactory to Purchaser, and (iii) receipt of the Purchasers;executed Exhibits, as applicable. (vib) At the Closing, Selling Party shall cause the Escrow Agent to deliver to Purchaser (A) a stock certificate evidencing the Shares, duly endorsed in blank or accompanied by medallion guaranteed stock powers duly executed in blank, or other instruments of the Secretary of the Company, dated as of the Closing Date, transfer in form and substance reasonably satisfactory to Purchaser (B) any documentary evidence of the Purchasersdue recordation in the Company’s share register of Purchaser’s full and unrestricted title to the Shares, (aC) 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 executed (D) Executive’s resignation as an officer and director and the other Transaction Documents appointment of Purchaser as the sole officer and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available fundsdirector, in the amount indicated below such Purchaser’s name on the applicable signature page form attached hereto by wire transfer as Exhibit A, which Company and Seller represent is in accordance compliance with the Company’s Bylaws, (E) a written instructions; andwaiver of any liability of the related-party payable, in the form attached hereto as Exhibit B, (F) an Assignment of Assets and Assumption of Liabilities Agreement between the Company and its assignee transferring any and all assets used in the Company’s business or in accounts controlled by the Company, and assumption of any and all related liabilities thereto, in the form attached hereto as Exhibit C, and (G) such other documents as may be required under applicable law or reasonably requested by Purchaser, including the Company’s E▇▇▇▇ codes and corporate governance documents, which shall be produced to Purchaser during due diligence under this Agreement. (ivc) an Internal Revenue Service Form W-9 At the Closing, Purchaser shall cause the Escrow Agent to deliver the Purchase Price to Selling Party, and his assignees, by wire transfer of immediately available funds to accounts designated by the Selling Party. (or d) At the Closing, the Selling Party shall assume liability for any successor formremaining accounts payable and accrued expenses and any unpaid sales and income tax, as disclosed on Schedule 3(d), duly which shall be paid at the time of Closing. Payment of those obligations set forth at Schedule 3(d), if any, is a condition precedent to Purchaser’s obligations under this Agreement. Failure to pay those obligations set forth at Schedule 3(d) at Closing constitutes a timely notice by Purchaser under Section 3.1 of the escrow agreement by and validly executed by such Purchaserbetween the Parties.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days three Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; Purchaser or as otherwise set forth on the Investor Questionnaire included as Exhibit “B”, hereto, (ivthe “Stock Certificates”) one or more Pre(or, if the Company and Purchaser agree, the Company shall cause to be made a book-Funded Warrants entry record through the facilities of DTC representing the Common Shares and Non-Voting Common Shares registered in the name of such Purchaser to purchase up to a number of Underlying Shares or as indicated otherwise set forth on such Purchaser’s signature page to this Agreementthe Investor Questionnaire); (viii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit “C”, executed by such counsel and addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers;Purchaser; and (viiv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit “D” (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restatedamended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viiv) the certificate Compliance Certificate referred to in Section 5.1(g); and (viiivi) a certificate evidencing the good standing of each of the Company and Limestone Bank in Delaware its respective jurisdiction of formation issued by the Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five Business Days (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser;; and (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.. ARTICLE III

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Stockholder: (i) fully executed and duly authorized transaction documents, including this Agreement, duly executed Share Exchange Agreement and all other ancillary documents and resolutions required by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, a certificate registered in the name of Purchasereach Stockholder representing the number of shares of Common Stock set forth on Schedule II; (iii) a legal opinion of counsel to the Company acceptable to the Stockholders; (iv) one or more Pre-Funded Warrants registered in the name undated letters of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as resignation from each of the Closing Date, addressed to the Purchasers, directors and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf officers of the Company; (viiv) certified copies of such resolutions of the directors of the Company as are required to be passed to authorize the execution, delivery and implementation of this Agreement; (vi) good standing certificate referred to in Section 5.1(g)of the Company; and (viiivii) a certificate evidencing such other documents as Perf may reasonably require to give effect to the good standing terms and intention of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Datethis Agreement. (b) On or prior to the ClosingClosing Date, each Purchaser Stockholder and Perf shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Company: (i) fully executed and duly authorized transaction documents, including this Agreement, duly executed Share Exchange Agreement and all other ancillary documents and resolutions required by such Purchaser;the Company; and (ii) the Registration Rights Agreementcertificates representing such Stockholder's shares of Perf stock, duly or if the shares were issued in uncertificated form, a written representation executed by an officer of Perf and the Stockholder that such Purchaser;Stockholder was issued the number of shares set forth next to its name on Schedule I. (iiic) its Subscription AmountOn the Closing Date, in U.S. dollars all officers, directors and in immediately available funds, in key employees of Perf shall deliver Lock-Up Agreements with the amount indicated below such Purchaser’s name Company for a term of eighteen (18) months whereby they agree to certain restrictions on the applicable signature page hereto sale or disposition of all of the Common Stock of the Company acquired by wire transfer them in accordance connection with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserShare Exchange.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Purchasers the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Acquired Shares subscribed for by each Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Prebook-Funded Warrants registered entry form in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated set forth on such Purchaser’s signature page to this Agreementthe Stock Certificate Questionnaire included as Exhibit C-2 hereto; (vii) a legal opinion of Company Counsel, dated as of the Closing Date, addressed Counsel with respect to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Companymatters described on Schedule B, dated as of the Closing Date, in form and substance reasonably satisfactory to Purchasers, executed by such counsel and addressed to Purchasers; (iii) the PurchasersInvestor Rights Agreement, duly executed by the Company; (iv) a certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesAcquired Shares, (b) certifying the current versions of the articles certificate of incorporation, as amended and restatedamended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons the individuals signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; (viiv) a certificate dated as of the certificate referred to Closing Date and signed by its chief executive officer in Section 5.1(g); andthe form attached hereto as Exhibit E. (viiivi) a certificate evidencing the incorporation and good standing of the Company in Delaware issued by the Secretary of StateState of Delaware, as of a date within five three (3) Business Days of the Closing Date; and (vii) a certified copy of the certificate of incorporation, as certified by the Secretary of State of Delaware, as of a date within three (3) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this its Subscription Amount by wire transfer to the CS Account (as defined in the Waiver Agreement), duly executed by such Purchaserin accordance with the Waiver Agreement; (ii) the Registration Investor Rights Agreement, duly executed by such Purchaser;; and (iii) its Subscription Amounta fully completed and duly executed Accredited Investor Questionnaire, in U.S. dollars satisfactory to the Company, and in immediately available funds, Stock Certificate Questionnaire in the amount indicated below such Purchaser’s name on the applicable signature page forms attached hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form)as Exhibits C-1 and C-2, duly and validly executed by such Purchaserrespectively.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company and the Shareholders shall issuedeliver, deliver or cause to be delivered to each Purchaser delivered, the following (documents to the “Company Deliverables”):Purchaser: (i) this AgreementCertificates representing the Shareholder's Class A Common Stock (other than any Dissenting Share), duly executed by endorsed for transfer to the CompanyPurchaser, which shall transfer to the Purchaser good and valid title to the Shareholder's Class A Common Stock, free and clear of all Encumbrances; (ii) Employment agreements between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Purchaser, substantially in the form attached hereto as Exhibit C ("Employment Agreements"); --------- (iii) A Registration Rights Agreement between the Shareholders and the Purchaser, substantially in the form attached hereto as Exhibit D --------- ("Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser"); (iv) one or more Pre-Funded Warrants registered in If necessary, evidence of consents as shall be required to enable the name of such Purchaser to purchase up continue to enjoy the benefit of any Governmental Authorization, lease, license, permit, contract or other agreement or instrument to or of which the Company is a number party or a beneficiary and which can, by its terms (with consent) and consistent with applicable law, be so enjoyed after the transfer of Underlying Shares as indicated on such the ETCI Common Stock to the Purchaser’s signature page to this Agreement; (v) a legal opinion of Company Counsel, dated as General releases executed by the officers and directors of the Closing DateCompany in favor of the Company, addressed which releases will not relate to rights or obligations arising under this Agreement or accrued compensation prior to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasersdate hereof; (vi) a certificate of the Secretary of the CompanyAll corporate, dated as of the Closing Dateaccounting, in form business and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf tax records of the Company; (vii) A certified copy of the Articles of Incorporation of the Company, together with a certificate referred of good standing issued by the Pennsylvania Secretary of State, all dated within three (3) business days prior to the Closing Date; (viii) A Certificate of the President or Chief Financial Officer of the Company and the Shareholders dated as of the date of this Agreement and certifying to the matters set forth on Exhibit F; --------- (ix) A legal opinion from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., in form and substance reasonably acceptable to the Purchaser; and (x) such other documents, including certificates of the Shareholders and the Personnel, as may be required by this Agreement or reasonably requested by the Purchaser. (b) On the Closing Date, the Purchaser shall deliver the following documents to the Shareholders and the Personnel: (i) Certificates representing the ▇▇▇▇▇ Common Stock issued in the name of the Shareholders and the Personnel in the amounts set forth on Exhibit B hereto, which shares will be fully paid, validly issued and non- --------- assessable, and will transfer to the Shareholders and the Personnel good and valid title to the ▇▇▇▇▇ Common Stock free and clear of all Encumbrances, except for those restrictions set forth in Section 5.1(g)2.24 herein, except that in the event there are any Dissenting Shares, the ▇▇▇▇▇ Common Stock that otherwise would have been allocated to the Dissenting Shares shall be held by the Company, to be available for payment of fair value on account of the Dissenting Shares, with any of such ▇▇▇▇▇ Common Stock remaining after settling all demands for fair value and after all valuation proceedings, if any, to remain as assets of Company or its successors; (ii) Notification to the holders of Options by the Purchaser in the amounts and at the exercise prices set forth on Exhibit E; ---------- (iii) The Employment Agreements; (iv) The Registration Rights Agreement; (v) A certified copy of the Articles of Incorporation of the Purchaser, together with a certificate of good standing issued by the Delaware Secretary of State, all dated within three (3) business days prior to the Closing Date; (vii) A legal opinion from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, general counsel of the Purchaser, in form and substance reasonably acceptable to the Shareholders; and (viii) a certificate evidencing Such other documents, including certificates of the good standing Purchaser and evidence of option grants, as may be required by this Agreement or reasonably requested by the Shareholders. (c) Each of the Purchaser, the Transitory Subsidiary, the Company, and the Shareholders will take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Merger in accordance with this Agreement as promptly as possible, including delivery of all certificates representing shares of Class B common stock. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or office immediately prior to the Closing, each Purchaser shall deliver or cause Effective Time are fully authorized to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by take all such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars lawful and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchasernecessary action.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) including the Registration Rights Agreement, duly executed by the Company; ; (iiiii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days three Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request), evidencing the Purchased Shares shares of Preferred Stock subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (viii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit E, executed by such counsel and addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (viiv) 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, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viiv) the certificate referred to in Section 5.1(g); and; (viiivi) a certificate evidencing the formation and good standing of each of the Company and the Bank in Delaware Virginia issued by the Secretary of StateSCC, as of a date within five (5) Business Days of the Closing Date; (vii) a certificate evidencing the filing of the Preferred Stock Designation and the Non-Voting Articles of Amendment with the SCC on a date that is on or before the Closing Date; and (viii) Voting Agreements, duly executed by each of the directors and executive officers of the Company, which shall collectively represent at least 30% of the issued and outstanding shares of Common Stock of the Company. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) including the Registration Rights Agreement, duly executed by such Purchaser;; and (iiiii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights AgreementAgreements, duly executed by the Company; ; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days three Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares shares of the Series A Preferred Stock subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the shares of the Series B Preferred Stock subscribed for by Purchaser hereunder, registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement; (v) a stock certificate (if physical certificates are required by Life Sciences to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date) evidencing the Special Voting Share, registered in the name of Life Sciences; (vi) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vivii) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viiviii) the certificate referred to in Section 5.1(g5.1(h); and; (viiiix) a certificate evidencing the formation and good standing of the Company in Delaware issued by the Secretary of State, as of a date within five (5) Business Days of the Closing Date; (x) a certificate evidencing the filing of the Series A Preferred Stock Certificate of Designation with the Secretary of State on a date that is on or before the Closing Date; and (xi) a certificate evidencing the filing of the Series B Preferred Stock Certificate of Designation with the Secretary of State on a date that is on or before the Closing Date; and (xii) a certificate evidencing the filing of the Special Voting Stock Certificate of Designation with the Secretary of State on a date that is on or before the Closing Date; and (xiii) Voting Agreements, duly executed by affiliates of each of Healthcare Ventures, which shall collectively represent at least 29.3% of the issued and outstanding shares of Common Stock of the Company. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the applicable Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form)solely in the case of Life Sciences, duly the purchase price payable by Life Sciences for the Special Voting Share, in U.S. dollars and validly executed in immediately available funds by such Purchaserwire transfer in accordance with the Company’s written instructions.

Closing Deliveries. The Buyer shall have received at or prior to ------------------ the Closing such documents, instruments or certificates from the Stockholders and/or the Company as the Buyer may reasonably request including, without limitation: (a) On or prior to the Closing, stock certificates representing the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) Shares duly endorsed in accordance with Section 1.01 of this Agreement, duly executed by the Company; (iib) a balance sheet of the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days Company as of the Closing Date) allocated Date prepared in such amounts as such Purchaser shall requestaccordance with the Company's past practice and certified by either the Company's President or Chief Financial Officer which fairly presents, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasersfinancial condition, retained earnings, assets and dated liabilities of the Closing Date, in form and substance reasonably satisfactory to the PurchasersCompany; (vic) such certificates of the Company's officers and of the Stockholders and such other documents evidencing satisfaction of the conditions specified in this Section 6 as the Buyer shall reasonably request; (d) a certificate of the Secretary of State of the State of Delaware as to the legal existence and good standing (including Tax) of the Company in Delaware; (e) a certificate of the Secretary of the Company, dated as Company attesting to the incumbency of the Closing DateCompany's officers, in form and substance reasonably satisfactory to the Purchasers, (a) certifying authenticity of the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving authorizing the transactions contemplated by this Agreement Agreement, and the other Transaction Documents authenticity and the issuance continuing validity of the Securities, charter documents delivered pursuant to Section 3.01 of this Agreement; (bf) certifying certificates of appropriate governmental officials in each state in which the current versions Company is required to qualify to do business as a foreign corporation as to the due qualification and good standing (including Tax) of the articles Company in each such jurisdiction; (g) written resignations of incorporation, as amended and restated, and by-laws, as amended, all members of the Company's Board of Directors; (h) the original corporate minute books of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g)all corporate seals; and (viiii) a certificate evidencing the good standing of the Company in Delaware issued if requested by the Secretary of StateBuyer, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreementthe Company will deliver to the Buyer and to the Internal Revenue Service notices that the Shares are not a "U.S. real property interest" in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, duly executed by such Purchaser; or (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in Stockholders will deliver to the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer Buyer certifications that they are not foreign persons in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserTreasury Regulations under Section 1445 of the Code.

Closing Deliveries. (ai) On or prior to At the Closing, the Company SCVE shall issueexecute and acknowledge, deliver or cause to be delivered executed and acknowledged (as appropriate) and deliver to each Purchaser BOS and Bancorp, such documents and certificates as are reasonably necessary or appropriate to carry out the terms and provisions of this Agreement, including without limitation, the following (all of such actions constituting conditions precedent to BOS’ and Bancorp’s obligations to consummate the “Company Deliverables”Consolidation and the other transactions hereunder): (iA) this AgreementTrue, correct and complete copies of the articles of association of SCVE and all amendments thereto, each duly executed certified by the CompanyOCC; (iiB) the Registration Rights Agreement, duly executed A certificate issued by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies OCC as of such certificates shall suffice for purposes a recent date reflecting the existence and good standing of Closing with SCVE under the original stock certificates to be delivered within 30 calendar days laws of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserUnited States; (ivC) one or more Pre-Funded Warrants registered in A certificate, dated as of a recent date, issued by the name FDIC, duly certifying that the deposits of such Purchaser SCVE are insured by the FDIC pursuant to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreementthe FDIA; (vD) a legal opinion of Company CounselA certificate, dated as of the Closing Date, addressed duly executed by the Secretary of SCVE, acting solely in his or her capacity as an officer of SCVE, pursuant to which SCVE shall certify (i) the Purchasersdue adoption by the SCVE Board of corporate resolutions attached to such certificate authorizing the execution and delivery of this Agreement and any other agreements and documents contemplated hereby, and dated the Closing Date, taking of all actions contemplated hereby and thereby; (ii) the due adoption by the stockholders of SCVE authorizing the transactions contemplated by this Agreement; and (iii) that the copy of the bylaws of SCVE attached to such certificate is true and correct and such bylaws have not been amended except as reflected in form and substance reasonably satisfactory to the Purchaserssuch copy; (viE) a The certificate specified in Section 6.2(c) hereof; (F) All consents and approvals, including landlord consents, required to be obtained by SCVE from third parties to consummate the transactions contemplated by this Agreement, including those set forth on Disclosure Schedule 3.1(c)(ii); and (G) All other documents required to be delivered to BOS or Bancorp by SCVE under the provisions of this Agreement and all other documents, certificates and instruments as are reasonably requested by BOS, Bancorp or its counsel. (ii) At the Closing, BOS and Bancorp, as appropriate, shall execute and acknowledge (where appropriate) and deliver to SCVE, such documents and certificates necessary to carry out the terms and provisions of this Agreement, including without limitation, the following (all of such actions constituting conditions precedent to SCVE’s obligations to consummate the Consolidation and the other transactions hereunder): (A) True, correct and complete copies of the articles of incorporation of BOS, Interim Bank and Bancorp and all amendments thereto, each duly certified by the California Secretary of State; (B) A certificate issued by the CompanyCalifornia Secretary of State as of a recent date reflecting the existence and good standing of Interim Bank, BOS and Bancorp under the laws of the State of California; (C) A certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted executed by the Secretary of Bancorp, acting solely in his or her capacity as an officer of Bancorp, pursuant to which Bancorp shall certify the due adoption by the Bancorp Board of Directors corporate resolutions attached to such certificate authorizing the execution and delivery of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents agreements and documents contemplated hereby and the issuance taking of the Securities, (b) certifying the current versions of the articles of incorporation, as amended all actions contemplated hereby and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companythereby; (viiD) A certificate, dated as of the Closing Date, executed by the Secretary of BOS, acting solely in his or her capacity as an officer of BOS, pursuant to which BOS shall certify the due adoption by the BOS Board of corporate resolutions attached to such certificate referred to authorizing the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; (E) The certificate specified in Section 5.1(g)6.3(b) hereof; (F) The Consolidation Consideration and the Warrant Consideration to the Exchange Agent as specified in Section 2.2 hereof; and (viiiG) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause All other documents required to be delivered to SCVE by BOS or Bancorp under the Company the following (the “Purchaser Deliverables”): (i) provisions of this AgreementAgreement and all other documents, duly executed certificates and instruments as are reasonably requested by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) SCVE or its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchasercounsel.

Closing Deliveries. (a) On or prior to EPB shall have caused the Closing, the Company shall issue, deliver or cause following documents to be delivered (or tendered subject only to each Purchaser the following (the “Company Deliverables”):Closing) to Buyer: (i) this Agreementthe Certificate of Formation and all amendments thereto of EPB, and a certificate of good standing of EPB, in each case duly executed certified as of a date not earlier than the fifth Business Day prior to Closing by the CompanySecretary of State of Delaware; (ii) certificates of good standing of EPB, in each case duly certified as of a date not earlier than the Registration Rights Agreement, duly executed fifth Business Day prior to Closing by the Company; relevant Governmental Authority of each jurisdiction where EPB is qualified to do business as a foreign limited liability company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counselcertificates, dated as of the Closing Date, addressed from Seller and EPB executed by a duly authorized officer thereof, certifying as to the Purchaserssatisfaction of the conditions set forth in Sections 8.2(a), (b) and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers(c); (viiv) a certificate of the Secretary of the CompanyEPB, dated as of the Closing Date, in form certifying and substance reasonably satisfactory attaching copies of the Operating Agreement of EPB, certifying and attaching all requisite resolutions or actions of EPB’s board of managers and members approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors incumbency of the Company officers of EPB executing this Agreement and any other document relating to the transactions contemplated hereby; (v) a certificate of the Secretary of Seller, dated as of the Closing Date, certifying and attaching copies of all requisite resolutions or a duly authorized committee thereof actions of Seller’s board of directors and stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency of the officers of Seller executing this Agreement and any other document relating to the transactions contemplated hereby; (vi) the Escrow Agreement, executed by Seller and the Escrow Agent; (vii) an assignment, executed by EP Corporation and Seller, transferring any and all rights, title and interest they may have in the name and m▇▇▇ “EP Boron” to EPB; (viii) copies of all consents listed on Schedule 8.2(c), including Governmental Authorizations, required to be obtained by EPB in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyAgreement; (viiix) EPB’s books of account and minute books, except to the certificate referred extent such books are already located at EPB’s premises; (x) Releases, including but not limited to Uniform Commercial Code termination statements, executed by General Electric Capital Corporation, G▇▇▇▇▇▇ S▇▇▇▇ Credit Partners, L.P. and Obsidian, LLC with respect to (A) their blanket Liens on EPB’s assets, (B) their Liens on the EPB Real Property, each in form and substance satisfactory to Buyer, and (C) their Liens on the LLC Interests; (xi) an assignment executed by Seller transferring the LLC Interests to Buyer, free and clear of all Liens; (xii) a resignation executed by EaglePicher Management Company, the sole manager of EPB, and resignations executed by all the officers of EPB; (xiii) if applicable, the easements, “Retained Parcels Options” and “Right of First Refusal” executed by Seller and/or its Affiliate, as contemplated by Section 5.1(g)6.8; and (viiixiv) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, such other items as of a date within five Business Days of the Closing DateBuyer may reasonably request. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser SPAC shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):and Pubco: (i) this Agreementa certificate, duly executed dated the Closing Date, signed by an executive officer or director of SPAC in such Purchasercapacity, certifying as to the satisfaction of the conditions specified in Sections ‎9.2(a), ‎9.2(b) and ‎9.2(c) with respect to SPAC; (ii) a certificate from its secretary, assistant secretary, director or other executive officer certifying as to, and attaching, (A) copies of the Registration Rights AgreementConversion Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of the SPAC Board authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and 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 execute this Agreement or any Ancillary Document to which SPAC is or is required to be a party or otherwise bound; (1) a copy of the certificate of de-registration issued by the Cayman 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 copy of the Insider Letter Amendment duly executed by such PurchaserSPAC and Sponsor and the Insiders; and (v) 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 to SPAC: (i) a certificate, dated the Closing Date, signed by an executive officer of Pubco, certifying as to the satisfaction of the conditions specified in Sections ‎9.3(a), ‎9.3(b) and ‎9.3(c) with respect to Pubco and the Merger Subs, as applicable; (ii) 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) its Subscription Amount, in U.S. dollars a copy of the Amended and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto Restated Registration Rights Agreement duly executed by wire transfer in accordance with the Company’s written instructionsPubco; and (iv) a copy of the Insider Letter Amendment duly executed by ▇▇▇▇▇; and (v) a copy of the Services Agreement, duly executed by Pubco. (c) At the Closing, the Company shall deliver or cause to be delivered to SPAC and Pubco: (i) a certificate, dated as of the Closing Date, signed by an Internal Revenue Service Form W-9 executive officer or manager of the Company, certifying as to the satisfaction of the conditions specified in Sections ‎9.3(a), ‎9.3(b) and ‎9.3(c) with respect to the Company; (ii) a certificate from its secretary or other executive officer or manager 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 managers and the requisite Company Holders 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 managers and officers authorized to execute this Agreement or any successor form)Ancillary Document to which it is or is required to be a party or otherwise bound; and (iii) a properly executed certification that no interest in the Company is a “United States real property interest”, in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the IRS (which shall be filed by Pubco with the IRS following the Closing) in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2) of the Treasury Regulations. (d) At the Closing, the Seller shall deliver or cause to be delivered to SPAC and Pubco: (i) a copy of the Services Agreement, duly and validly executed by such Purchaserthe Seller.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days three Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request), evidencing the Purchased Preferred Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; such Purchaser or as otherwise set forth on the Investor Questionnaire included as Exhibit E, hereto, (ivthe “Stock Certificates”) one or more Pre(or, if the Company and such Purchaser agree, the Company shall cause to be made a book-Funded Warrants entry record through the facilities of DTC representing the Preferred Shares registered in the name of such Purchaser to purchase up to a number of Underlying Shares or as indicated otherwise set forth on such Purchaser’s signature page to this Agreementthe Investor Questionnaire); (viii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit F, executed by such counsel and addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers;; and (viiv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit G (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restatedamended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viiv) the certificate Compliance Certificate referred to in Section 5.1(g); and; (viiivi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and Heritage Oaks Bank in Delaware its respective jurisdiction of formation issued by the Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five Business Days (5) business days of the Closing Date; and (vii) the Escrow Agreement executed by the Company and the escrow agent (to the extent the conditions of Section 2.3 are not satisfied prior to closing). (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; (iii) a fully completed and duly executed Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit E; and (iv) with respect to Patriot, if the conditions of Section 2.3 have not been satisfied as of the Closing Date, an Internal Revenue Service Form W-9 (or any successor form), duly executed copy of the Escrow Agreement and validly executed by such Purchaserthe transfer to the escrow agent pursuant to said agreement of the purchase price for the Additional Patriot Shares in U.S. dollars and in immediately available funds.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) facsimile copies of one or more Warrants and Prefunded Warrants, if applicable, executed by the Company and registered in the name of such Purchaser as set forth on the Book- Entry Questionnaire included as Exhibit D-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares and Prefunded Warrants Shares set forth on such Purchaser’s signature page hereto, on the terms set forth therein, with the original Warrants and Prefunded Warrants, if applicable, delivered within three (3) Trading Days of Closing; (iii) a legal opinion of each of U.S. Company Counsel and Canadian Company Counsel, dated as of the Closing Date, each in form and substance reasonably satisfactory to the Purchasers, executed by each such counsel and addressed to the Purchasers, on which the Placement Agent will be permitted to rely; (iv) the Registration Rights Agreement, duly executed by the Company; ; (iiiv) one or more stock certificates (if physical certificates are required duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by Purchaser the Transfer Agent instructing the Transfer Agent to be held immediately prior to Closing; if notdeliver, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall requeston an expedited basis, a book-entry statement evidencing the Purchased number of Shares subscribed for purchased by Purchaser hereundereach Purchaser, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the CompanyCompany (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended and restatedamended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit F; (vii) the certificate Compliance Certificate referred to in Section 5.1(g5.1(h); and; (viii) a Lock-Up Agreement, substantially in the form of 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 in Delaware issued by the Secretary of StateCorporations Canada, as of a date within five three (3) Business Days of the Closing Date; (x) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within three (3) Business Days of the Closing Date; and (xi) a certified copy of the certificate or articles of incorporation, as certified by Corporations Canada, as of a date within three (3) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, 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 set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with to the Company’s written instructionsaccount specified by the Company to the Purchasers; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) an Internal Revenue Service Form W-9 (or any successor form)a fully completed and duly executed Accredited Investor Questionnaire, duly satisfactory to the Company, and validly executed by such PurchaserBook-Entry Questionnaire in the forms attached hereto as Exhibits D-1 and C-2, respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company Pubco shall issue, deliver have delivered or cause caused to be delivered to each Purchaser CCD, the following Members and Direct Investors (or, counsel to CCD, the “Company Deliverables”):Members and Direct Investors, as applicable), as more particularly set forth below, the following: (i) this Agreement, Agreement duly executed by the CompanyPubco; (ii) a certificate of good standing for Pubco from the Registration Rights AgreementState of Nevada, duly executed by dated not earlier than five (5) days prior to the Company; Closing Date; (iii) one or more stock certificates (if physical certificates are required A true and complete list, prepared as of the most recent practicable date by Purchaser to be held immediately prior to Closing; if notPubco’s transfer agent and registrar of the names and addresses of the record owners of all of the outstanding shares of Pubco Common Stock, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing together with the original stock certificates to be delivered within 30 calendar days number of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for shares of Pubco Common Stock held by Purchaser hereunder, registered in the name of Purchasereach record owner; (iv) one or more Pre-Funded Warrants registered in a certificate of the name Secretary of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company CounselPubco, dated as of the Closing Date, addressed certifying as to (i) the Purchasersincumbency of officers of Pubco executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and dated writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Articles of Incorporation (including all certificates of designation, as amended) and By-Laws of Pubco, as in effect on and as of the Closing Date, (iii) a copy of the resolutions of the Board of Directors of Pubco authorizing and approving Pubco’s execution, delivery and performance of the Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby and (iv) confirmation that Pubco has no outstanding shares of Preferred Stock; (v) all corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by CCD’s representatives with respect to Pubco; (vi) the Company Counsel shall deliver an opinion to CCD, dated as of the Closing, in form and substance reasonably satisfactory acceptable to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyCCD; (vii) lock up agreements with those individuals set forth in Schedule C to this Agreement, which lock-up agreements shall prohibit the certificate referred to in Section 5.1(g); andsale of Pubco securities for a period of six months from the Closing Date; (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause Registration Rights Agreement to be delivered to entered into among Pubco, the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such PurchaserMembers and Direct Investors; (iiix) such other documents as CCD and/or the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, Members or Direct Investors may reasonably request in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance connection with the Company’s written instructionstransactions contemplated hereby; and (ivx) a certificate, dated the Closing Date, of an Internal Revenue Service Form W-9 (or any successor form)officer of Pubco, duly and validly executed certifying as to the compliance by such PurchaserPubco with the conditions of Section 7.1(b) below.

Closing Deliveries. (a) On or prior to At the Closing, to be held simultaneously with the Company execution and delivery of this Agreement, Sellers shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser the following (Buyer the “Company Deliverables”):following: (i) A copy of resolutions duly adopted by Sellers, authorizing the execution, delivery and performance of this Agreement and the B▇▇▇ of Sale and Assumption Agreement, and a certificate of the respective secretaries of Sellers, dated the Closing Date, to the effect that such resolutions were duly executed by adopted and are in full force and effect as of the CompanyClosing Date; (ii) the Registration Rights Agreement, A duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days counterpart of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name B▇▇▇ of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, Sale and dated the Closing Date, Assumption Agreement in form and substance reasonably satisfactory to Buyer, and any other instruments of transfer necessary to transfer ownership to Buyer of the PurchasersTransferred Assets; (iii) Instruments that shall be effective to transfer to Buyer all of Sellers’ right, title and interest in and to the Intellectual Property of Sellers included in the Transferred Assets in form suitable for filing with the necessary Governmental Authorities; (iv) A certificate of good standing from the Secretary of State of QS’ jurisdiction of incorporation and from the Secretary of State of each jurisdiction in which QS is qualified to do business as set forth on Schedule 3.1; (v) A certificate of good standing from the Secretary of State of Parent’s jurisdiction of incorporation; and (vi) such other and further documents, instruments, certificates and agreements reasonably deemed by Buyer’s counsel to be necessary to effectuate the transactions contemplated by this Agreement; (b) At the Closing, and simultaneously with the execution and delivery of this Agreement, the Buyer shall deliver, or cause to be delivered, to Sellers the following: (i) A copy of resolutions duly adopted by Buyer, authorizing the execution, delivery and performance of this Agreement and the B▇▇▇ of Sale and Assumption Agreement, and a certificate of the Secretary secretary of the CompanyBuyer, dated the Closing Date, to the effect that such resolutions were duly adopted and are in full force and effect as of the Closing Date; (ii) A copy of resolutions duly adopted by Netsmart, in form authorizing the execution, delivery and substance reasonably satisfactory performance of this Agreement and the B▇▇▇ of Sale and Assumption Agreement, and a certificate of the secretary of Netsmart, dated the Closing Date, to the Purchasers, (a) certifying the effect that such resolutions were duly adopted by the Board of Directors and are in full force and effect as of the Company or a Closing Date; (iii) A duly authorized committee thereof approving executed counterpart of the B▇▇▇ of Sale and Assumption Agreement; (iv) The duly executed Promissory Note; (v) A certificate of good standing from the Secretary of State of Buyer’s jurisdiction of incorporation and from the Secretary of State of the jurisdiction in which Buyer maintains its principal place of business; and (vi) such other and further documents, instruments, certificates and agreements reasonably deemed by Sellers’ counsel to be necessary to effectuate the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing DateAgreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (ai) On or prior to At the Closing, the Company Saehan shall issueexecute and acknowledge, deliver or cause to be delivered executed and acknowledged (as appropriate) and deliver to each Purchaser Wilshire and Newco, such documents and certificates necessary or appropriate to carry out the terms and provisions of this Agreement, including without limitation, the following (all of such actions constituting conditions precedent to Wilshire’s and Newco’s obligations to consummate the “Company Deliverables”Merger and the other transactions hereunder): (iA) this AgreementTrue, correct and complete copies of the articles of incorporation of Saehan and Saehan Bank, and all amendments thereto, each duly executed certified as of a recent date by the CompanyCalifornia Secretary of State or the DFI, as appropriate; (iiB) the Registration Rights Agreement, duly executed A certificate issued by the Company; (iii) one California Secretary of State or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if notthe DFI, then facsimile or “.pdf” copies as appropriate, as of such certificates shall suffice for purposes a recent date reflecting the existence and good standing of Closing with Saehan and Saehan Bank under the original stock certificates to be delivered within 30 calendar days laws of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name State of PurchaserCalifornia; (ivC) one or more Pre-Funded Warrants registered in A certificate, dated as of a recent date, issued by the name FDIC, duly certifying that the deposits of such Purchaser Saehan Bank are insured by the FDIC pursuant to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreementthe FDIA; (vD) a legal opinion of Company CounselA certificate, dated as of the Closing Date, addressed duly executed by the Secretary of Saehan, acting solely in his or her capacity as an officer of Saehan, pursuant to which Saehan shall certify (i) the Purchasersdue adoption by the Saehan Board of corporate resolutions attached to such certificate authorizing the execution and delivery of this Agreement and any other agreements and documents contemplated hereby, and dated the Closing Date, taking of all actions contemplated hereby and thereby; (ii) the due adoption by the stockholders of Saehan authorizing the transactions contemplated by this Agreement; (iii) the incumbency and true signatures of those officers of Saehan duly authorized to act on its behalf in form connection with the transactions contemplated by this Agreement and substance reasonably satisfactory to execute and deliver this Agreement and any other agreements and documents contemplated hereby and the Purchaserstaking of all actions contemplated hereby and thereby on behalf of Saehan; and (iv) that the copy of the bylaws of Saehan attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (viE) a certificate of the Secretary of the CompanyA certificate, dated as of the Closing Date, duly executed by the Secretary of Saehan Bank, acting solely in form his or her capacity as an officer of Saehan Bank, pursuant to which Saehan Bank shall certify (i) the due adoption by the Saehan Bank board of directors of corporate resolutions attached to such certificate authorizing the execution and substance delivery of the Bank Merger Agreement and any other agreements and documents contemplated thereby, and the taking of all actions contemplated thereby; (ii) the due adoption by the sole stockholder of Saehan Bank authorizing the transactions contemplated by the Bank Merger Agreement; (iii) the incumbency and true signatures of those officers of Saehan Bank duly authorized to act on its behalf in connection with the transactions contemplated by the Bank Merger Agreement and to execute and deliver the Bank Merger Agreement and any other agreements and documents contemplated thereby and the taking of all actions contemplated thereby on behalf of Saehan Bank; and (iv) that the copy of the bylaws of Saehan Bank attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (F) The certificate specified in Section 6.2(c) hereof; (G) All consents and approvals, including landlord consents, required to be obtained by Saehan and/or Saehan Bank from third parties to consummate the transactions contemplated by this Agreement, including those set forth on Disclosure Schedule 3.1(d)(ii); and (H) All other documents required to be delivered to Wilshire or Newco by Saehan under the provisions of this Agreement and all other documents, certificates and instruments as are reasonably satisfactory requested by Wilshire, Newco or its counsel. (ii) At the Closing, Wilshire and Newco, as appropriate, shall execute and acknowledge (where appropriate) and deliver to Saehan, such documents and certificates necessary to carry out the terms and provisions of this Agreement, including without limitation, the following (all of such actions constituting conditions precedent to Saehan’s obligations to consummate the Merger and the other transactions hereunder): (A) True, correct and complete copies of the articles of incorporation of Wilshire, Newco and Wilshire Bank, and all amendments thereto, each duly certified as of a recent date by the California Secretary of State or the DFI, as appropriate; (B) A certificate issued by the California Secretary of State or the DFI, as appropriate, as of a recent date reflecting the existence and good standing of Wilshire, Wilshire Bank and Newco under the laws of the State of California; (C) A certificate, dated as of a recent date, issued by the FDIC that the deposits of Wilshire Bank are insured by the FDIC pursuant to the PurchasersFDIA; (D) A certificate, (a) certifying dated as of the resolutions adopted Closing Date, executed by the Secretary of Newco, acting solely in his or her capacity as an officer of Newco, pursuant to which Newco shall certify (i) the due adoption by the Newco Board of Directors corporate resolutions attached to such certificate authorizing the execution and delivery of this Agreement and the Company or a other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; (ii) the due adoption by the sole stockholder of Newco of resolutions authorizing the transactions contemplated by this Agreement; (iii) the incumbency and true signatures of those officers of Newco duly authorized committee thereof approving to act on its behalf in connection with the transactions contemplated by this Agreement and the to execute and deliver this Agreement and other Transaction Documents agreements and documents contemplated hereby, and the issuance taking of the Securities, (b) certifying the current versions of the articles of incorporation, as amended all actions contemplated hereby and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents thereby on behalf of Newco; and (iv) that the Companycopy of the bylaws of Newco attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (viiE) A certificate, dated as of the Closing Date, executed by the Secretary of Wilshire, acting solely in his or her capacity as an officer of Wilshire, pursuant to which Wilshire shall certify (i) the due adoption by the Wilshire Board of corporate resolutions attached to such certificate referred authorizing the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and the taking of all actions contemplated hereby and thereby; and (ii) the incumbency and true signatures of those officers of Wilshire duly authorized to act on its behalf in connection with the transactions contemplated by this Agreement and to execute and deliver this Agreement and other agreements and documents contemplated hereby, and the taking of all actions contemplated hereby and thereby on behalf of Wilshire; (F) A certificate, dated as of the Closing Date, duly executed by the Secretary of Wilshire Bank, acting solely in his or her capacity as an officer of Wilshire Bank, pursuant to which Wilshire Bank shall certify (i) the due adoption by the Wilshire Bank board of directors of corporate resolutions attached to such certificate authorizing the execution and delivery of the Bank Merger Agreement and any other agreements and documents contemplated thereby, and the taking of all actions contemplated thereby; (ii) the due adoption by the sole stockholder of Wilshire Bank authorizing the transactions contemplated by the Bank Merger Agreement; (iii) the incumbency and true signatures of those officers of Wilshire Bank duly authorized to act on its behalf in connection with the transactions contemplated by the Bank Merger Agreement and to execute and deliver the Bank Merger Agreement and any other agreements and documents contemplated thereby and the taking of all actions contemplated thereby on behalf of Wilshire Bank; and (iv) that the copy of bylaws of Wilshire Bank attached to such certificate is true and correct and such bylaws have not been amended except as reflected in such copy; (G) The certificate specified in Section 5.1(g)6.3(c) hereof; and (viiiH) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause All other documents required to be delivered to Saehan by Wilshire or Newco under the Company the following (the “Purchaser Deliverables”): (i) provisions of this AgreementAgreement and all other documents, duly executed certificates and instruments as are reasonably requested by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) Saehan or its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchasercounsel.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates certificates, free and clear of all restrictive and other legends (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Dateexcept as provided in Section 4.1(b) allocated in such amounts as such Purchaser shall requesthereof), evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchasersuch Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (viii) a legal opinion of Company Counsel, dated in the form attached hereto as of the Closing DateExhibit C, executed by such counsel and addressed to the PurchasersPurchasers and the Placement Agent; (iv) the Registration Rights Agreement, and dated duly executed by the Closing Date, Company; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in form and substance reasonably satisfactory to writing by the PurchasersTransfer Agent; (vi) a certificate of the Secretary of the CompanyCompany (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the certificate or articles of incorporation, as amended and restatedamended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E; (vii) the certificate Compliance Certificate referred to in Section 5.1(g5.1(h); and; (viii) a certificate evidencing the formation and good standing of the Company in Delaware such entity’s jurisdiction of formation issued by the Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five Business Days (5) days of the Closing Date; (ix) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within ten (10) days of the Closing Date; and (x) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State (or comparable office) of such entity’s jurisdiction of formation, as of a date within ten (10) days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, 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 set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing by the Company’s written instructionsCompany for such purpose, as set forth on Exhibit G attached hereto; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (ivv) an Internal Revenue Service Form W-9 (or any successor form)a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2, duly and validly executed by such Purchaserrespectively.

Closing Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) On The Company or prior to the ClosingSellers, the Company as applicable, shall issuedeliver, deliver or cause to be delivered delivered, to each the Purchaser the following (the “Company Deliverables”):Entities: (i) this Agreementthe Articles of Merger, duly executed by the Company; (ii) a subscription agreement in substantially the form attached hereto as Exhibit A (the “Subscription Agreement”), executed by each Seller; (iii) a signature page to the Restated Purchaser LLC Agreement, executed by each Seller; (iv) the Transition Services Agreement, executed by FNH; (v) a registration rights agreement in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”), executed by each Seller; (vi) a duly executed non-foreign affidavit dated as of the Closing Date from each Seller in form and substance required under Treasury Regulations issued pursuant to Section 1445 of the Code, certifying that such Seller is not a “foreign person” as defined in Section 1445 of the Code; (vii) (A) the articles of organization (or similar Governing Document) of the Company and each of its Subsidiaries, each certified by the Secretary of State (or similar authority) of the applicable jurisdiction of organization of each such entity as of a date within ten (10) Business Days prior to the Closing Date, 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; (viii) consents with respect to the Company Contracts listed on Section 1.8(a)(viii) of the Company Disclosure Schedule attached hereto; (ix) resignations effective as of the Effective Time of those officers, managers and members of the board of managers and/or board of directors, if and as applicable, of the Company and its Subsidiaries as designated by the Purchaser prior to the Closing, executed by such individuals; (x) an assignment agreement executed by ▇▇▇▇▇ Fargo Bank, National Association, FNH and other parties named therein, and the Company providing for the Company Debt Assumption and, upon repayment of such amount by the Company or its successor, the termination of all security interests under the Seller Credit Agreement 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 other necessary documentation in connection with the termination of such security interests) and any other obligations of the Company or its Subsidiaries with respect to the Seller Credit Agreement; (xi) a funds flow statement in form reasonably acceptable to the Purchaser Entities and the Company (the “Funds Flow Statement”), executed by the Company; and (xii) such other documents and instruments as may be reasonably requested by the Purchaser Entities. (b) The Purchaser Entities shall deliver, or caused to be delivered, to the Company or the Sellers, as applicable: (i) the Articles of Merger, executed by Merger Sub; (ii) the Subscription Agreements, executed by Parent and Purchaser, as applicable; (iii) one or more stock certificates (if physical certificates are required a signature page to the Restated Purchaser LLC Agreement, executed by Purchaser to be held immediately prior to Closing; if notPurchaser, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall requestParent, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name and each other member of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Transition Services Agreement, executed by Purchaser’s signature page to this Agreement; (v) the Registration Rights Agreement, executed by Purchaser and Parent; (vi) (A) the certificate of formation of Purchaser and the charter of Merger Sub, each certified by the Secretary of State (or similar authority) of the applicable jurisdiction of organization of each such Purchaser Entity as of a legal opinion of Company Counsel, dated as date within ten (10) Business Days of the Closing Date, addressed and (B) certificates of good standing (or similar certification) of each Purchaser Entity from the jurisdiction of organization of each such Purchaser Entity, each dated within ten (10) Business Days prior to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); andFunds Flow Statement, executed by the Purchaser Entities; (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, duly executed non-foreign affidavit dated as of a date within five Business Days of the Closing Date. (b) On or prior Date from Purchaser and each member of Purchaser in form and substance required under Treasury Regulations issued pursuant to Section 1445 of the ClosingCode, certifying that Purchaser and each Purchaser shall deliver or cause to be delivered to such member is not a “foreign person” as defined in Section 1445 of 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. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsCode; and (ivix) an Internal Revenue Service Form W-9 (or any successor form), duly such other documents and validly executed instruments as may be reasonably requested by such Purchaserthe Company.

Closing Deliveries. (a) On or prior to At the Closing, the US Company, Canadian Company shall issueand/or Seller, deliver shall, as applicable, deliver, or cause to be delivered to or effect, each Purchaser of the following (the “Company Deliverables”):following: (i) this deliver to Buyer stock powers or other instruments of transfer duly executed in blank for the Purchased Shares and share certificates for each Company which give effect to the Pre-Closing Reorganization; (ii) deliver the Escrow Agreement, duly executed by the CompanySeller and Escrow Agent, to Buyer; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one deliver to Buyer the third-party consents and approvals specified on Schedule 3.02(a)(iii) in form and substance satisfactory to the Buyer, acting reasonably; provided, that it shall not be unreasonable for Buyer to reject any such third-party consent or more stock certificates (if physical certificates are required by Purchaser approval which modifies, amends, supplements, conditions, or otherwise changes the existing rights and obligations between the parties to be held immediately prior to Closing; if not, then facsimile such third-party consent or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaserapproval; (iv) one or more Pre-Funded Warrants registered deliver to Buyer, a resignation, in the name any and all capacities, of each director of such Purchaser Company and each officer of such Company to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreementbe effective concurrent with the Closing; (v) deliver to Buyer all books and records relating to the organization, ownership and maintenance of each Company in possession or control of Seller, if not already located on the premises of each such Company; (vi) deliver to Buyer and Parent a legal opinion standstill agreement regarding trading in Parent’s stock, in the form attached hereto as Exhibit D (the “Standstill Agreement”); (vii) deliver to Buyer payoff letters and appropriate termination statements and other instruments in form and substance acceptable to Buyer, to extinguish any Company Obligations and all security interests related thereto at the Closing, including such a payoff letter and termination statement for the RBC Credit Facility; (viii) US Company and Canadian Company shall deliver to Buyer a certificate, signed by an officer of such Company, certifying (A) the truth and correctness of attached copies of such Company’s organizational documents (including amendments thereto) and (B) resolutions of each Company’s Board of Directors and the sole stockholder for such Company, authorizing the execution, delivery and performance of this Agreement by each Company Counseland the transactions contemplated hereby; ​ (ix) Seller shall deliver to Buyer a certificate, signed by an officer of Seller, certifying (A) the truth and correctness of attached copies of Seller’s organizational documents (including amendments thereto) and (B) resolutions of the Board of Directors and stockholders of Seller, authorizing the execution, delivery and performance of this Agreement by Seller and the transactions contemplated hereby; (x) Seller and each Company shall deliver to Buyer certificates, dated as of a date no earlier than 10 days prior to the Closing Date, duly issued by the applicable Governmental Authority in the State of Delaware and the Province of Ontario, showing that such Company is validly existing or qualified to do business in such jurisdiction; (xi) deliver to Buyer a certificate signed by an officer of each Company and an officer of Seller as to each Company’s and Seller’s compliance with the conditions set forth in Section 9.01(a) and (b) (the “Seller Closing Certificate”); (xii) Seller shall deliver to Buyer a duly executed IRS Form W-8BEN-E or other similar form that may be required; (xiii) a certificate from US Company dated as of the Closing Date, addressed acceptable to Buyer and conforming to the Purchasersrequirements of Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h) and (B) a notice to the IRS, and dated prepared in accordance with Treasury Regulation Section 1.897-2(h)(2), in a form acceptable to Buyer, together with written authorization for Buyer to deliver such notice to the IRS on behalf of the US Company after the Closing; (xiv) Seller shall deliver to Buyer evidence of the Pre-Closing Date, Reorganization in form and substance reasonably satisfactory to the PurchasersBuyer; (vixv) Seller shall cause each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ to deliver to Buyer a certificate Restrictive Covenant Agreement in the form attached hereto as Exhibit E (each a “Restrictive Covenant Agreement”) in favor of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement Buyer and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and bypost-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyClosing Companies; (viixvi) Seller shall deliver to Buyer evidence acceptable to Buyer in its sole discretion of the certificate referred to in Section 5.1(g)termination of the Management Agreements; and (viiixvii) a certificate evidencing such other documents and instruments as may be reasonably required by Buyer to consummate the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Datetransactions contemplated hereby. (b) On or prior to At the Closing, each Purchaser shall deliver Buyer shall, deliver, or cause to be delivered to delivered, each of the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, duly executed by such Purchaserthe Closing Purchase Price Payment to Seller; (ii) the Registration Rights Escrow Amount to the Escrow Agent; (iii) the Escrow Agreement, duly executed by such PurchaserBuyer, to Seller; (iiiiv) its Subscription Amounta certificate, in U.S. dollars and in immediately available fundsdated as of a date no earlier than 10 days prior to the Closing Date, duly issued by the applicable Governmental Authority in the amount indicated below Province of Ontario, showing that Buyer is in good standing and authorized to do business in such Purchaserjurisdiction, to Seller; (v) certificates, signed by an officer of Buyer, certifying the truth and correctness of attached copies of resolutions of the Board of Directors of Buyer, authorizing the ​ execution, delivery and performance of this Agreement by Buyer and the transactions contemplated hereby; (vi) certificates signed by an officer of Buyer as to Buyer’s name on the applicable signature page hereto by wire transfer in accordance compliance with the Company’s written instructionsconditions set forth in Section 9.02(a) and (b) (the “Buyer Closing Certificate”); and (ivvii) an Internal Revenue Service Form W-9 (or any successor form), duly such other documents and validly executed instruments as may be reasonably required by such PurchaserSeller to consummate the transactions contemplated hereby.

Closing Deliveries. (a) On The Buyer shall have received at or prior to the Closing, the Company shall issue, deliver or cause to be delivered to ------------------ Closing each Purchaser of the following (the “Company Deliverables”):documents: (ia) this Agreement, duly executed by the Company▇▇▇▇ of Sale; (iib) the Registration Rights Agreementsuch instruments of conveyance, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasersassignment and transfer, and dated the Closing Datemotor vehicle transfers and safety inspection certificates, if any, in form and substance reasonably satisfactory to the PurchasersBuyer, as shall be appropriate to convey, transfer and assign to, and to vest in, the Buyer, good and marketable title to the Assets other than the Intangible Property, subject to the Assumed Liabilities applicable thereto. (c) such instruments of conveyance, assignment and transfer in form and substance reasonably satisfactory to the Buyer and in a form appropriate to file, if required, with the United States Office of Patents and Trademarks, sufficient to convey, transfer and assign to, and to vest in, the Buyer, good and marketable title to the Intangible Property; (vid) all existing technical data, formulations, product literature and other documentation relating to the Assets; (e) such existing contracts, files and other data and documents pertaining to the Assets as the Buyer may reasonably request; (f) a certificate of the Seller's President and such other documents evidencing satisfaction of the conditions specified in this Section 7 as the Buyer shall reasonably request; (g) a certificate of the Secretary of the Company, dated as Seller attesting to the incumbency of the Closing DateSeller's officers, in form respectively, and substance reasonably satisfactory to the Purchasers, (a) certifying authenticity of the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving authorizing the transactions contemplated by this the Agreement and the other Transaction Documents and the issuance organizational documents of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanySeller; (viih) the certificate referred Opinion of Seller's Counsel; (i) the Amendment of the Certificate of Incorporation of the Seller to in Section 5.1(g)discontinue the use of the name "Progress Graphics, Inc." and the Seller's undertaking to file any instruments as may be necessary with any governmental authority to change their corporate names and foreign qualifications; and (viiij) a certificate evidencing such other documents, instruments or certificates as the good standing Buyer may reasonably request in order to evidence the accuracy of the Company in Delaware issued Selling Parties' representations or compliance by the Secretary of State, as of a date within five Business Days of the Closing DateSeller with its covenants hereunder. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On At the Closing, Toshiba or the Toshiba Member (as applicable) shall execute and deliver, as applicable, to the Company the following documents, where the execution or delivery of documents is ** This portion has been redacted pursuant to a confidential treatment request. contemplated, and shall take or cause to be taken the following actions, where the taking of action is contemplated: (i) The Toshiba Initial Contribution paid to the Company by wire transfer of immediately available funds to an account of the Company specified in writing by the Company at least 5 Business Days prior to the Closing Date; (ii) The Amended and Restated Operating Agreement of the Company in the form of Exhibit B (the “Company LLC Agreement”), duly executed by Toshiba or the Toshiba Member (as applicable); (iii) A certificate, duly executed by authorized officer of Toshiba, certifying to the Company the truth as of the Closing of the representations and warranties of such entity as set forth in Article IV hereof; and (iv) Such other instruments and documents as are reasonably necessary to effect the transactions contemplated hereby to occur at Closing. (b) At the Closing, the Company shall issueexecute and deliver, deliver as applicable, to Toshiba the following documents, where the execution or delivery of documents is contemplated, and shall take or cause to be delivered to each Purchaser taken the following (actions, where the “Company Deliverables”):taking of action is contemplated: (i) this The Company LLC Agreement, duly executed by each member of the CompanyCompany that is an Affiliate of Genco; (ii) the Registration Rights AgreementA certificate, duly executed by authorized officer of the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser , certifying to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with Toshiba the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated truth as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary representations and warranties of the Company, dated such entity as of the Closing Date, set forth in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g)Article V hereof; and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars Such other instruments and in immediately available funds, in documents as are reasonably deemed necessary to effect the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchasertransactions contemplated hereby to occur at Closing.

Closing Deliveries. (a) On or prior to At the Closing, the Company QLI and/or Majority QLI Stockholder shall issue, deliver have delivered or cause caused to be delivered to each Purchaser QPC and QPC Stockholders the following (the “Company Deliverables”):following: (i) this Agreement, resolutions duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of QLI authorizing and approving the Company or Acquisition and the execution, delivery and performance of this Agreement, including without limitation, issuance of the QLI Shares to QPC Stockholders; (ii) a duly authorized committee thereof approving certificate of good standing for QLI from their respective jurisdictions of incorporation, dated not earlier than five days prior to the Closing Date; (iii) written resignations of all current officers and directors of QLI in office that will become effective immediately after the Closing, and board resolutions electing the following individuals to the positions with QLI listed opposite their names below immediately prior to the Closing: J▇▇▇▇▇▇ ▇▇▇▇▇ Chairman of the Board, Chief Executive Officer, Co-Founder and Director G▇▇▇▇▇ ▇. ▇▇▇▇▇ Chief Financial Officer, Chief Operating Officer, Co-Founder and Director I▇▇▇▇▇ ▇▇▇ Director R▇▇▇▇▇ ▇▇▇▇▇ Director M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Director (iv) all corporate records, agreements, seals and any other information reasonably requested by QPC’s representatives with respect to QLI, including without limitation, all books and records of QLI; (v) such other documents as QPC and/or QPC Stockholders may reasonably request in connection with the transactions contemplated by this Agreement and hereby; (vi) legal opinion of QLI counsel that the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyQLI Shares have been duly authorized; (vii) officer’s certificate that the certificate referred representations and warranties of QLI are true and correct as of the Closing and that all covenants required to in Section 5.1(g)be performed prior to the Closing have been performed; and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause stock certificates representing QLI Shares to be delivered pursuant to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, Agreement in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer amounts and names specified in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly Section 1.1 and validly executed by such Purchaser5.6 of this agreement.

Closing Deliveries. At the Closing: (a) On or prior the Shareholders will deliver to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this Agreementcertificates representing the Shares, duly endorsed (or accompanied by duly executed by the Companystock powers), for transfer to Buyer, free and clear of any Encumbrances; (ii) a certificate certified by a duly authorized officer of the Registration Rights AgreementCompany, duly executed setting forth the amount of Indebtedness owing by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed and the Persons to whom such amounts are to be paid at the Closing (the “Closing Payment Certificate”); (iii) resignations from each director and officer of the Company then in office; (iv) a copy of the Company’s articles of incorporation certified by the Secretary of State of the State of California within five (5) days prior to the Purchasers, and Closing Date; (v) a good standing certificate of the Company from the Secretary of State of the State of California dated within five (5) days prior to the Closing Date; (vi) a certificate of the secretary or an assistant secretary of the Company dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (A) there being no amendments to the Purchasersarticles of incorporation of the Company since the date of the certificate referred to in Section 1.4(a)(v) above; (B) the bylaws of the Company; and (C) the resolutions of the board of directors and Shareholders (which are in full force and effect on the Closing Date) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (vivii) a certificate of the Secretary Company, dated the Closing Date, executed by a duly-authorized officer of the Company, certifying the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement and such other documents relating to the transactions contemplated by this Agreement; (viii) a properly executed statement dated as of the Closing Date, in a form and substance reasonably satisfactory acceptable to Buyer, that meets the Purchasers, (a) certifying the resolutions adopted by the Board requirements of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and byTreasury Regulations Section 1.1445-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g2(b)(2); and (viiiix) a certificate such other documents as Buyer may reasonably request for the purpose of evidencing the good standing satisfaction of any action to be taken on the Closing Date referred to in Article 8 or otherwise facilitating the consummation or performance of any of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date.transactions contemplated hereby; (b) On or prior Buyer will deliver to each creditor to whom any Indebtedness is owing by the Company on the Closing Date, the payment in full of such Indebtedness in accordance with Section 1.2(b)(i); and (c) Buyer will deliver to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Shareholders: (i) this Agreement, duly executed by such Purchaserthe certificates representing the Buyer Shares; (ii) the Registration Rights Agreement, duly executed by such PurchaserClosing Cash Payment; (iii) its Subscription Amounta certificate of Buyer, dated the Closing Date, executed by a duly-authorized officer of Buyer, certifying the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement and such other documents relating to the transactions contemplated by this Agreement; (iv) a good standing certificate of Buyer from the Secretary of State of Delaware within five (5) days prior to the Closing Date; (v) the resolutions of the board of directors of Buyer (which are in U.S. dollars full force and in immediately available funds, in the amount indicated below such Purchaser’s name effect on the applicable signature page hereto by wire transfer in accordance with Closing Date) authorizing the Company’s written instructionsexecution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (ivvi) an Internal Revenue Service Form W-9 (such other documents as the Shareholders may reasonably request for the purpose of evidencing the satisfaction of any action to be taken on the Closing Date referred to in Article 8 or otherwise facilitating the consummation or performance of any successor form), duly and validly executed by such Purchaserof the transactions contemplated hereby.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) as the Company and such Purchaser agree, the Company shall cause the Transfer Agent to issue, in book-entry form the number of Common Shares specified on such Purchaser’s signature page hereto (or, if the Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature pages hereto, that such Purchaser will receive Stock Certificates for their Common Shares, then the Company shall instead instruct the Transfer Agent to issue such specified Stock Certificates registered in the name of such Purchaser); (iii) legal opinions of Company Counsel, dated as of the Closing Date and in the forms attached hereto as Exhibits B, executed by such counsel and addressed to the Purchasers and Placement Agent; (iv) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit C (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Shares, (b) certifying the current versions of the articles Articles of incorporation, as amended Incorporation and restated, and by-laws, as amended, Bylaws of the Company Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vi) wire instructions of the Company, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (vii) a certificate of the certificate referred Federal Reserve Bank of Cleveland to in Section 5.1(gthe effect that the Company is a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”); and; (viii) a certificate evidencing the of good standing of the Company in Delaware issued by the Secretary of State, as State of a date within five Business Days the State of West Virginia no earlier than 10 days prior to the Closing Date; and (ix) the Compliance Certificate referred to in Section 5.1(h). (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company Company, the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser;▇▇▇▇▇▇▇▇▇; and (iii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the Company in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On The Shareholder shall have delivered or prior to the Closing, the Company shall issue, deliver or cause caused to be delivered to the Purchaser each of the following, together with such additional items which the Purchaser may reasonably request to effect the following (the “Company Deliverables”):transactions contemplated herein: (i) this AgreementThe Shareholder shall have executed and delivered to Purchaser a certificate or certificates representing the Shares, duly executed by the Companyendorsed for transfer to Purchaser; (ii) A copy of the Registration Rights Agreementcorporate resolutions of the directors of the Shareholder authorizing the transactions contemplated herein and the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, together with an incumbency certificate with respect to the officers of the Shareholder executing documents or instruments on behalf of the Shareholder; (iii) The OREX Supply Agreement as duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserShareholder; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company CounselThe complete minute book, dated as of the Closing Date, addressed to the Purchasers, stock book and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf corporate seal of the Company; (v) Certificates of corporate existence or other similar certificates respecting the Company from the offices of the secretary of state of Pennsylvania and, to the extent in the Shareholder's possession, each jurisdiction set forth in Section 2.2 of the Disclosure Schedule verifying that the Company is validly existing in each such respective jurisdiction; (vi) Written currently effective resignations by all directors and officers of the Company and the Subsidiary in form reasonably satisfactory to Purchaser; (vii) A pay-off letter from The Chase Manhattan Bank ("Chase") providing for the certificate referred release of all financing statements and other liens on assets of the Company held by Chase in connection with the Closing in form reasonably satisfactory to Purchaser; (viii) Transfers in Section 5.1(g)compliance with applicable law of all stock of the Subsidiary not already owned of record by the Company so that at and after the Closing Purchaser or its designee shall own all of the stock of the Subsidiary; and (viiiix) a certificate evidencing the good standing The opinion of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior counsel to the Closing, each Purchaser shall deliver or cause to be delivered Shareholder in customary form to the Company effect that Shareholder is duly organized and validly existing, has the following (the “Purchaser Deliverables”): (i) authority to enter into and perform its obligations under this Agreement, and that this Agreement has been duly authorized, executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name delivered on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaserbehalf of Shareholder.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall requestcertificates, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares or as indicated otherwise set forth on such Purchaser’s signature page to this AgreementStock Certificate Questionnaire included as Exhibit B-2 hereto (the “Stock Certificates”); (viii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit C, executed by such counsel and addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (viiv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit D (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles of incorporation, as amended and restatedamended, and by-lawsbylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viivi) a certificate of the certificate referred Chief Executive Officer, President or Chief Financial Officer of the Company, in the form attached hereto as Exhibit E, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.1(a) and 5.1(b); and (viiivii) a certificate evidencing the good standing Certificate of Subsistence for the Company in Delaware issued by from the Secretary of State, State of the Commonwealth of Pennsylvania as of a date within five Business Days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) an Internal Revenue Service Form W-9 (or any successor form)a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , duly and validly executed by such Purchaserrespectively.

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 ClosingSeller shall deliver, the Company shall issue, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this a ▇▇▇▇ of sale, assignment and assumption agreement with respect to the Transferred Assets and the Assumed Liabilities in the form of Exhibit A (the “▇▇▇▇ of Sale, Assignment and Assumption Agreement”), duly executed by the CompanySeller; (ii) a FIRPTA affidavit, executed by Seller, stating, under penalty of perjury, Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the Registration Rights Agreementmeaning of Section 1445 of the Code (and any similar affidavit that may be required under state law); (iii) a lease of the real property located at Suite ▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇, duly 2112 Bienville Blvd., Ocean Springs, Mississippi (the “Mississippi Real Property”) in the form of Exhibit B, executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days landlord of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserMississippi Real Property; (iv) one or more Pre-Funded Warrants registered a certificate of good standing from the applicable jurisdiction of incorporation and each other jurisdiction in which Seller is required to be qualified to do business, each dated within ten Business Days prior to the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this AgreementClosing Date; (v) a legal opinion certificate of Company Counselthe Secretary of Seller certifying, dated as complete and accurate as of the Closing DateClosing, addressed attached copies of the articles of incorporation and bylaws of Seller, certifying and attaching all requisite resolutions or actions of Seller’s board of directors and the stockholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the Purchasersincumbency of the officers of Seller executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; and (vi) such other deeds, bills of sale, assignments, certificates of title, documents and dated the Closing Dateother instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form Buyer and substance reasonably satisfactory to the Purchasers, (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 and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing DateSeller. (b) On or prior to the Closing, each Purchaser Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Seller: (i) this Agreementthe Closing Cash Payment, duly executed by such Purchaser;payable as set forth in Section 1.5 above; and (ii) the Registration Rights Agreement, duly Note executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserBuyer.

Closing Deliveries. (a) On or prior to At the Closing, simultaneously with the Company shall issuepayment of the Purchase Price, deliver the Seller Parties are delivering or cause causing to be delivered to each Purchaser the following (Buyer the “Company Deliverables”):following: (i) this AgreementA ▇▇▇▇ of sale and assignment agreement conveying the Inventory, duly executed by Equipment, Improvements, Administrative Systems and Facilities, Supplies, and Books and Records, and all other assets to be transferred to the Company;Buyer hereunder which are in the nature of tangible or intangible personal property (the “▇▇▇▇ of Sale”). (ii) the Registration Rights Agreement, duly executed by the Company; Certificates of title to all motor vehicles transferred hereunder. (iii) one Assignments of the Licenses and Permits, or more stock certificates (if physical certificates are notice filings with respect to the assignment of the same, to the extent and in the form required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser;applicable Governmental Authority. (iv) one or more Pre-Funded Warrants registered in An assignment of the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Contracts (the “Assignment and Assumption Agreement”). (v) Documents, consents or notice filings as shall be required to assign or transfer the Buyer’s rights under all Licenses and Permits and the Assumed Contracts, including, but not limited to those consents and approvals set forth on Schedule 1.5(a)(v); provided that any landlord consents shall contain appropriate estoppel language. (vi) A new lease between Austin Chalk Petroleum Services, ▇▇▇▇ ▇▇▇▇ or an entity controlled by ▇▇▇▇ ▇▇▇▇ as the lessor and Buyer as lessee and an assignment of those leases described in 3.15(b). (vii) A certified copy of the Seller’s Articles of Incorporation and a legal opinion Certificate of Company CounselExistence Good Standing issued by the State of Texas and each other jurisdiction set forth on Schedule 3.1, dated as of no more than five (5) days prior to the Closing Date, addressed reflecting that the Seller is duly organized, validly existing and in good standing. (viii) A certificate from an officer of Seller, in a form mutually acceptable to the Purchasersparties hereto, certifying (i) the bylaws of the Seller, (ii) the resolutions of the Board of Directors and Shareholders of the Seller authorizing the transactions contemplated by this Agreement, and dated (iii) the Closing Dateincumbency and signatures of the officers of the Seller executing the transaction documents. (ix) Originals of all Assumed Contracts, Books and Records, and other data that (i) are included in the Assets or (ii) relate to or affect the Assets or are reasonably necessary for the continued conduct of the Business. (x) The employment agreements duly executed by ▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Employment Agreements”) in the form set forth in Exhibits A-1 and A-2 attached hereto. (xi) A legal opinion from counsel to the Buyer in form and substance reasonably satisfactory to Seller. (xii) A legal opinion from counsel to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, Seller in form and substance reasonably satisfactory acceptable to Buyer. (xiii) Such other documents, certificates and instruments reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, the Buyer is delivering or causing to be delivered contemporaneously with the execution hereof, to the PurchasersSeller the following: (i) The cash portion of the Purchase Price. (ii) The Notes (defined below). (iii) The ▇▇▇▇ of Sale. (iv) The Assignment and Assumption Agreement. (v) The Employment Agreements. (vi) A certified copy of the Buyer’s Certificate of Incorporation, and a Certificate of Existence Good Standing issued by the State of Texas, dated no more than five (5) days prior to the Closing Date, reflecting that the Buyer is duly organized, validly existing and in good standing. (vii) A certificate from an officer of the Buyer, in a form mutually acceptable to the parties hereto, certifying (i) the bylaws of the Buyer, (aii) certifying the resolutions adopted by of the Board of Directors of the Company or a duly authorized committee thereof approving Buyer authorizing the transactions contemplated by this Agreement Agreement, and (iii) the other Transaction Documents incumbency and the issuance signatures of the Securities, (b) certifying the current versions officers of the articles of incorporation, as amended and restated, and by-laws, as amended, of entity executing the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); andapplicable transaction documents. (viii) a certificate evidencing Such other documents, certificates and instruments reasonably necessary to consummate the good standing of the Company in Delaware issued transactions contemplated by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. At the Closing: (a1) On or prior The executed Plan of Merger (together with the articles of merger) satisfying the requirements of Colorado and Minnesota law shall be filed by ATTI and the Company with the Secretaries of State of Colorado and Minnesota. (2) The Shareholders will execute and deliver to Purchaser 395 shares of Purchaser Common Stock to Purchaser together with Stock powers exercised in blank. (3) Purchaser and/or ATTI shall deliver to the ClosingCompany and the Shareholders the following: (1) the certificates and other documents and instruments referred to in Article 8 hereof; (2) a true and complete copy of the Articles of Incorporation of each of Purchaser and ATTI, including all amendments thereto, as certified to by an appropriate governmental official; (3) a copy of the resolutions adopted by the Board of Directors of each of Purchaser and ATTI authorizing the execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated hereby, as certified to by the Secretary of Purchaser and ATTI, respectively; (4) an opinion of counsel for Purchaser and ATTI in substantially the form of Exhibit B --------- attached hereto; and (5) payment by ATTI of the amounts payable in respect of accrued vacation pay as described in Section 12.3 of this Agreement. (4) The Company and the Shareholders shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i1) this Agreementthe certificates and other documents and instruments referred to in Article 7 hereof; (2) A true and complete copy of the Articles of Incorporation of the Company, duly executed including all amendments thereto, as certified to by an appropriate governmental official, and a true and complete copy of the By-Laws of the Company, as certified to by the Secretary of the Company; (ii3) the Registration Rights AgreementA true and complete copy of each material contract, duly executed by the Company; (iii) one agreement, commitment or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaserplan described on any Schedule hereto; (iv4) one or more Pre-Funded Warrants registered in the name A copy of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving authorizing the transactions contemplated by execution and delivery of this Agreement and the other Transaction Documents and the issuance Plan of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of Merger by the Company and (c) certifying the consummation of the Merger and other transactions contemplated hereby, as certified to by the signatures and authority of persons signing the Transaction Documents and related documents on behalf Secretary of the Company; (vii5) The resignations of the certificate referred to directors and officers of the Company, effective as of the Closing Date; (6) an opinion of counsel for the Company and Shareholders in Section 5.1(g)substantially the form of Exhibit C attached hereto; (7) Noncompetition Agreements executed by Shareholders; and (viii) a certificate evidencing the good standing of the Company in Delaware issued 8) Employment letter agreements executed by the Secretary of State, as of a date within five Business Days of the Closing DateShareholders. (b9) On or prior Addendum to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly Stockholders Agreement executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserShareholders.

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) evidence of book entry of the Shares purchased by the Purchaser pursuant to this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreementor its nominee; (vii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit C, executed by such counsel and addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (viiii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit D, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Certificate of incorporation, as amended Incorporation and restated, and by-lawsbylaws, as amended, of the Company Company, (c) certifying the fulfillment of the conditions specified in Section 5.1, and (cd) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iv) a certificate, dated as of the Closing Date and signed by of the President and Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit E; (v) a Certificate of Good Standing of the Company from the Delaware Secretary of State as of a recent date; (vi) a certificate of the Federal Reserve Bank of Cleveland to the effect that the Company is a registered bank holding company under the BHCA; (vii) a certificate of the certificate referred to in Section 5.1(g); andOCC as of a recent date evidencing the corporate existence of the Bank; (viii) a certificate evidencing of the good standing 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 Designations relating to the Series C Preferred Stock of the Company filed with the Delaware Secretary of State in Delaware issued the form attached hereto as Exhibit G (the “Certificate of Designations”); and (x) with respect to Castle Creek, the VCOC Letter Agreement; and (xi) with respect to Castle Creek and each other Purchaser that purchases an aggregate of $1,000,000 or more of Shares pursuant to this Agreement, a registration rights agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), each duly executed by the Secretary of StateCompany, as of a date within five Business Days of the Closing DateCastle Creek and each such other Purchaser. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer in accordance with to the account provided by the Company’s written instructions; (ii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit B; (iii) with respect to Castle Creek, the VCOC Letter; and (iv) with respect to Castle Creek and each other Purchaser that purchases an Internal Revenue Service Form W-9 (aggregate of $1,000,000 or any successor form)more of Shares pursuant to this Agreement, duly and validly executed by such Purchaserthe Registration Rights Agreement.

Closing Deliveries. (a) On or At the Closing on the Closing Date, the Company shall deliver to Purchaser the following: (i) a B▇▇▇ of Sale covering the Purchased Assets in the form attached hereto as Exhibit A, duly executed by the Company (the “B▇▇▇ of Sale”); (ii) a domain name assignment agreement, in the form attached hereto as Exhibit B, duly executed by the Company (the “Domain Name Assignment”); (iii) a trademark assignment agreement and a patent assignment agreement, each sufficient for filing with the U.S. Patent and Trademark Office to record the transfer of the Intellectual Property Registrations owned by the Company, in the forms attached hereto as Exhibit C, each duly executed by the Company (collectively, the “Patent and Trademark Assignment”); (iv) an Assignment and Assumption Agreement in the form attached hereto as Exhibit D and relating to the Assumed Contracts, duly executed by the Company (the “Assignment and Assumption Agreement”); (v) to the extent Purchaser provides the Company with a list of designees prior to the Closing, evidence satisfactory to Purchaser that such Purchaser designees have been added as authorized signatories with respect to the Company’s bank accounts set forth on Schedule 2.1(g) pursuant to Section 5.4; (vi) evidence of all of the Company shall issueRequired Approvals; (vii) a certificate, deliver or cause to be delivered to dated as of the Closing Date and signed by a duly authorized officer of the Company, stating on behalf of the Company that each Purchaser of the following conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied; (viii) a certificate, dated as of the Closing Date and signed by the corporate secretary of the Company, certifying (i) copies of the Company’s organizational and governing documents; and (ii) copies of the resolutions duly adopted by the Company’s board of directors (the “Company DeliverablesBoard”): ), authorizing the execution, delivery and performance of this Agreement and the agreements listed in clauses (i) this Agreementto (iv) above and clause (xi) below; (ix) evidence, in a form reasonably acceptable to Purchaser, of the release of all Liens on the Purchased Assets, other than Permitted Liens; (x) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that the Company is not a foreign person within the meaning of Section 1445 of the Code duly executed by the Company; (iixi) the Registration Rights Indemnification Escrow Agreement, duly executed by the Company; and (xii) such other documents as Purchaser may reasonably request for the purpose of otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement. (b) At the Closing on the Closing Date, Purchaser shall deliver to the Company the following (except with respect to the deliverable described in clause (ii), which shall be delivered as described therein): (i) the Purchase Price Balance by wire transfer in immediately available funds to a single account in accordance with the written wire transfer instructions provided by the Company; (ii) an amount equal to the Indemnification Fund by wire transfer in immediately available funds to the Indemnification Escrow Account; (iii) one or more stock certificates (if physical certificates are required the B▇▇▇ of Sale, duly executed by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Domain Name Assignment, duly executed by Purchaser’s signature page to this Agreement; (v) a legal opinion of Company Counselthe Patent and Trademark Assignment, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasersduly executed by Purchaser; (vi) a certificate of the Secretary of the CompanyAssignment and Assumption Agreement, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (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 and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyPurchaser; (vii) the certificate referred to in Section 5.1(g)Indemnification Escrow Agreement, duly executed by Purchaser; and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of Statecertificate, dated as of a date within five Business Days of the Closing Date. (bDate and signed by a duly authorized officer of Purchaser, stating on behalf of Purchaser that each of the conditions set forth in Section 8.2(a) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (iand Section 8.2(b) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionshave been satisfied; and (ivix) an Internal Revenue Service Form W-9 a certificate, dated as of the Closing Date and signed by a the corporate secretary of Purchaser, certifying (or any successor form)i) copies of Purchaser’s organizational and governing documents; and (ii) copies of the resolutions duly adopted by Purchaser’s board of directors, duly authorizing the execution, delivery and validly executed by such Purchaserperformance of this Agreement and the agreements listed in clauses (ii) to (vii) above.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser Parent the following (the “Company Deliverables”):following: (i) this Agreementa duly completed and executed certification in the form provided for in Treasury Regulation section 1.1445-2(b)(2) from Wexford Equities and each holder of equity interests in the Related Entities, duly executed by certifying that each is not a foreign person; provided, however, that if any holder of Company LLC Interests or equity interests in the CompanyRelated Entities does not provide such a certification, Parent shall deduct and withhold a portion of any consideration payable to or with respect to such holder; (ii) a certificate of the Registration Rights Agreement, duly executed by secretary or an assistant secretary of the Company; Company certifying as to the Company Articles and the Operating Agreement of the Company and resolutions of the Managing Member of the Company approving the Merger and the other transactions contemplated hereby; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days a certificate of the Closing Date) allocated in such amounts secretary or an assistant secretary of Wexford Development and Wexford Finance, certifying as such Purchaser shall requestto the articles of organization and the operating agreement of Wexford Development and Wexford Finance, evidencing respectively, and resolutions of the Purchased Shares subscribed for by Purchaser hereunder, registered in Managing Member of Wexford Development and Wexford Finance approving the name of PurchaserRelated Entity Transfers and the other transactions contemplated hereby; (iv) one a certificate of the secretary or more Pre-Funded Warrants registered in an assistant secretary of Wexford Agent, certifying as to the name articles of such Purchaser to purchase up to a number incorporation and the bylaws of Underlying Shares as indicated on such Purchaser’s signature page to this AgreementWexford Agent, and resolutions of the board of directors and sole stockholder of Wexford Agent approving the Related Entity Transfers and the other transactions contemplated hereby; (v) a legal opinion of Company Counsel, dated as for each of the Closing Dateentities listed on Schedule II, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of StateState (or other similar and competent authority) of its state of formation and of such other applicable jurisdictions where the entity is qualified to do business (or, if so indicated on Schedule II for a particular entity, bringdown confirmation of good standing for such entity), in each case as of a recent date within five Business Days of prior to the Closing Date; and (vi) the other deliverables contemplated by Section 7.02. (b) On or prior to the ClosingClosing Date, each Purchaser Parent and Merger Sub shall deliver deliver, or cause to be delivered delivered, to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreementa certificate of the secretary of each of General Partner, duly executed by such PurchaserParent and Merger Sub certifying as to its articles of incorporation, certificate of limited partnership or articles of organization and bylaws, partnership agreement or operating agreement, as applicable, and resolutions of the board of directors of General Partner, as the General Partner of Parent, for itself and Parent as the direct or indirect owner of all of the limited liability company interests of Merger Sub as of the date hereof, approving the Merger, the Related Entity Transfers and the other transactions contemplated hereby; (ii) for each of General Partner, Parent and Merger Sub, a certificate of good standing from SDAT, in each case as of a recent date prior to the Registration Rights Agreement, duly executed by such Purchaser;Closing Date; and (iii) 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 other deliverables contemplated by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserSection 7.03.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, duly executed by a copy of the Company; ’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to (iiA) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if notthe Investor, then facsimile deliver, on an expedited basis, one or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original more stock certificates or (B) if physical certificates are not required by the Investor, make a book-entry record through the facilities of DTC, in each case free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof) and evidencing such number of Common Shares set forth on such Investor’s signature page to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunderthis Agreement, registered in the name of Purchasersuch Investor; (ivii) one or more Pre-Funded Warrants registered in duly executed Transfer Agent Instructions acknowledged by the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such PurchaserCompany’s signature page to this Agreementtransfer agent; (viii) a legal opinion of Company CounselCounsel and V▇▇▇▇▇▇ LLP, dated as the Company’s Maryland counsel, in the form of the Closing DateExhibits C-1 and C-2, addressed respectively, executed by such counsel and delivered to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the PurchasersInvestors; (viiv) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Shares, (b) certifying the current versions of the articles certificate of incorporation, as amended and restatedamended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viiiv) a certificate evidencing the good standing of the Company in Delaware issued by Chief Executive Officer or Chief Financial Officer of the Secretary of StateCompany, dated as of a date within five Business Days of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.2. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) purchase price set forth on such Investor’s signature page to this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, Agreement in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing to such Investor by the Company’s written instructions; andCompany for such purpose. (ivc) an Internal Revenue Service Form W-9 At the Closing, the Company and each Investor shall execute and deliver a contingent value rights agreement, substantially in the form of Exhibit D (or any successor form“Contingent Value Rights Agreement”), duly and validly executed by which shall provide that such PurchaserInvestor shall be issued a number of contingent value rights equal to the number of Common Shares issued to such Investor hereunder.

Closing Deliveries. (ai) On The Company shall have delivered to SPAC a certificate, dated the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.3(a), Section 7.3(b), and Section 7.3(c). (ii) The Company, Merger Sub I and Merger Sub II shall each have delivered to SPAC a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of its Organizational Documents as in effect as of the Closing Date (immediately prior to the ClosingFirst Effective Time), (B) the resolutions of its board of directors and shareholders, as applicable, authorizing and approving the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party or by which it is bound, and the consummation of the Transaction, and (C) the incumbency of its officers authorized to execute this Agreement or any Transaction Document to which it is a party or otherwise bound. (iii) The Company, Merger Sub I and Merger Sub II shall each have delivered to SPAC a good standing certificate (or similar documents applicable for its jurisdiction of organization) for each of the Company, Merger Sub I and Merger Sub II certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental Authority of the jurisdiction of organization of the Company, Merger Sub I or Merger Sub II. (iv) The Company shall issue, deliver or cause to be have delivered to each Purchaser evidence of the following (termination of the “Company Deliverables”): (i) this Agreement, Investor Rights Agreement duly executed by the Company;Company and each holder party thereto. (iiv) The Company shall have delivered written evidence reasonably acceptable to SPAC of the Company’s assumption of the obligations under the SPAC Indemnification Agreement. (vi) SPAC shall have received a copy of the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;each Company Shareholder party thereto. (vii) The Lockup Agreements with the certificate referred Company Shareholders set forth on Section 1.5 of the Company Disclosure Schedules, (including any other Lockup Agreements executed with Company Shareholders prior to the Closing) shall be in Section 5.1(g); andfull force and effect in accordance with the terms thereof as of the Closing. (viii) a certificate evidencing The Amended SPAC Registration Rights Agreement shall be in full force and effect in accordance with the good standing terms thereof as of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing DateClosing. (bix) On or prior to SPAC shall have received a copy of the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Assignment and Assumption Agreement, duly executed by such Purchaser;the Company. (iix) The Company shall have constituted the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer Post-Closing Board in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserSection 6.15.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) a copy of irrevocable transfer agent instructions, to be delivered to the Registration Rights AgreementTransfer Agent at the Closing, duly executed by instructing the Company; (iii) Transfer Agent to issued one or more stock certificates certificates, free and clear of all restrictive and other legends (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Dateexcept as provided in Section 4.1(b) allocated in such amounts as such Purchaser shall requesthereof), evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchasersuch Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (viii) a legal opinion of Company Counsel, dated as of in a form reasonably acceptable to the Closing DatePlacement Agents and counsel to the Placement Agents, executed by such counsel and addressed to the Purchasers, Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the PurchasersPlacement Agents; (viiv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the CompanyCompany (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended and restated, and by-laws, as amended, laws of the Company Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viivi) the certificate Compliance Certificate referred to in Section 5.1(g5.1(h); and; (viiivii) a certificate evidencing the formation and good standing of the Company in Delaware the State of Nevada issued by the Secretary of State, State (or comparable office) as of a date within five Business Days 10 days of the Closing Date; (viii) a certified copy of the Company’s Articles of Incorporation, including the Amendment, as certified by the Secretary of State of the State of Nevada within ten (10) days of the Closing Date; and (ix) copies of (i) the audited balance sheets of the Company as of September 30, 2007 and 2006 and the related audited statements of income, stockholders equity and cash flow for each of the twelve months then ended (the “Audited Company Statements”); and (ii) the final version of the Interim Company Statements (as such term is defined in Section 3.1(i). (b) within three (3) Business Days following the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following : (i) in accordance with the transfer agent instructions contemplated by Section 2.2(a)(ii), one or more stock certificates, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof), evidencing the Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto; and (ii) 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 C-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 50.0% of the number of Shares issuable to such Purchaser pursuant to Section 2.2(a)(ii), rounded up to the nearest whole share, on the terms set forth therein; (c) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, 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 set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing by the Company’s written instructionsCompany for such purpose, as set forth on Exhibit D attached hereto; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (ivv) an Internal Revenue Service Form W-9 (or any successor form)a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2, duly and validly executed by such Purchaserrespectively.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days two Business Days of the Closing Date) allocated in such amounts as such Purchaser shall request), evidencing the Purchased Preferred Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; such Purchaser or as otherwise set forth on the Stock Certificate Questionnaire (ivthe “Stock Certificates”) one or more Pre(or, if the Company and such Purchaser agree, the Company shall cause to be made a book-Funded Warrants entry record through the facilities of DTC representing the Preferred Shares registered in the name of such Purchaser to purchase up to a number of Underlying Shares or as indicated otherwise set forth on such Purchaser’s signature page to this Agreementthe Stock Certificate Questionnaire); (viii) a legal opinion of Company Counsel, dated as of the Closing DateDate and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (viiv) the Registration Rights Agreement, duly executed by the Company; and (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles Articles of incorporationIncorporation, as amended and restatedamended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;; and (viivi) the compliance certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) an Internal Revenue Service Form W-9 (or any successor form)a fully completed and duly executed Accredited Investor Questionnaire, duly reasonably satisfactory to the Company, and validly executed by such PurchaserStock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2, respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company, HIG Seller, and the Representative (as applicable) shall deliver to Buyer each of the following: (i) Stock certificates representing the HIG Holdco Shares and executed stock powers transferring the HIG Holdco Shares to Buyer; (ii) a certificate of the Company shall issuedated as of the Closing Date in the form attached hereto as Exhibit D, deliver or cause stating that the conditions specified in Sections 9.01 and 9.02, with respect to be delivered to each Purchaser the following Company, have been satisfied (the “Company DeliverablesClosing Certificate”):); (iiii) a certificate of HIG Seller dated as of the Closing Date in the form attached hereto as Exhibit E, stating that the conditions specified in Sections 9.01 and 9.02, with respect to HIG Seller, have been satisfied (the “HIG Seller Closing Certificate”); (iv) certificates from HIG Holdco stating that such entity is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code and from the Company stating that such entity is not an entity described in Treasury Regulation Section 1.1445-11T(b); (v) a copy of the certificates of formation (or other similar charter documents) of HIG Holdco, the Company, and all of its Subsidiaries, certified by the Secretary of State of Delaware (or other jurisdiction of formation) and a certificate of good standing of the Company from Delaware (or other jurisdiction of formation) dated within ten (10) days of the Closing Date; (vi) certified copies of the resolutions or written consent duly adopted by the Company’s board of managers and equity holders of HIG Seller, HIG Holdco and the Company authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (vii) certified copies of the Operating Agreement and all other organization documents of HIG Holdco and the Company; (viii) the Escrow Agreement, duly executed by the CompanyRepresentative and the Escrow Agent; (ix) the Payoff Letters; (x) Letters of Transmittal that have been executed by Designated Unitholders that, when combined with the HIG Holdco Company Units, represent in the aggregate at least ninety-four and one-half percent (94.5%) of the outstanding Class A Units in the aggregate; (xi) the HIG Termination Agreement, duly executed by each of the parties thereto; (xii) written evidence terminating, in each case, as a contribution to the capital of ▇▇▇▇ Acquisition, Inc. (A) that certain Subordinated Intercompany Promissory Note, dated February 24, 2015, payable by ▇▇▇▇ Acquisitions, Inc., a Delaware corporation to ▇▇▇▇▇▇▇▇ Gypsum, LLC, an Oklahoma limited liability company (including all obligations and rights thereunder), and (B) that certain Subordinated Intercompany Promissory Note, dated August 5, 2015, payable by ▇▇▇▇ Acquisitions, Inc., a Delaware corporation to ▇▇▇▇▇▇▇▇ Gypsum, LLC, an Oklahoma limited liability company (including all obligations and rights thereunder); (xiii) resignations from the Persons listed on Schedule 3.03(a)(xiii) as a manager, member of the board of managers, director or officer, as applicable, of HIG Holdco, the Company and its Subsidiaries, each in the form attached hereto as Exhibit F; and (xiv) an invoice or other written statement from each of the Persons to whom Transaction Expenses are owed (but only with respect to the Persons contemplated by clauses (a) and (b) of the definition Transaction Expenses) setting forth the total amounts owed to such Persons as of the Closing. (b) At the Closing, Buyer and Merger Sub shall each deliver to the Representative each of the following: (i) certified copies of the resolutions or written consent duly adopted by the manager or board of managers or directors (or its equivalent governing body) and equity holders (if necessary for approval) of Buyer and Merger Sub authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, certificate dated as of the Closing Date, addressed to Date in substantially the Purchasers, and dated form attached hereto as Exhibit G stating that the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to conditions specified in Section 5.1(g10.01 and 10.02 have been satisfied (the “Buyer Closing Certificate”); and (viiiiii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, Escrow Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserBuyer.

Closing Deliveries. (a) On or prior to the ClosingThe Company will deliver, the Company shall issue, deliver or cause to be delivered delivered, to each Purchaser the following (Investor on the “Company Deliverables”):Closing Date: (i) a copy of the Amended and Restated Certificate of Incorporation, certified as of the date of the Closing by the Secretary of State of the State of Delaware; (ii) a copy of the Amended and Restated Bylaws, duly adopted by the Board of Directors; (iii) a certificate or certificates representing the Common Shares to be issued to the Investor and/or one or more Affiliates of the Investor at the Closing hereunder; (iv) evidence reasonably acceptable to the Investor of the constitution of the Board of Directors (effective as of the Closing) as provided in Section 6.10 hereof; (v) good standing certificates (or equivalents thereof) for each of the Company and the Partnership, each issued by the Secretary of State of the State of Delaware and of such other applicable jurisdictions where the Company or the Partnership, as applicable, is qualified or licensed to do business or own, lease or operate property making such qualification or licensing necessary, and dated as of a date within three (3) Business Days prior to the Closing Date; (vi) the certificate required to be delivered pursuant to Section 7.3(c) hereof; (vii) an executed cross-receipt for the Cash Amount, the Investor Notes and the Investor Waiver; (viii) a certified copy of the Confirmation Order; (ix) a certified copy of the docket in the Bankruptcy Case evidencing that, as of the Closing Date, the Confirmation Order has not been stayed, revised or vacated, or modified in a manner which is inconsistent with the terms of this Agreement; (x) evidence reasonably acceptable to the Investor of the issuance of the Partnership Interests to be issued to the Investor and/or one or more Affiliates of the Investor at the Closing hereunder; (xi) a counterpart of the Services Agreement, duly executed by the Company, the Partnership and ▇▇▇▇▇ Atlantic City Associates, a New Jersey general partnership; (xii) an executed assignment of the Existing Trademark License Agreement to the Partnership and a counterpart of the Amended Trademark License Agreement, duly executed by the Company and the Partnership; (xiii) a counterpart of the Amended Exchange Rights Agreement, duly executed by the Company, the Partnership and each other party thereto (other than the Investor and TCI); (xiv) a counterpart of the Amended Partnership Agreement, duly executed by the Company, the Partnership and Merger Sub; (xv) a counterpart of the Right of First Offer Agreement, duly executed by the Company and the Partnership; (xvi) a counterpart of the Voting Agreement, duly executed by the Company; (xvii) a counterpart of the Warrant, duly executed by the Company; (xviii) a counterpart of the Miss Universe Assignment Agreement, duly executed by the Partnership; (xix) a counterpart of the World’s Fair Assignment Agreement, duly executed by TPA, the Company and the Partnership; (xx) an executed assignment of the Existing Trademark Security Agreement to the Partnership and a counterpart of the Amended Trademark Security Agreement, duly executed by the Partnership; (xxi) a table (the “Capitalization Table”) containing the complete pro forma capitalization of the Company and the Partnership at the Closing (after giving effect thereto), which Capitalization Table shall be consistent with the Term Sheet; and (xxii) such other previously undelivered documents reasonably requested by the Investor to be delivered by the Company and/or the Partnership to the Investor at or prior to the Closing in connection with this Agreement or the other Transaction Documents to which the Company or the Partnership is a party. (b) The Investor will deliver, or cause to be delivered, to the Company (for itself and, as applicable, on behalf of the Partnership) on the Closing Date: (i) the Cash Amount, the Investor Notes and the Investor Waiver in accordance with Section 2.3(b) hereof; (ii) the Registration certificate required to be delivered pursuant to Section 7.2(c) hereof; (iii) an executed cross receipt with respect to the Common Shares, Partnership Interests and Warrant to be issued to the Investor and/or one or more Affiliates of the Investor (as applicable) at the Closing hereunder; (iv) a counterpart of the Services Agreement, duly executed by the Investor; (v) a counterpart of the Amended Trademark License Agreement, duly executed by the Investor; (vi) a counterpart of the Amended Exchange Rights Agreement, duly executed by the Company; Investor and TCI (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated extent that the Closing Date, in form and substance reasonably satisfactory to Investor is then the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companysole shareholder thereof); (vii) a counterpart of the certificate referred Amended Partnership Agreement, duly executed by the Investor and TCI (to in Section 5.1(gthe extent that the Investor is then the sole shareholder thereof); and; (viii) a certificate evidencing the good standing counterpart of the Company in Delaware issued by the Secretary Right of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this First Offer Agreement, duly executed by such Purchaserthe ▇▇▇▇▇ Organization; (iiix) a counterpart of the Registration Rights Voting Agreement, duly executed by such Purchaserthe Investor and/or any of the Investor’s controlled Affiliates that are parties thereto; (iiix) its Subscription Amounta counterpart of the Miss Universe Assignment Agreement, in U.S. dollars duly executed by the Investor and in immediately available fundsTPI; (xi) a counterpart of the World’s Fair Assignment Agreement, in duly executed by the amount indicated below such PurchaserInvestor and/or any of the Investor’s name on controlled Affiliates that are parties thereto; (xii) a counterpart of the applicable signature page hereto Amended Trademark Security Agreement, duly executed by wire transfer in accordance with the Company’s written instructionsInvestor; and (ivxiii) an Internal Revenue Service Form W-9 (such other previously undelivered documents reasonably requested by the Company to be delivered by the Investor to the Company at or any successor form), duly and validly executed by such Purchaserprior to the Closing in connection with this Agreement or the other Transaction Documents to which the Investor is a party.

Closing Deliveries. (a) On Parent shall have received at or prior to the ClosingClosing such documents, the Company shall issueinstruments or certificates as Parent may reasonably request including, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):without limitation: (ia) this Agreement, duly executed by certificates of the Company’s officers in customary form with respect to the satisfaction of the conditions specified in this Section 7; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vib) a certificate of the Secretary of the Company attesting to the incumbency of the Company’s officers, the authenticity of the Stockholders’ Approvals and the resolutions authorizing the Contemplated Transactions; (c) a certificate, duly executed by the Secretary or Assistant Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchaserseffect that attached thereto is a true and complete copy of the (A) applicable Organizational Documents for each of the Company and each Subsidiary, (aB) certifying certificate of good standing or similar instrument for each of the Company and each Subsidiary from the jurisdiction of such entity’s incorporation, (C) resolutions adopted by of the Board of Directors of the Company or a duly authorized committee thereof approving and authorizing the transactions contemplated by execution, delivery, and performance of this Agreement and Agreement, the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restatedContemplated Transactions, and by-lawsrecommending this Agreement, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents the Contemplated Transactions, to the Stockholders for their approval; and (D) resolutions of the Board of Directors of the Company (1) terminating the Company’s 401(k) plan, if requested by Buyer or Parent prior to Closing, and terminating any deferred stock plan, and other equity-based compensation plans in compliance with Code Section 409A, to the extent applicable, with such termination, contingent upon the consummation of the Acquisition, to be effective before the Closing Date (the “Terminated Plans”), (2) providing that no contributions shall be made to the Terminated Plans after the termination date except for (i) contributions that have been accrued on behalf of the plan participants prior to the termination date; (ii) contributions made on behalf of the plan participants that are based on service performed prior to the termination date; (iii) any corrective contributions necessary to effectuate the plan termination; or (iv) repayments for loans issued prior to the termination date, (3) if appropriate under applicable Law or the terms of the Terminated Plans, directing the Company’s legal counsel to apply for a determination letter from the IRS with respect to the termination of the Terminated Plan, and (4) terminating or transferring any life insurance policies procured by the Company for its benefit on the lives of any Stockholders or any directors or officers of the Company, together with any agreements to provide any such life insurance policies at the expense of the Company; (viid) as and to the extent requested by Parent in writing no later than five (5) Business Days before the Closing, resignation letters from the directors and officers of the Company and each Subsidiary, effective as of the Closing; (e) the certificate referred stock record book, minute book and seal (if any) of each of the Company and each Subsidiary (such delivery shall be deemed to have occurred if the stock record book, minute book and seal (if any) of the Company or a subsidiary are located on the premises of the Company or at the offices of counsel to the Company or to such Subsidiary); (f) evidence of the payment of the Company Fees and Expenses and Indebtedness, as provided in Section 5.1(g1.6(f), including the Payoff Letters, which letters provide for the release of all Liens relating to such repaid Indebtedness immediately upon satisfaction of the terms contained in the Payoff Letters; (g) a statement, in a form reasonably satisfactory to Buyer, issued by the Company pursuant to sections 1.1445-2(c)(3) and 1.897-2(h) of the Treasury Regulations, certifying that the capital stock of the Company is not a U.S. real property interest; (h) delivery of all Option Cancellation and Payment Acknowledgments and Warrant Cancellation and Payment Acknowledgments; (i) delivery of the Share Conversion Consent; (j) copy of the Non-Compete Agreement duly executed and delivered by each the parties listed on Schedule 7.6(j); (k) copy of the Non-Solicitation Agreement duly executed and delivered by each of the parties listed on Schedule 7.6(k); (l) copy of the Modified Non-Compete Agreement duly executed and delivered by each of the parties listed on Schedule 7.6(l); (m) the Key Employee Agreements duly executed and delivered by the employees of the Company and its Subsidiaries set forth on Schedule 7.6(m); (n) the Release executed by the Investors and the Principal Stockholders; (o) evidence, in form reasonably acceptable to Parent, of receipt of all required Consents set forth in Schedule 7.6(o); (p) the Closing Statement, executed by the Sellers’ Representative; (q) a copy of the Escrow Agreement duly executed and delivered by the Escrow Agent and Sellers’ Representative; (r) evidence, in form reasonably acceptable to Parent, that all financial obligations (other than those set forth on Schedule 7.6(r)) owed to any of the Company or any Subsidiary by any Stockholder or any Affiliate, director, or officer of the Company have been paid in full prior to Closing; and (viiis) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amountevidence, in U.S. dollars and in immediately available fundsform reasonably acceptable to Parent, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with of the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaserarrangement to purchase the Required Tail Coverage.

Closing Deliveries. (a) On The Buyer shall have received at or prior to the ClosingClosing such documents, instruments or certificates as the Company shall issueBuyer may reasonably request including, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):without limitation: (ia) this Agreement, duly executed by the Companystock certificates representing the Shares; (iib) the Registration Rights Agreement, duly executed by such certificates of the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days 's officers and directors and of the Closing Date) allocated Stockholders and such other documents evidencing satisfaction of the conditions specified in such amounts this Section 8 as such Purchaser the Buyer shall reasonably request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (vc) a legal opinion of Company Counsel, dated as certified copy of the Closing Date, addressed commercial registry (tokibo-tohon) of the Company issued by the Japanese Legal Affairs Bureau as to the Purchasers, legal existence of the Company in Japan and dated certificates of the Closing Date, in form and substance reasonably satisfactory appropriate governmental agency as to the Purchaserslegal existence and good standing (if applicable) of each of the Subsidiaries in their respective jurisdictions of organization; (vid) a certificate certificates of an authorized director of the Secretary Company attesting to the incumbency of the Company's officers, dated as the authenticity of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving authorizing the transactions contemplated by this Agreement (an executed original of such resolutions to be attached to such certificate), and the authenticity and continuing validity of the Articles of Incorporation delivered pursuant to Section 3.1; (e) where required by the applicable Lease, estoppel certificates from each lessor from whom the Company or any Subsidiary leases real or personal property consenting to the acquisition of the Shares by the Buyer and the other Transaction Documents transactions contemplated hereby, and representing that there are no outstanding claims against the Company or such Subsidiary under such Lease; (f) where required by the applicable Lease, estoppel certificates from each tenant to whom the Company or any Subsidiary leases real property consenting to the acquisition of the Shares by the Buyer and the issuance other transactions contemplated hereby, and representing that there are no outstanding claims against the Company or such Subsidiary under such Lease; (g) certificates of appropriate governmental officials in each jurisdiction (other than Japan) in which the Company or any Subsidiary is required to qualify to do business as a foreign corporation as to the due qualification and good standing (including tax) of the SecuritiesCompany or Subsidiary, as the case may be; (bh) certifying the current versions written resignation of the articles Company's statutory auditor, effective upon the Closing; (i) the written resignation of incorporationeach non-employee officer and director of the Company or a Subsidiary as the Buyer, as amended and restatedon or prior to December 20, and by-laws2001, as amended, shall have requested the Company or the Stockholders to obtain; (j) the original corporate minute books of the Company and all corporate seals; (ck) certifying as to a cross receipt executed by the signatures and authority Stockholders; (l) stock certificates representing the Minority Shares being sold by the Selling Minority Stockholders, which together with the Shares, will equal 97.1% or more of persons signing all the Transaction Documents and related documents on behalf outstanding shares of capital stock of the Company; (vii) the certificate referred to in Section 5.1(g); and (viiim) a certificate evidencing the good standing of the Company in Delaware issued Minority Stock Purchase Agreements, executed by the Secretary of StateSelling Minority Stockholders, as of a date within five Business Days of the Closing Date. (b) On and any certificates, documents or prior to the Closing, each Purchaser shall deliver or cause other papers required to be delivered to by the Company Selling Minority Stockholders at the following (closing of 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. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserMinority Stock Purchase Agreements.

Closing Deliveries. (a) On At the Closing: (i) the Corporation shall deliver to the Investor one or prior more certificates representing the Purchased Shares, free and clear of all Liens, registered in the name of the Investor (or as directed in writing by the Investor) in the Corporation's records; (ii) the Corporation shall deliver to the Investor one or more warrant certificates, substantially in the form attached hereto as Exhibit D-1, representing the Series 1 Warrants, free and clear of all Liens, and one or more warrant certificates, substantially in the form attached hereto as Exhibit D-2, representing the Series 2 Warrants, free and clear of all Liens; and (iii) the Investor shall pay to the Corporation (or as it may otherwise direct) the Aggregate Purchase Price by certified cheque, bank draft or wire transfer of immediately available funds. (b) At the Closing, the Company Corporation shall issue, also deliver or cause to be delivered to the Investor each Purchaser of the following (following, together with such other documents as the “Company Deliverables”):Investor may reasonably require: (i) this Agreement, duly executed a certificate of compliance issued by Industry Canada dated the Closing Date with respect to the legal existence and good standing of the Corporation under the laws of Canada and a similar certificate for each Material Subsidiary (other than Mitel Networks Limited) dated not more then three Business Days prior to the Closing Date issued by the Companyappropriate authorities with respect to its legal existence and good standing under the laws of its respective jurisdiction; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary Corporation's President or another authorized senior officer of the CompanyCorporation, not in his personal capacity, dated as of the Closing Date, in form and substance reasonably satisfactory to the PurchasersInvestor, certifying: (aA) certifying the resolutions adopted by the Board of Directors an attached true and complete copy of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement Corporation's articles of incorporation together with all amendments thereto; (B) an attached true and the other Transaction Documents and the issuance complete copy of the Securities, (b) certifying the Corporation's current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, ; (C) an attached true and complete copy of the Company resolutions of the Corporation's board of directors and, if necessary, shareholders, respectively, with respect to the transactions hereby contemplated or otherwise to be effected at the Closing; and (cD) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf incumbency of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such PurchaserCorporation's officers; (iii) its Subscription Amounta certificate of the Corporation's President or another authorized senior officer of the Corporation, not in his personal capacity, in U.S. dollars a form reasonably satisfactory to the Investor, certifying for and in immediately available fundson behalf of the Corporation that the Corporation has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Time of Closing on the Closing Date; (iv) a written legal opinion of Osler, ▇▇▇▇▇▇ & Harcourt LLP dated the Closing Date and substantially in the amount indicated below such Purchaser’s name on the applicable signature page form attached hereto by wire transfer in accordance with the Company’s written instructionsas Exhibit E; and (ivv) an Internal Revenue Service Form W-9 payment of the amounts contemplated in Sections 8.1 (Lead Work Fee) and 8.2(a) (Expenses) to EdgeStone or any successor formas EdgeStone may direct in writing (which payment may be satisfied by the Corporation by the delivery of a written direction to the Investor, as contemplated in Section 2.4(a)(iii), duly and validly executed by to pay such Purchaseramounts out of the Aggregate Purchase Price).

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel that the Registration Rights AgreementShares, duly executed by Conversion Shares and Warrant Shares, when sold and issued in accordance with this Agreement (and in accordance with the Company; Certificate of Designation in the case of the Shares and Conversion Shares and in accordance with the Warrants in the case of the Warrant Shares), will be validly issued, fully paid, and nonassessable; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days a copy of the Closing Date) allocated irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a number of Shares, which shall be in either certificated or book-entry form, equal to such amounts as such Purchaser shall request, evidencing Purchaser’s Subscription Amount set forth in Schedule I hereto divided by the Purchased Shares subscribed for by Purchaser hereunderConversion Price, registered in the name of such Purchaser; (iv) one or more Pre-Funded Warrants a Warrant registered in the name of such Purchaser to purchase up to a number shares of Underlying Shares as indicated on Common Stock equal to one hundred percent (100%) of the amount of such Purchaser’s signature page Conversion Shares set forth in Schedule I hereto, with an exercise price equal to this Agreement$1.15 (such Warrants may be delivered within three Trading Days of the Closing Date). (v) a legal opinion of Company Counselcompliance certificate, dated as of executed by the Closing Date, addressed to the Purchasers, Chief Executive Officer and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary Chief Financial Officer of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchaserseffect that the conditions specified in subsections (i), (aii), and (iv) of Section 2.3(b) have been satisfied; (vi) a certificate of the Company’s Secretary certifying as to (A) the Company’s certificate of incorporation (including the Certificate of Designation) and bylaws, (B) the resolutions adopted by of the Board of Directors approving this Agreement, the Certificate of the Company or a duly authorized committee thereof approving Designation and the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restatedhereby, and by-laws, as amended, of (C) good standing certificates with respect to the Company from the applicable authority(ies) in Delaware and (c) certifying as any other jurisdiction in which the Company is qualified to do business, dated a recent date before the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;Closing; and (vii) such other information, certificates and documents as the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing DatePurchasers may reasonably request. (b) On or prior to the ClosingClosing Date, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, Agreement duly executed by such Purchaser;; and (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its ’s Subscription Amount, as set forth in U.S. dollars and in immediately available fundsSchedule I hereto, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the account specified in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaserthis Agreement.

Closing Deliveries. (a) On or prior to At the Closing, Target or the Company shall issuePrincipal, deliver as applicable, will deliver, or cause to be delivered delivered, to each Purchaser Purchaser, the following (the “Company Deliverables”):following: (i) this Agreementa closing statement (the “Closing Statement”) containing (1) the consolidated balance sheet of Target as of 11:59 p.m. on the day prior to the Closing Date (without giving effect to any of the Transactions), duly executed by the Company(2) Target’s Net Working Capital, (3) Target Cash, and (4) Transaction Expenses; (ii) a certificate of good standing for Target issued by Target’s legal jurisidiction of formation and place of principal operation, and a certificate of compliance pertaining to any Permits held by Target, each to be dated within three (3) Business Days prior to the Registration Rights Agreement, duly executed by the Company; Closing Date; (iii) one or more stock certificates a certificate, validly executed by an authorized officer of Target, certifying that (if physical certificates are required A) the resolutions, as attached to such certificate, were duly adopted by Purchaser to be held immediately prior to Closing; if notthe board of directors and Principal of Target, then facsimile or “.pdf” copies as applicable, authorizing and approving the execution of such certificates shall suffice for purposes of Closing with this Agreement and the original stock certificates to be delivered within 30 calendar days consummation of the Closing DateTransactions, and that such resolutions remain in full force and effect, (B) allocated the Charter Documents attached to such certificate are true and correct, and include all amendments thereto, (C) Target has not experienced a Material Adverse Effect since its organization or formation, (D) the representations and warranties of Target in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated Agreement are true and correct as of the Closing Date, addressed (E) all actions and obligations to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated be performed by Target under this Agreement have been performed as of the Closing Date, in form and substance reasonably satisfactory to (F) the Purchasers, (a) certifying the resolutions adopted by the Board of Directors Disclosure Schedule is true and accurate as of the Company Closing Date; (iv) copies reasonably acceptable to Purchaser of all consents, approvals and notices required to be obtained or made to consummate the Transactions; (v) payoff letters or final invoices in a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance form reasonably acceptable to Purchaser from each of the Securities, (b) certifying the current versions parties to which any of the articles of incorporationTransaction Expenses are payable; (vi) executed documents reasonably acceptable to Purchaser to allow Target, effective as amended and restated, and by-laws, as amended, of the Company and (c) certifying as Closing, to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companytransfer all Target bank account authorizations to representatives designated by Purchaser; (vii) the certificate referred to in Section 5.1(g)minute books and all other books and records of Target and any of its Subsidiaries; and (viii) a certificate evidencing all other certificates, instruments and other documents reasonably requested by Purchaser to complete the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing DateTransactions. (b) On or prior to At the Closing, each Purchaser shall deliver will deliver, or cause to be delivered delivered, to the Company Principal, the following (the “Purchaser Deliverables”):following: (i) this Agreement, duly the executed by such Purchaser;Promissory Note; and (ii) all other certificates, instruments and other documents reasonably requested by the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in Representative to complete the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such PurchaserTransactions.

Closing Deliveries. (a) On or prior In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall Sellers will deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Buyer: (i) this Agreement, (A) stock certificates representing all of the Shares with duly executed by stock powers attached in proper form for transfer to the Buyer and (B) such Purchaserother instruments of transfer and conveyance as may be reasonably required to transfer the Shares; (ii) the Registration Rights an Escrow Agreement, duly by and among the Buyer, the Sellers’ Representative and ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”), in the form of Exhibit 2.4(a)(ii) (the “Escrow Agreement”), executed by such Purchaserthe Sellers’ Representative and the Escrow Agent; (iii) its Subscription Amountletters of resignation, in U.S. dollars effective as of the Closing Date, executed by each of the Board Members; (iv) all of the Consents listed on Schedule 2.4(a)(iv); (v) the original Company Books and Records and stock record books and ledgers of each of the Companies; (vi) a good standing certificate (or equivalent document) dated within five Business Days of the Closing for each of the Companies issued by the secretary of state of such Company’s jurisdiction of incorporation and in each state in which such Company is qualified to do business as a foreign corporation (provided that for MPC Europe, such certificate shall be dated within fourteen (14) Business Days of the Closing); (vii) a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code and Treasury Regulation Section 1.1445-2(b), executed by each of the Techni-Core Shareholders and reasonably satisfactory to the Buyer and a statement provided by MPC to Buyer in accordance with Treasury Regulation Section 1.1445-2(c)(3) certifying under penalties of perjury that the MPC Shares are not United States real property interests, and the notice required under Treasury Regulation Section 1.897-2(h)(2), prepared and executed under penalties of perjury by MPC; (viii) certificates of MPC, Techni-Core and the Non-Natural Person Sellers certifying, as complete and accurate as of the Closing, attached copies of the Organizational Documents of each such entity, certifying and attaching all requisite resolutions or actions of the boards of directors, managers, trustees or others with similar authority of each such entity approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying the incumbency and signatures of the officers or representatives of each such entity executing this Agreement and the Ancillary Agreements; (ix) the Real Property Leases, incorporating the terms set forth on Exhibit 2.4(a)(ix) pertaining to the lease of the Affiliate-Owned Real Property, duly executed by each Affiliate Landlord and MPC (the “Affiliate Leases”); (x) releases in the form attached as Exhibit 2.5(a)(x) executed by each of the Sellers; (xi) opinions of counsel of Sellers or the applicable Non-Natural Person Sellers regarding the authority of certain trustees to bind respective Non-Natural Person Sellers to perform the obligations of such Non-Natural Person Sellers with respect to the Contemplated Transactions and the law applicable to such Non-Natural Person Sellers, as requested by and in a form reasonably satisfactory to Buyer; (xii) personal guarantees of certain settlors of Non-Natural Person Sellers with respect to the obligations of their revocable trusts, as requested by and in a form reasonably satisfactory to Buyer; (xiii) certificates of certain trustees with respect to certain Non-Natural Person Sellers setting forth the authority of the applicable trustee, as requested by and in a form reasonably satisfactory to Buyer; and (xiv) such other documents and instruments as the Buyer shall reasonably request to consummate the Contemplated Transactions. (b) In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, the Buyer will deliver or cause to be delivered to: (i) to the Sellers’ Representative by wire transfer of immediately available funds, to an account specified by the Sellers’ Representative no later than two Business Days before the Closing, the Closing Payment adjusted upward or downward in accordance with Section 2.5(a), minus the amount indicated below such Purchaser’s name on Escrow Amount; (ii) to the applicable signature page hereto Escrow Agent by wire transfer in accordance with of immediately available funds, the CompanyEscrow Amount; (iii) to the Sellers’ Representative and the Escrow Agent, the Escrow Agreement, executed by the Buyer. (iv) to the Sellers’ Representative, a certificate of the Buyer certifying, as complete and accurate as of the Closing, the Buyer’s written instructionsOrganizational Documents, attaching all requisite resolutions or actions of the Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying the incumbency and signatures of the officers executing this Agreement and the Ancillary Agreements; (v) to the Sellers’ Representative, a letter setting forth the obligation to make the Employee Transaction Payments; and (ivvi) an Internal Revenue Service Form W-9 to the Sellers’ Representative, such other documents and instruments as the Sellers’ Representative shall reasonably request to consummate the Contemplated Transactions. (or any successor form), duly and validly executed by such Purchaserc) The Buyer’s delivery of the amounts set forth in Section 2.4(b) will constitute payment in full for the Shares.

Closing Deliveries. At the Closing, each of the parties shall deliver the items described below (the " Closing Deliveries"). (a) On or prior to the ClosingTWC Shareholders shall deliver, the Company shall issue, deliver or cause to be delivered to each Purchaser delivered, the following items (the “Company Deliverables”):" TWC Shareholders ' Closing Documents"); (i) this Agreementcertificates representing the TWC Shares, duly endorsed (or accompanied by duly executed by the Companystock powers) for transfer to Anicom; (ii) an escrow agreement, substantially in the Registration Rights Agreementform of Exhibit A, duly executed by TWC Shareholders (the Company; " Escrow Agreement"); (iii) one or more stock certificates a certificate executed by TWC Shareholders to the effect that (if physical certificates A) their representations and warranties in this Agreement were accurate in all material respects as of the date of this Agreement and are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days accurate in all material respects as of the Closing DateDate as if made on the Closing Date (giving full effect to any supplements to the Schedules hereto that were delivered by TWC Shareholders to Anicom prior to the Closing Date in accordance with Section 4.5) allocated and (B) TWC Shareholders have performed and complied in such amounts as such Purchaser shall request, evidencing all material respects with all covenants and conditions required to be performed or complied with by them prior to or at the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserClosing; (iv) one or more Pre-Funded Warrants registered in a certified copy of resolutions adopted by TWC Shareholders, as the name sole shareholders of such Purchaser to purchase up to a number TWC, and TWC's Board of Underlying Shares as indicated on such Purchaser’s signature page to Directors authorizing execution of this AgreementAgreement and consummation of the Contemplated Transactions; (v) a legal opinion of Company CounselGood Standing Certificate for TWC from each state in which TWC is authorized to do business (except Puerto Rico, dated which will be delivered as of soon after the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance as is reasonably satisfactory to the Purchaserspracticable; (vi) a certificate copy of TWC's Articles of Incorporation and all amendments thereto, certified by the Secretary of the CompanyState of New York, dated as and a copy of the Closing DateTWC's Bylaws, in form and substance reasonably satisfactory to the Purchasersall amendments thereto, (a) certifying the resolutions adopted certified by the Board Secretary of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyTWC; (vii) an opinion of ▇▇▇▇▇ ▇▇▇▇, legal counsel to TWC and TWC Shareholders, substantially in the certificate referred to form of Exhibit B; (viii) executed copies of the Merger Documents; (ix) an employment agreement, substantially in Section 5.1(gthe form of Exhibit C-1, between Anicom and ▇▇▇▇▇▇▇▇▇, executed by ▇▇▇▇▇▇▇▇▇; an employment agreement, substantially in the form of Exhibit C-2, between Anicom and ▇▇▇▇▇▇▇▇▇, executed by ▇▇▇▇▇▇▇▇▇; and an employment agreement, substantially in the form of Exhibit C-3, between Anicom and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (collectively, the " Employment Agreements"); and (viiix) a certificate evidencing lease agreement between Four Goodys Associates, L.P. (" Four Goodys") and Anicom with respect to the good standing of Facility located at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, executed by Four Goodys, and a lease agreement between a Missouri limited liability company controlled by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Anicom with respect to the Company Facility located in Delaware issued O'Fallon, Missouri, executed by such Missouri limited liability company, in each case in such form as may be mutually agreeable to the Secretary of Stateparties thereto and on substantially the same terms and conditions set forth on Exhibit D (together, as of a date within five Business Days of the Closing Date" Leases"). (b) On or prior to the Closing, each Purchaser Merger Sub shall deliver or cause to be delivered to the Company the following items (the “Purchaser Deliverables”" Merger Sub's Closing Documents"): (i) this Agreement, duly executed the Cash Payment by such Purchaserwire transfer of funds to accounts designated by TWC Shareholders; (ii) stock certificates representing the Registration Rights Agreement, duly executed by such PurchaserPurchase Shares; (iii) its Subscription Amounta certificate executed by Anicom to the effect that (A) except as otherwise stated in such certificate, each of Anicom's and Merger Sub's representations and warranties in U.S. dollars this Agreement was accurate in all material respects as of the date of this Agreement and is accurate in immediately available funds, in all material respects as of the amount indicated below such Purchaser’s name Closing Date as if made on the applicable signature page hereto Closing Date and (B) each of Anicom and Merger Sub has performed and complied in all material respects with all covenants and conditions required to be performed or complied with by wire transfer in accordance with it prior to or at the Company’s written instructions; andClosing; (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly the Escrow Agreement executed by Anicom and the Escrow Agent; (v) a certified copy of resolutions adopted by each of Anicom's and Merger Sub's Board of Directors authorizing execution of this Agreement and consummation of the Contemplated Transactions; (vi) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, legal counsel to Anicom, substantially in the form of Exhibit E; (vii) executed copies of the Merger Documents; (viii) the Employment Agreements, executed by Anicom; (ix) the Leases, executed by Anicom; and (x) a comfort letter from Coopers & ▇▇▇▇▇▇▇ L.L.P., dated the effective date of the Registration Statement under the Securities Act and exclusive of any agreed upon procedures regarding any specific financial or statistical information, with respect to Anicom's unaudited consolidated financial statements for the nine (9) month period ended September 30, 1997 incorporated by reference in the Registration Statement and in form and substance otherwise customary for registration statements of a similar nature . (c) Anicom, Merger Sub, TWC Shareholders and TWC shall also deliver to the other parties such Purchaserother documents, instruments, certificates, and opinions as may be required by this Agreement or as otherwise necessary to consummate the Contemplated Transactions.

Closing Deliveries. (a) On or prior At the Closing and subject to the Closingterms and ------------------ conditions of this Agreement, the Company shall issue, deliver or cause otherwise make available to be delivered to each Purchaser the following (the “Company Deliverables”):Parent and Buyer: (i) certified resolutions of the Board approving the Merger, this Agreement, duly all other agreements and instruments executed and delivered by the CompanyCompany pursuant to the terms hereof (the "Company Agreements"), and the transactions contemplated hereby and thereby; (ii) the Registration Rights Agreement, certified resolutions duly executed adopted by the Company; holders of a majority of the outstanding shares of Company Common Stock approving the Merger and this Agreement; (iii) one or more stock a certificate of the secretary of the Company certifying as to the Company's and the Subsidiaries' respective certificates (if physical certificates are required by Purchaser to be held of incorporation, bylaws and incumbency of officers immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of PurchaserEffective Time; (iv) one or more Pre-Funded Warrants registered in resignations by each current member of the name Board, each effective as of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreementthe Effective Time; (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf minute books of the Company; (vi) stock certificates representing all issued and outstanding shares of capital stock of the Subsidiaries and the stock ledger and other stock records (including all cancelled stock certificates) and minute books of each Subsidiary; (vii) the certificate referred stock certificates representing 150,000 shares of Company Common Stock pledged by the sellers (the "Pledged Shares") named in that certain Share Purchase Agreement dated July 21, 1998, among the Company, Remote Power, Inc. and such sellers (the "RPI Purchase Agreement") as security for performance of such sellers' indemnification obligations, and any stock assignments or stock powers previously delivered to the Company with respect to the Pledged Shares, subject, however, to any prior release thereof in Section 5.1(g)accordance with the terms of the RPI Purchase Agreement and the respective Security Agreement and Collateral Assignment related to such Pledged Shares; and (viii) a certificate evidencing the good standing of the Company in Delaware certificate issued by the Maryland Secretary of State, as of a date within five Business Days of the Closing Dateincluding tax good standing, for Integrated Power Corporation. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company PAS shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser the following (Company the “Company Deliverables”):following: (i) this Agreementcertificates representing the Company Acquired Shares, duly executed endorsed in blank or accompanied by the Companystock transfer powers or equivalent instruments of ownership and transfer, which Company Acquired Shares shall be free and clear of all Liens; (ii) all company books and records, including the Registration Rights Agreementminute books, duly executed by stock ledgers and transfer records, the Company; company seal and other materials related to the administration of each of the PAS Entities; (iii) one a copy of (A) the Organizational Documents of each of the PAS Entities, including copy of Articles or Certificate of Incorporation (or equivalent document) and By-laws (or equivalent document) certified by the applicable government official of the jurisdiction of each such PAS Entity’s organization as of a date no more stock certificates than ten (if physical certificates are required by Purchaser to be held immediately 10) days prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date, and (B) allocated a certificate of good standing or equivalent document from the applicable governmental official of the jurisdiction of each such PAS Entity’s organization and each other jurisdiction in which each such amounts as such Purchaser shall requestPAS Entity is qualified to do business dated no more than ten (10) days prior to the Closing Date, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered good standing of each such PAS Entity in the name of Purchasereach such jurisdiction; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counselcertificate, dated as of the Closing Date, addressed executed on behalf of PAS by the corporate secretary of PAS, certifying that PAS’ board of directors have authorized the execution, delivery and performance of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (v) the Shareholders’ Agreement duly executed by PAS, substantially identical to the Purchasersform attached hereto as Exhibit B; (vi) the Transition Services Agreement duly executed by PAS; (vii) evidence satisfactory to the Company of the transfer to the Company of the Flavor Assets; (viii) a certificate of the Secretary of PAS certifying that the closing conditions set forth in Section 3.3(b)(i) and (ii) have been satisfied; (ix) a resolution of the directors of PAS Barbados authorizing the transfer of the Company Acquired Shares to the Company; (x) the resignation and a no-claims declaration of each of the existing directors of PAS Barbados; (xi) the Certificates of Registration for all PAS Owned Trademarks and evidence of the registration of the licences for use of same; (xii) the Jamaican ▇▇▇▇ of Sale duly executed by PAS; and (xiii) such other certificates, documents and dated instruments (including a Tax Matters Agreement) as the Company may reasonably request related to the transactions contemplated hereby. (b) At Closing, the Company shall deliver, or cause to be delivered to PAS the following: (i) certificates representing the PAS Acquired Shares, duly endorsed in blank or accompanied by stock transfer powers or equivalent instruments of ownership and transfer, which PAS Acquired Shares shall be free and clear of all Liens; (ii) a copy of (A) the Organizational Documents of the Company, certified by the applicable government official of the British Virgin Islands as of a date no more than ten (10) days prior to the Closing Date, in form and substance reasonably satisfactory (B) a certificate of good standing or equivalent document from the applicable governmental official of the British Virgin Islands dated no more than ten (10) days prior to the PurchasersClosing Date, evidencing the good standing of the Company; (iii) a certificate, dated as of the Closing Date, executed on behalf of the Company by the corporate secretary or equivalent officer of the Company, certifying that the Company’s board of directors, managers (or equivalent managing body), and its shareholders or members have authorized the execution, delivery and performance of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (iv) the Shareholders’ Agreement duly executed by the Company and Gemcorp, substantially identical to the form attached hereto as Exhibit B; (v) the Transition Services Agreement duly executed by the Company; (vi) a certificate of the Secretary of the Company, dated as of Company certifying that the Closing Date, closing conditions set forth in form and substance reasonably satisfactory to the Purchasers, (aSection 3.3(a)(i) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (cii) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyhave been satisfied; (vii) the certificate referred to in Section 5.1(g)Jamaican ▇▇▇▇ of Sale duly executed by the Company; and (viii) such other certificates, documents and instruments (including a certificate evidencing Tax Matters Agreement) as PAS may reasonably request related to the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Datetransactions contemplated hereby. (bc) On or prior to the At Closing, each Purchaser PAS and the Company shall deliver deliver, or cause to be delivered delivered, to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreementcopies of consents, duly executed by such Purchaser;when received, from (i) PepsiCo with respect to PepsiCo bottling agreements, (ii) PepsiCo, in its capacity as an authorized representative of Seven-Up, with respect to certain Seven-Up bottling agreements, (iii) ▇▇ ▇▇▇▇▇▇ with respect to ▇▇ ▇▇▇▇▇▇ bottling agreements, and (iv) Desnoes & Geddes Limited with respect to the Red Stripe Effluent Treatment Plant Agreement dated December 4, 2008, to the change-in-control or, alternatively, copies of new bottling agreements entered into between the Company and PepsiCo, the Company and ▇▇ ▇▇▇▇▇▇, and the Company and Seven-Up, which agreements replace and supersede the existing exclusive bottling agreements that PepsiCo, ▇▇ ▇▇▇▇▇▇, and Seven-Up have with the PAS Entities, and those third party consents necessary to consummate the Transaction specifically identified on Schedule 3.2(c)(i); and (ii) copies, when received, of all governmental approvals, consents or permits, if any, required by applicable Law to consummate the Registration Rights AgreementTransaction including, duly executed by such Purchaser; without limitation, anti-monopoly approval from Trinidad and Tobago, Puerto Rico and Barbados (iii) its Subscription Amountcollectively, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (ivconsents referred to in Section 3.2(c)(i) an Internal Revenue Service Form W-9 (or any successor formabove, the “Required Consents”), duly and validly executed by such Purchaser.

Closing Deliveries. The Buyer shall have received at or prior to ------------------ the Closing each of the following documents: (a) On or prior to a ▇▇▇▇ of sale substantially in the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):form attached hereto as Exhibit C; --------- (ib) this Agreementsuch instruments of conveyance, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, assignment and dated the Closing Datetransfer, in form and substance reasonably satisfactory to the PurchasersBuyer, as shall be appropriate to convey, transfer and assign to, and to vest in, the Buyer, good, clear, record and marketable title to the Acquired Assets; (vic) all technical data, formulations, product literature and other documentation relating to the Business, all in form and substance satisfactory to the Buyer; (d) such contracts, files and other data and documents pertaining to the Acquired Assets or the Businesses as the Buyer may reasonably request; (e) copies of the general ledgers and books of account of the Seller, and all federal, state and local income, franchise, property and other Tax returns filed by the Seller with respect to the Acquired Assets since December 31, 1993; (f) such certificates of the Seller's officers and such other documents evidencing satisfaction of the conditions specified in Section 6 as the Buyer shall reasonably request; (g) a certificate of the Secretary of the CompanyCommonwealth of the State of Massachusetts as to the legal existence and good standing (including tax) of the Seller in Massachusetts. (h) certificates of the Secretary of the Seller attesting to the incumbency of the Seller's officers, dated respectively, the authenticity of the resolutions authorizing the transactions contemplated by the Agreement, and the authenticity and continuing validity of the charter documents delivered pursuant to Subsection 2.1; (i) A current UCC-11 search confirms the absence of any UCC Financing Statements or other liens affecting the Acquired Assets; (j) list of receivables of the Seller as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (viik) cross receipt executed by the certificate referred to in Section 5.1(g)Buyer and the Seller; and (viiil) a certificate evidencing such other documents, instruments or certificates as the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing DateBuyer may reasonably request. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, duly executed by the Company; (ii) the Registration Rights Agreement, duly executed by the Company; (iii) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser CSOR Liquidation shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):documents: (i) this Agreement, Stock certificates evidencing all of the shares of Company Preferred Shares duly endorsed for transfer or accompanied by duly executed by such Purchaserstock powers; (ii) Any outstanding shareholder agreements relating to the Registration Rights Agreement, duly executed by such PurchaserCompany Preferred Shares; (iii) its Subscription AmountThe certificate described in Section 6.3(c); (iv) An incumbency certificate signed by the Manager of CSOR Liquidation dated at or about the Closing Date; (v) A certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that CSOR Liquidation is in U.S. dollars good standing under the laws of said state; (vi) Certificate of Formation of CSOR Liquidation certified by the Secretary of State of the State of Delaware at or about the Closing Date and the Operating Agreement of CSOR Liquidation certified by the Manager of CSOR Liquidation at or about the Closing Date; (vii) Manager resolutions and, if required under CSOR Liquidation's formation documents or applicable Delaware law, Member resolutions, of CSOR Liquidation dated at or about the Closing Date authorizing the Transactions, certified by the Manager of CSOR Liquidation; (viii) General releases executed by CSOR Liquidation and each of the Members, which releases shall be substantially in immediately available fundsthe form attached hereto as Exhibit 2.2(a)(viii)(a), in the amount indicated below such Purchaser’s name on case of Members who are individuals, and Exhibit 2.2(a)(viii)(b), in the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionscase of CSOR Liquidation and Members who are entities; and (ix) Such other documents, instruments and consents required to consummate the Transactions and to comply with the terms hereof. (b) At the Closing, the Company shall deliver or cause to be delivered to CSOR Liquidation the following documents: (i) Certificates evidencing all of the Securities duly endorsed for transfer or accompanied by duly executed stock powers; (ii) Agreements evidencing the assignment of the Receivables to CSOR Liquidation; (iii) The certificate described in Section 6.2(c); (iv) an Internal Revenue Service Form W-9 An incumbency certificate signed by all of the executive officers of the Company dated at or about the Closing Date; (v) A certificate of good standing from the Secretary of State of the State of Nevada, dated at or any successor form)about the Closing Date, duly to the effect that the Company is in good standing under the laws of said state; (vi) Board resolutions of the Company dated at or about the Closing Date authorizing the Transactions, certified by the Secretary of the Company; and (vii) Such other documents, instruments and validly consents required to consummate the Transactions and to comply with the terms hereof. (b) Each of the parties to this Agreement shall have otherwise executed by whatever documents and agreements, provided whatever consents or approvals and shall have taken all such Purchaserother actions as are required under this Agreement.

Closing Deliveries. (a) On The parties acknowledge that an exemption from the ownership limitation set forth in the Company’s Articles of Incorporation as provided to permit the issuance of the Series D Stock will similarly be required for the issuance of the Series E Stock and each party is prepared to make, and will make, the required representations, and execute documents with the same substance and content as the representations and documents previously made and executed in connection with the issuance of the Series D Stock, including the items specified in Section 6(b) below. (b) The Company will deliver to StepStone the following at or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):closing: (i) copies of all authorizations, orders or consents of any governmental body required to consummate the issuance of Series E Stock to SREP; (ii) a certificate of the Secretary or Assistant Secretary of the Company containing a true and correct copy of the resolutions duly adopted by the Company’s Board of Directors, approving and authorizing this Agreement, the IRSA Agreement and the transactions contemplated hereby and thereby, which certificate also certifies that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect; (iii) a certificate of incumbency of the Company executed by the Secretary or Assistant Secretary of the Company listing the officers of the Company authorized to execute the Agreement and the Ancillary Agreements, which certificate also certifies as to the authority of each such officer to execute the agreements, documents, and instruments on behalf of the Company in connection with the consummation of the transactions contemplated hereby and thereby; (iv) (A) a copy of the Articles of Incorporation of the Company, certified as of a recent date by the Maryland Division of Assessments and Taxation, and a copy of the bylaws of the Company, certified as of the date hereof by the Secretary or Assistant Secretary of the Company; (B) copies of the articles of incorporation or similar organizational document, as amended, of each subsidiary of the Company listed on Exhibit D hereto (each a “Significant Subsidiary”), certified by the Secretary or Assistant Secretary of the Company, and copies of the code of regulations, bylaws, or similar operating document of each Significant Subsidiary, as amended, certified as of the date hereof by the Secretary or Assistant Secretary of the Significant Subsidiary; and (C) certificates of status, good standing or existence with respect to the Company and each Significant Subsidiary from the Secretary of State of the state under the Laws of which the Company or such Significant Subsidiary is incorporated, organized, as applicable, and of each other state in which the Company is qualified or registered to do business, dated as of a recent date. (v) a copy of the waiver agreement between the Company and SREP, (the “Waiver Agreement”) relating to the waiver by the Company’s Board of Directors of the provisions of the Articles of Incorporation necessary to consummate the issuance and sale of Series E Stock pursuant to this Agreement and the IRSA Agreement, duly executed by the Company; (iivi) the Registration Rights Agreementopinion of ▇▇▇▇▇▇▇ North ▇▇▇▇▇▇ & ▇▇▇▇▇, PC LLO, counsel to the Company, relating to specified corporate and legal matters; (vii) the opinion of ▇▇▇▇▇▇▇ North ▇▇▇▇▇▇ & ▇▇▇▇▇, PC LLO, counsel to the Company, that commencing with its first taxable year through the taxable year ended December 31, 2016, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code and that the Company’s organization (taking into account the issuance of the Series E Stock pursuant to this Agreement and the IRSA Agreement and the transactions contemplated hereby and thereby, the conversion of all shares of Series D Stock, and the conversion of a certain promissory note held by RES) and present and proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT for its taxable year ending December 31, 2017 and thereafter (with customary exceptions, assumptions and qualifications and based upon customary representations); (viii) a copy of the amended and restated investor rights agreement, as amended to address the changes to such agreement contemplated herein, duly executed by the Company; and (iiiix) one or more stock certificates (if physical certificates are required by Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within 30 calendar days a copy of the Closing Date) allocated in such amounts as such Purchaser shall request, evidencing the Purchased Shares subscribed for IRSA Agreement duly executed by Purchaser hereunder, registered in the name of Purchaser; (iv) one or more Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of Underlying Shares as indicated on such Purchaser’s signature page to this Agreement (v) a legal opinion of Company Counsel, dated as of the Closing Date, addressed to the Purchasers, and dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Purchasers, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended and restated, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vii) the certificate referred to in Section 5.1(g); and (viii) a certificate evidencing the good standing of the Company in Delaware issued by the Secretary of State, as of a date within five Business Days of the Closing DateIRSA. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Purchaser; (iii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iv) an Internal Revenue Service Form W-9 (or any successor form), duly and validly executed by such Purchaser.