Common use of First Closing Clause in Contracts

First Closing. (a) On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) On or prior the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day before the First Closing Date, the Company Corporation shall deliver or cause have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to each Purchaser the following:Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; (i) this Agreement duly executed by the Companysale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (iij) delivery of a legal opinion of Company Counsel, directed dated the First Closing Date from the Corporation’s counsel as to the Purchasersconditions set out in items (f) and (i) above, in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iiik) (i) the Company shall have provided each Purchaser representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Investment, are accurate and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, each Purchaser shall deliver or cause to be including in any other document delivered to the Company Corporation in connection with the following:Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Agreement duly executed Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by such Purchaserthe Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Companyauthorizing board resolutions; and (iii) incumbency; and (iv) that the Registration Rights Agreement duly executed condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such Purchaserpayment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranche.

First Closing. (a) The initial closing of the purchase and sale of the Securities pursuant to this Agreement (the “First Closing”) shall be held remotely via the exchange of documents and signatures no later than 9:00 AM (Eastern Time) on January 19, 2024 (the “First Closing Date”). (b) On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerinstructions; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s First Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and; (vi) the Registration Rights Agreement duly executed by the Company.; and (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement applicable Warrant Amendment duly executed by the Company. (bc) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions: (a) On or prior the notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby; (b) each Purchaser shall have executed and delivered a Non-Disclosure Agreement; and (c) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the amount set forth opposite such Purchaser’s name under the heading “Aggregate Principal Amount of Notes” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the First Closing. The First Closing Dateshall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Principal Amount of Notes indicated thereon. iii. The obligations of each Purchaser to Purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Company shall deliver have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby or cause to be create and perfect the Liens of Agent with respect to all Collateral; (b) the Company shall have delivered to each Purchaser certified copies of resolutions of the following:Company’s Board of Directors, and with respect to each Subsidiary party hereto, sole member, as applicable, evidencing approval of this Agreement, the transactions contemplated hereunder and other transactions evidenced by the Transaction Documents; (c) the Company and each of its Subsidiaries party hereto shall have delivered to each Purchaser certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the First Closing, of the Company and each Subsidiary party hereto; (d) the Company and each Subsidiary party hereto shall have delivered to each Purchaser a certificate of good standing for the Company and each Subsidiary party hereto from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) each Purchaser shall have received UCC and Lien searches and other evidence satisfactory to each Purchaser that there are no Liens upon the Collateral except Permitted Liens; (f) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of the First Closing; (g) the Company shall have performed and complied with any covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the First Closing; (h) the Chief Executive Officer of KiOR shall deliver to the Purchasers at the First Closing a certificate certifying that the conditions specified in Sections 3.1(A)(iii)(f) and 3.1(A)(iii)(g) have been fulfilled; (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company CounselKiOR shall have received all consents, directed authorizations or approvals referred to the Purchasersin Schedule 4.3, in form and substance reasonably acceptable satisfactory to KiOR and the Purchasers;, and no such consent, authorization or approval shall have been revoked. (iiij) the Company shall have provided each Purchaser with affected the Company’s wire instructions on Amendment to Existing Loan and the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerAmendment to Convertible Loan; (ivk) a copy of the irrevocable instructions to Company and the Transfer Agent instructing lenders under the Transfer Agent to establish via Existing Loan shall have entered into the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable)Subordination Agreement; (vl) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by purchasers under the CompanyConvertible Loan and the Purchasers under this Agreement shall have entered into the Intercreditor Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The obligation of an Investor to purchase Series A Preferred Shares at the First Closing is subject to the fulfillment to the satisfaction of such Investor at or prior to the First Closing of each of the following conditions: (a) Each of the representations and warranties of the Company contained in Article VII shall be true, correct and complete on and as of the First Closing Date as though then made. (b) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the First Closing Date shall have been performed or complied with. (c) On or prior to the First Closing Date, any authorizations, consents, approvals or permits of any Governmental Authority that are required by law in connection with the lawful sale and issuance of the Series A Preferred Shares, and the consummation of the transactions contemplated by this Agreement and each of the Transaction Documents, shall have been duly obtained by the Company and shall be effective on and as of the First Closing Date, except for any notice filings pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws not required to be made on or prior to the First Closing Date. (d) On or prior to the First Closing Date, the Company shall have delivered to special counsel to the Investors copies of all consents and approvals of third parties required under all Contracts to which the Company is a party or by which the Company or any of its assets or properties is affected in connection with the execution, delivery or performance by the Company of this Agreement, the Transaction Documents or any of the other agreements or documents contemplated hereby (including waivers of all preemptive rights and rights of first refusal). (e) [Intentionally omitted.] (f) Effective as of the First Closing, the number of directors constituting the entire Board of Directors of the Company shall have been fixed at no more than seven (7), and shall consist of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (g) Such Investor shall have received the satisfactory review, by patent counsel selected by the Investors, of the Intellectual Property Rights underlying the XT250. (h) Each other Investor shall have fulfilled its obligations to deliver or cause its respective portion of the First Purchase Price required to be delivered by it at the First Closing and to otherwise close its investment in the Series A Preferred Stock. (i) The Company shall have delivered to special counsel to the Investors each Purchaser of the following: (i) Copy of the Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware; (ii) Certificate of good standing and certificate of status of the Company, as applicable, issued as of a recent date by the Secretary of State of the States of Delaware and Florida; (iii) Certificate of the Chief Executive Officer or the President of the Company, dated the First Closing Date, to the effect that the conditions specified in Sections 3.1(a) through 3.1(f) have been satisfied fully; (iv) Certificate of the Secretary or an Assistant Secretary of the Company, dated the First Closing Date, in form and substance reasonably satisfactory to special counsel to the Investors, as to: (i) no amendments to the Certificate of Incorporation since the date of certification referenced in subparagraph (i) above; (ii) the By-laws (which shall include the provisions set forth in Exhibit E); (iii) the resolutions duly adopted by the Board authorizing and approving, as appropriate, the execution, delivery and performance of this Agreement and each of the Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby, including the issuance, sale and delivery of the Series A Preferred Shares and the reservation for issuance of the Conversion Common Shares; (iv) resolutions duly adopted by the shareholders of the Company approving the Certificate of Incorporation; and (v) the incumbency and signatures of the officers of the Company authorized to execute and deliver this Agreement and any of the Transaction Documents to which the Company is a party; (v) Indemnification Agreements in the form attached hereto as Exhibit F between the Company and each member of the Board of Directors, including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (vi) Legal opinion of GY&S, outside counsel for the Company, dated the First Closing Date, addressed to the Investors and in the form attached hereto as Exhibit G; (vii) Registration Rights Agreement, duly executed by the Company; (iiviii) a legal opinion of Company CounselShareholders Agreement, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed duly executed by the Company’s chief executive officer or chief financial officer; (iv) a copy , the Investors and the holders of at least 75% of the irrevocable instructions to outstanding shares of Common Stock of the Transfer Agent instructing Company (including the Transfer Agent to establish via directors, senior managers and founders of the direct registration system a book-entry notation Company) (for that number purposes of determining such 75%, the Series A Preferred Shares equal to such Purchaser’s Subscription Amount applicable to issuable at the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus First Closing shall be treated as the number of shares of Common Stock issuable upon exercise of into which such Purchaser’s Pre-Funded Warrants, if applicableshares may be converted); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (viix) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On such other documents, instruments, approvals or prior opinions relating to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) transactions contemplated by this Agreement duly executed by such Purchaser; (ii) to as the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to Investors or the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserInvestors’ special counsel may reasonably request.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) On or prior the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the trading day before the First Closing Date, the Company Corporation shall deliver or cause have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) trading days before the First Closing Date, the Corporation shall have delivered to each Purchaser the following:Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for the entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Share Lending Agreement shall have been entered into with respect to the lending of 600,000 freely tradeable Common Shares; (i) this Agreement duly executed by before the CompanyFirst Closing Date, 600,000 freely tradeable Common Shares have been delivered to the Investor pursuant to the Share Lending Agreement; (iij) delivery of a legal opinion of Company Counsel, directed dated the First Closing Date from the Corporation’s counsel as to the Purchasersconditions set out in items (f) above, in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iiik) (i) the Company shall have provided each Purchaser representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Investment, are accurate and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, each Purchaser shall deliver or cause to be including in any other document delivered to the Company Corporation in connection with the following:Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Agreement duly executed Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by such Purchaserthe Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by the Corporation certifying (i) constating documents, (ii) to the Companyauthorizing board resolutions, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) incumbency, and (iv) that the Registration Rights Agreement duly executed by such Purchaser.condition in 3.1

First Closing. (a) On Subject to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by Section 2.1(a) of this Agreement (the “First Closing”) shall take place on March 28, 2007 at the offices of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP in Hong Kong SAR, China, with an effective closing date for accounting purposes of March 31, 2007 (or at such other place and on such other day and effective date as mutually agreed to by the parties hereto, the “First Closing Date”) as specified by Buyer in a notice to the Selling Shareholders duly signed and delivered by Buyer as promptly as practicable but in any event within five (5) Business Days following the date of the satisfaction or waiver of all of the conditions set forth in Articles VI and VII hereof. (b) The Sellers’ Representative shall deliver the First Closing Allocation Schedule to the Buyer on or prior to the First Closing Date. (c) At or prior to the First Closing, each of the Company Selling Shareholders shall deliver or cause to be delivered to each Purchaser Buyer the following: (i) this Agreement all necessary documents, duly executed where so required, to enable title in all the Shares owned by such Selling Shareholder to pass fully and effectively into the Companyname of Buyer; (ii) a share certificates (or local legal opinion of Company Counselequivalent) evidencing the Shares to be sold by such Selling Shareholder duly endorsed in blank, directed to the Purchasers, or accompanied by stock powers duly executed in form blank and substance reasonably acceptable to the Purchaserswith any required stock transfer tax stamps affixed; (iii) all other previously undelivered documents required by this Agreement and the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed Ancillary Documents to be delivered by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions such Selling Shareholder to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On Buyer at or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to Date in connection with the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Companytransactions contemplated hereby and thereby; and (iiiiv) in respect of each Group Company, the certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company or are required by the Law of the jurisdiction where such Group Company is incorporated to be kept by such Group Company. (d) At the First Closing, Buyer shall deliver to the Sellers’ Representative for the benefit of the Selling Shareholders (i) the Registration Rights Agreement duly executed by Initial Cash Consideration and (ii) evidence that Buyer has irrevocably instructed the transfer to the Selling Shareholders and registration in the name of the Selling Shareholders in respect of the Initial Share Consideration as set forth opposite their respective names in the First Closing Allocation Schedule, and, as soon as reasonably possible following the First Closing, to provide to the Seller’s Representative true copies of the register of member of Buyer reflecting such Purchasertransfer and register.

First Closing. Prior to the initial Advance of funds hereunder (the making of which is herein termed "first closing"), the Trust shall have performed all of its agreements required to be performed hereunder, and the Bank shall have received from Trust's counsel in connection with this transaction, addressed to the Bank, a favorable opinion in form, scope and substance satisfactory to Bank and its counsel, delivered prior to the first Advance on the Notes: (a) On to the effect that the Trust is a duly organized and existing real estate investment trust in good standing under the laws of the State of Texas and has the power and authority to own its property and to carry on its business as set forth in paragraph 2.3 hereof; (b) to the effect that this Agreement has been duly authorized, executed and delivered by the Trust and constitutes a legal valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) to the effect that each Note delivered by the Trust to the Bank has been duly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (d) to the effect that the Note is secured by valid, binding and enforceable pledge of the Collateral in favor of the Bank, subject to no rights, equities or encumbrances outstanding in favor of any party other than Bank which are or could become prior to or on parity with Bank's lien on the First Closing DateCollateral that has been pledged as security therefor pursuant to Section 5 hereof; (e) to the effect that no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the Company shall deliver execution, delivery and performance by the Trust of this Agreement or cause any Note; (f) to be the effect that it is not necessary in connection with the delivery of any Note under the circumstances contemplated by this Agreement to register such Note under the Securities Act of 1933, as amended and then in effect, or to qualify an indenture in respect thereof under the Trust Indenture Act of 1939, as amended and then in effect, and that if Bank should in the future deem it expedient to sell the Note (or any Note delivered in exchange therefor as in such Note or in this Agreement permitted), which the Bank does not now contemplate or foresee, such sale would not of itself require registration of such Note under said Securities Act of 1933 or qualification of an indenture in respect of such Note under said Trust Indenture Act, provided that at the time of such sale, such Bank neither controls, nor is controlled by, nor is under common control with, the Trust, either directly or indirectly, or, if any such control then exists, that such sale is not made through an underwriter as defined in said Securities Act of 1933; (g) as to each Purchaser such other matters incident to the following:transactions contemplated by this Agreement as the Bank may reasonably desire; (h) to the effect that neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, the fulfillment of the terms hereof, nor compliance with the provisions hereof and of the Note will result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the terms of the Amended and Restated Declaration of Trust dated July 16, 2004, or the Amended and Restated Bylaws of the Trust, or any agreement or instrument of which such counsel (having made inquiry with respect thereto) has knowledge, to which the Trust is a party; (i) this Agreement to the effect that with respect to such persons as shall have been identified in writing to the Bank as being duly executed authorized agents or officers of the Trust, all actions required to be taken by the Company; (ii) a legal opinion Trust to clothe such persons with such authority have been taken, and the actions of Company Counselsuch persons as contemplated herein will be and constitute and legal, directed to the Purchasers, in form valid and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy binding acts of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment thereinTrust; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (iij) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchasereffect that all conditions for lending have been met.

First Closing. (a) On or prior The obligation of the Buyer hereunder to -------------- purchase the First Convertible Debenture and the First Warrants at the Closing is subject to the First satisfaction, at or before the Closing Date, of each of the Company shall deliver or cause to following conditions, provided that these conditions are for the Buyer's sole benefit and may be delivered to each Purchaser waived by the followingBuyer at any time in its sole discretion: (i) this Agreement duly The Company shall have executed by the Company;Transaction Documents and delivered the same to the Buyer. (ii) a legal opinion The Common Stock shall be authorized for quotation on the OTCBB, trading in the Common Stock shall not have been suspended for any reason, and all the Conversion Shares issuable upon the conversion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to First Convertible Debenture shall have been approved by the Purchasers;OTCBB. (iii) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have provided each Purchaser performed, satisfied and complied in all material respects with the Company’s wire instructions on covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company’s letterhead signed , dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Company’s chief executive officer or chief financial officer;Buyer including, without limitation an update as of the Closing Date regarding the representation contained in Section 3(c) above. (iv) a copy of the irrevocable instructions The Company shall have executed and delivered to the Transfer Agent instructing Buyer the Transfer Agent to establish via First Convertible Debenture and the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded First Warrants, if applicable);. (v) if applicable, for each Purchaser The Buyer shall have received an opinion of Pre-Funded Warrants pursuant to Section 2.1, counsel in a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal form satisfactory to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; andBuyer. (vi) The Company shall have provided to the Registration Rights Agreement duly executed by Buyer a certificate of good standing from the CompanySecretary of State from the state in which the Company is incorporated. (vii) The Company shall have delivered to the Lock-Up Agreements; andEscrow Agent the Escrow Shares. (viii) The Company shall have provided to the Registration Rights Agreement duly executed by Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company's certified public accountant as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (bix) On or prior to The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the First Closing DateConvertible Debenture, each Purchaser shares of Common Stock sufficient to effect the conversion of all of such First Convertible Debenture. (x) The Irrevocable Transfer Agent Instructions shall deliver or cause to be have been delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified and acknowledged in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser's transfer agent.

First Closing. (a) On The obligations of Velocitas to purchase the Initial Note at the First Closing are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by Velocitas in its sole discretion: i. The representations and warranties of the Company set forth herein, the Initial Note and the Security Agreement shall be true and complete in all respects as of the date of the First Closing as though made on and as of such date (other than those representations and warranties that are made as of a specified date, in which case, such representations and warranties shall be true and correct in all material respects as of such specified date); ii. the Company shall have performed all of the covenants of the Company set forth herein, the Initial Note and the Security Agreement that are required to be performed on or prior to the First Closing Date, Closing; iii. the Vice President and Chief Financial Officer of the Company shall deliver have delivered Velocitas at the First Closing a certificate certifying that the conditions specified in Sections 5.1(a)(i) and 5.1(a)(i)(ii) have been fulfilled; iv. the Vice President and Chief Financial Officer of the Company shall have delivered Velocitas at the First Closing a certificate certifying that attached thereto are correct and complete copies of: (A) the resolutions duly and validly adopted by the Board of Directors evidencing its authorization of the execution and delivery of the Transaction Agreements and appointing ▇▇▇▇▇▇▇ ▇▇▇▇ as a director of the Company and ▇▇▇▇▇▇▇ ▇▇▇▇ as Chief Executive Officer of the Company; (B) the articles or cause certificate of incorporation and by-laws of the Company and each of its Subsidiaries; (C) a good standing certificate for the Company and each of its Subsidiaries from the Secretary of State of the State of Nevada or Delaware, as applicable, dated within seven (7) days of the date of the First Closing; and (E) written resignations and general releases of each of the Resigning Officer and Directors in their capacities as directors and officers (other than ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ who shall be required to resign only in his capacity as a director), in form and substance acceptable to Velocitas; provided, that, the releases and resignations of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as directors of the Company and its subsidiaries shall be effective as of the Second Closing; v. the Company shall have delivered to each Purchaser Velocitas at the following: First Closing, (iA) this the Initial Note duly executed by the Company; (B) the Security Agreement duly executed by the Company; Borrower Entities; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iiiC) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Investors’ Rights Agreement duly executed by the CompanyCompany and the investors specified therein (other than Velocitas and any Purchaser); (D) the Voting Agreement duly executed by the Company and the investors specified therein (other than Velocitas and any Purchaser) and (E) the BackStop Agreement duly executed by the Company and the investors specified therein (other than Velocitas and any Purchaser); vi. all authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Initial Note (and the Common Stock issuable upon conversion thereof) and the Securities pursuant to this Agreement shall be obtained and effective as of the First Closing; vii. all corporate and other proceedings in connection with the transactions contemplated at the First Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to Velocitas; viii. the Company shall have provided notices of the transactions contemplated by the Transaction Agreement to any persons holding (or allegedly holding) any preemptive or similar rights, and either (A) such rights shall have been waived with respect to the transactions contemplated by the Transaction Agreements, or (B) the period for exercise shall have expired with respect to the transactions contemplated by the Transaction Agreements without any holder of such preemptive rights having exercised the same; and ix. Velocitas shall have received an opinion from one or more law firms dated as of the First Closing, in substantially the form attached hereto, with customary opinions regarding corporate authority, approval, valid and binding obligation, due issuance, perfection (with respect to the Liens granted under the Security Agreement) and exemption from Section 5 under the Securities Act. (viib) The obligations of the Company to issue the Initial Note and execute the Security Agreement at the First Closing are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by the Company in its sole discretion: i. The representations and warranties of Velocitas contained in Section 4 shall be true and correct in all respects as of the First Closing; ii. Velocitas shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Velocitas on or prior to the First Closing; iii. Velocitas shall have delivered to the Company at the First Closing, (A) the Lock-Up AgreementsSecurity Agreement duly executed by Velocitas; and (viiiB) a Disqualification Questionnaire completed and executed by Velocitas and each prospective appointee of Velocitas to the Board of Directors or as an officer of the Company; (C) the Registration Investors’ Rights Agreement duly executed by Velocitas; (D) the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Voting Agreement duly executed by such Purchaser; Velocitas and (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iiiE) the Registration Rights BackStop Agreement duly executed by such PurchaserVelocitas; and iv. all authorizations, approvals or permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Initial Note (and the Common Stock issuable upon conversion thereof) shall be obtained and effective as of the First Closing.

First Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) On The Company, each Guarantor and/or the Chief Executive Officer (as applicable) shall have executed and delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Credit Parties shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Credit Parties shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Credit Parties at or prior to the First Closing Date, . (c) The Buyer shall have received an opinion of counsel from counsel to the Company Credit Parties in a form satisfactory to the Buyer and its counsel. (d) The Credit Parties shall deliver or cause to be have executed and delivered to each Purchaser Buyer a closing certificate, certified as true, complete and correct by an officer of the following: Credit Parties, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) this Agreement duly executed by a true copy of a certificate of good standing evidencing the Company; formation and good standing of the Credit Parties from the secretary of state (or comparable office) from the jurisdiction in which each Credit Party is formed; (ii) a legal opinion the Credit Parties’ Organizational Documents; (iii) copies of Company Counsel, directed to the Purchasersresolutions of the board of directors of the Credit Parties as adopted by the Credit Parties’ board of directors or managers, in a form acceptable to Buyer.; and substance (iv) copies of the resolutions adopted by the shareholders or members of the Credit Parties, as applicable, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to Buyer. (e) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (f) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Credit Parties, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Purchasers; (iii) the Company shall have provided each Purchaser Credit Parties, under their present name and any previous names, as debtors, together with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name copies of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Companyfinancing statements. (viig) The Credit Parties shall have executed such other agreements, certificates, confirmations or resolutions as the Lock-Up Agreements; and (viii) Buyer may require to consummate the Registration Rights Agreement duly executed transactions contemplated by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserBuyer.

First Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) On The Company shall have executed and delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date, . (c) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel. (d) The Company shall deliver or cause to be have executed and delivered to each Purchaser the following: Buyer a closing certificate in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) this Agreement duly executed by a true copy of a certificate of good standing evidencing the Company; formation and good standing of the Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within ten (10) days of the First Closing Date; (ii) a legal opinion the Company's Certificate of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; Incorporation; (iii) the Company shall have provided each Purchaser 's Bylaws; and (iv) copies ofthe resolutions ofthe board of directors of the Company consistent with the Company’s wire instructions on the Company’s letterhead signed Section 6.3, as adopted by the Company’s chief executive officer or chief financial officer; (iv) 's board of directors in a copy of the irrevocable instructions form reasonably acceptable to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the CompanyBuyer. (viie) The Company shall have authorized, by appropriate resolution, the Lock-Up Agreements; andissuance of the Shares. (viiif) the Registration Rights Agreement duly executed by the CompanyNo event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (bg) On The Company shall have executed such other agreements, certificates, confirmations or prior resolutions as the Buyer may required to consummate the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) transactions contemplated by this Agreement duly executed and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserBuyer.

First Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) On The Company, each Guarantor and/or the Chief Executive Officer (as applicable) shall have executed and delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Credit Parties shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Credit Parties shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Credit Parties at or prior to the First Closing Date, . (c) The Buyer shall have received an opinion of counsel from counsel to the Credit Parties in a form satisfactory to the Buyer and its counsel. (d) The Buyer shall have received evidence in a form satisfactory to the Buyer that the Company shall deliver or cause has authorized the Buyer to be publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to each Purchaser M▇▇▇▇▇▇▇▇▇.▇▇▇ by the following:Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in connection with current or f▇▇▇▇▇ ▇▇▇▇▇ releases. (e) The Credit Parties shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Credit Parties, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) this Agreement duly executed by a true copy of a certificate of good standing evidencing the Company; formation and good standing of the Credit Parties from the secretary of state (or comparable office) from the jurisdiction in which the each Credit Party is formed; (ii) a legal opinion the Credit Parties’ Organizational Documents; (iii) copies of Company Counsel, directed to the Purchasersresolutions of the board of directors of the Credit Parties as adopted by the Credit Parties’ board of directors or managers, in a form acceptable to Buyer; and substance reasonably (iv) resolution of the Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the CompanyBuyer. (viig) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior No event shall have occurred which could reasonably be expected to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserhave a Material Adverse Effect.

First Closing. No later than two Business Days before the first Transaction Notice is expected to be delivered (all documents referred to below being dated the date of delivery thereof): (a) On or prior to the First Closing Date, the Company shall deliver or cause to be have delivered to each Purchaser the followingKCA: (i) this Agreement duly executed an officers’ certificate signed by two of its executive officers certifying as to the Companymatters set forth in Exhibit B hereto; (ii) a legal an opinion of Company Counsel▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., directed counsel to the PurchasersCompany, in form and substance reasonably acceptable addressed to KCA, as to the Purchasersmatters set forth in Exhibit C hereto, with only such departures from such form as ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for KCA, shall have approved; (iii) an opinion of ▇▇▇▇▇, Tarrant & ▇▇▇▇▇ LLP, counsel to the Company Company, addressed to KCA, as to the matters set forth in Exhibit D hereto, with only such departures from such form as ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to KCA, shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerapproved; (iv) a copy of the irrevocable instructions “comfort” letter from BDO USA, LLP, addressed to KCA, in form reasonably satisfactory to KCA and its counsel, as to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered matters set forth in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable)Exhibit E hereto; (v) if applicablea “comfort” letter from Ernst & Young, for each Purchaser of Pre-Funded Warrants pursuant LLP, addressed to Section 2.1KCA, a Pre-Funded Warrant registered in the name of such Purchaser form reasonably satisfactory to purchase up to a number of shares of Common Stock equal KCA and its counsel, as to the portion matters set forth in Exhibit E hereto; (vi) a letter from D&M, addressed to KCA, as to the matters set forth in Exhibit F hereto; (vii) evidence reasonably satisfactory to KCA and its counsel that the Registration Statement remains effective; (viii) evidence reasonably satisfactory to KCA and its counsel that the Units have been approved for listing on the Exchange, subject only to notice of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided issuance at or before the time of purchase on the relevant Purchase Date; (ix) resolutions duly adopted by the Per Share Purchase Price minus $0.001Company’s board of directors, with and certified by an exercise price equal to $0.001 per share officer of Common Stockthe Company, subject to adjustment thereinauthorizing the Registration Statement, Company’s execution of the Original Agreement and this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Units and such other matters as are customary for the transactions contemplated hereby; and (vix) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreementssuch other documents as KCA shall reasonably request; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser KCA shall deliver or cause to be delivered to the Company the following: have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP: (i) this Agreement duly executed by such Purchaser; a favorable opinion, as to the matters set forth in Exhibit G hereto, and (ii) a letter with respect to Rule 10b-5 of the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserExchange Act.

First Closing. (a) On or This Agreement may be terminated at any time prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the followingClosing: (i) this Agreement duly executed by mutual written consent of the CompanySeller Parent and the Buyer Parent; (ii) a legal opinion of Company Counselby either the Seller Parent or the Buyer Parent, directed upon written notice to the Purchasersother, if: (A) the First Closing shall not have occurred on or before April 19, 2022; provided that if on such date a MTI Restraint remains in form full force and substance reasonably acceptable effect, Seller Parent shall have the right, exercisable in its sole and absolute discretion, to extend such date for up to an additional three (3) months (as it may be so extended, the Purchasers“Outside Date”); provided, further, that the right to terminate this Agreement under this Section 9.1(a)(ii)(A) shall not be available to any Party whose failure or whose Affiliate’s failure to perform any covenant or obligation under this Agreement has been the primary cause of or has primarily resulted in the failure of the First Closing Transactions to be consummated on or before the Outside Date; (B) (1) any law or statute enacted or promulgated by a Governmental Entity of competent jurisdiction in any Applicable Jurisdiction makes illegal the consummation of any of the Transactions, (2) other than as referenced in clause (C) of this Section 9.1(a)(ii), any final Order issued by a Governmental Entity of competent jurisdiction in connection with any Antitrust Law in any Applicable Jurisdiction enjoins or prohibits the consummation of any of the Transactions (including any such Order issued in connection with the HSR Filings or otherwise relating to an Antitrust Approval or other Requisite Governmental Approval, as applicable); (3) a Deemed CFIUS Order is issued with respect to any of the Transactions; or (4) any Requisite Governmental Approval is denied or rejected, the applicable Governmental Entity otherwise affirmatively declines to issue such Requisite Governmental Approval, or any applicable period during which the applicable Governmental Entity is required to act upon such Requisite Governmental Approval shall have expired without such Governmental Entity issuing such Requisite Governmental Approval; provided that the right to terminate this Agreement under this Section 9.1(a)(ii)(B) shall not be available to any Party whose failure or whose Affiliate’s failure to perform any covenant or obligation under this Agreement has been the primary cause of or has primarily resulted in such Order, a Deemed CFIUS Order or failure of such Requisite Governmental Approval, as applicable; or (C) as a result of an Action commenced by MTI or any of its Affiliates against the Seller Parent, any other Seller, the Buyer Parent, any other Buyer, or any of their respective Affiliates based upon claims arising out of any MTI Agreement, the Transactions are, pursuant to an Order by a Governmental Entity of competent jurisdiction, enjoined from closing (a “MTI Restraint”) and such MTI Restraint remains in effect as of the Outside Date; (iii) by the Company Buyer Parent, upon written notice to the Seller Parent if the Seller Parent (or any other Seller) shall have breached or failed to perform any of its representations, warranties, covenants, obligations or other agreements contained in this Agreement, and such breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8.2(a) or Section 8.2(b) and (B) is not cured prior to the Outside Date; provided each Purchaser with that the Company’s wire instructions on Buyer Parent shall not have the Company’s letterhead signed by the Company’s chief executive officer right to terminate this Agreement pursuant to this Section 9.1(a)(iii) if it (or chief financial officerany other Buyer) is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement; (iv) a copy of by the irrevocable instructions Seller Parent, upon written notice to the Transfer Agent instructing Buyer Parent if the Transfer Agent Buyer Parent (or any other Buyer) shall have breached or failed to establish via the direct registration system a book-entry notation for that number perform any of Shares equal its representations, warranties, covenants, obligations or other agreements contained in this Agreement, and such breach or failure to such Purchaser’s Subscription Amount applicable perform (A) would give rise to the Shares divided by failure of a condition set forth in Section 8.3(a) or Section 8.3(b) and (B) is not cured prior to the Per Share Purchase Price and registered Outside Date; provided that the Seller Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(a)(iv) if it (or any other Seller) is then in the name material breach of such Purchaser (minus the number any of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrantsits representations, if applicable)warranties, covenants or agreements set forth in this Agreement; (v) by the Seller Parent, if applicable(A) all of the conditions set forth in Section 8.1 and Section 8.2 (other than those conditions that by their nature are to be satisfied by actions taken at the First Closing and those conditions that have not been satisfied as a result of the breach of this Agreement by the Buyer Parent or any of its Affiliates) have been satisfied or properly waived, for each Purchaser (B) the Seller Parent has irrevocably confirmed in writing to the Buyer Parent that (1) all of Pre-Funded Warrants the conditions set forth in Section 8.3 (other than those conditions that by their nature are to be satisfied by actions taken at the First Closing) have been satisfied or have been waived by the Seller Parent and (2) the Seller Parent is prepared to consummate the First Closing, and (C) the Buyer Parent fails to consummate the First Closing within two (2) Business Days after the date the First Closing should have occurred pursuant to Section 2.12.5; provided that for the avoidance of doubt, a Pre-Funded Warrant registered in during such two (2) Business Day period following the name of such Purchaser to purchase up to a number of shares of Common Stock equal to date on which the portion of such Purchaser’s First Closing Subscription Amount applicable should have occurred pursuant to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001Section 2.5, with an exercise price equal no Party shall be entitled to $0.001 per share of Common Stock, subject terminate this Agreement pursuant to adjustment thereinSection 9.1(a)(ii)(A); andor (vi) the Registration Rights Agreement duly executed by the Company. Buyer Parent, if (viiA) all of the Lock-Up Agreements; and conditions set forth in Section 8.1 and Section 8.3 (viii) the Registration Rights Agreement duly executed other than those conditions that by the Company (b) On or prior their nature are to be satisfied by actions taken at the First Closing Dateand those conditions that have not been satisfied as a result of the breach of this Agreement by the Seller Parent or any of its Affiliates) have been satisfied or properly waived, each Purchaser shall deliver or cause (B) the Buyer Parent has irrevocably confirmed in writing to the Seller Parent that (1) all of the conditions set forth in Section 8.2 (other than those conditions that by their nature are to be delivered satisfied by actions taken at the First Closing) have been satisfied or have been waived by the Buyer Parent and (2) the Buyer Parent is prepared to consummate the Company First Closing, and (C) the following: Seller Parent fails to consummate the First Closing within two (i2) Business Days after the date the First Closing should have occurred pursuant to Section 2.5; provided that for the avoidance of doubt, during such two (2) Business Day period following the date on which the First Closing should have occurred pursuant to Section 2.5, no Party shall be entitled to terminate this Agreement duly executed by such Purchaser; (ii) pursuant to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserSection 9.1(a)(ii)(A).

First Closing. Upon the terms and subject to the conditions set forth in this Agreement, the initial closing (the First Closing ) shall take place as soon as practicable, but in no event later than ten (10) Business Days after the satisfaction of the conditions set forth in Section 5.1 and Section 6.1 (or such other time as the Parties may agree) (the First Closing Date ). At the First Closing, the following shall occur: (a) On or prior to the First Closing DateCompany shall file a Certificate of Designation with the Secretary of State for the State of Delaware substantially in the form of Attachment I hereto that establishes the powers, preferences and special rights of the Series A Convertible Preferred Stock (the Series A Certificate of Designation ); (b) the Company shall file a Certificate of Designation with the Secretary of State for the State of Delaware in the form of Attachment II hereto that establishes the powers, preferences and special rights of the Series B Convertible Preferred Stock (the Series B Certificate of Designation , and together with the Series A Certificate of Designation, the Certificates of Designation ); (c) the Company and the Purchaser shall enter into a Joint Development Agreement, in the form attached hereto as Exhibit A (the Joint Development Agreement ); (d) in exchange for entering into the Joint Development Agreement, the Company shall issue to the Purchaser, and the Purchaser shall accept, such number of shares of Series A-0 Preferred equal to a 3% Ownership Interest; (e) the Company and the Purchaser shall execute and deliver or cause to be delivered to each the Cross Licensing and Intellectual Property Agreement, in the form attached hereto as Exhibit B (the Cross Licensing Agreement ); (f) the Company and the Purchaser shall execute and deliver the following:Investor Rights Agreement, in the form attached hereto as Exhibit C (the Investor Rights Agreement ); (g) the Company and the Purchaser shall execute and deliver the Registration Rights Agreement, in the form attached hereto as Exhibit D (the Registration Rights Agreement ); (h) the Company and the Purchaser shall execute and deliver the Standstill Agreement, in the form attached hereto as Exhibit E (the Standstill Agreement ); (i) this Agreement duly executed by the CompanyCompany shall deliver an opinion of counsel to the Company substantially in the form of Exhibit F hereto (the Opinion of Counsel ) applicable to the First Closing; (iij) a legal opinion of the Company Counsel, directed to and the PurchasersPurchaser shall execute and deliver the Patent Assignment Agreement, in the form and substance reasonably acceptable to the Purchasersattached hereto as Exhibit H ( Patent Assignment Agreement ); (iiik) the President of the Company shall deliver to the Purchaser at the First Closing a certificate certifying that the conditions specified in Section 5.1(a) and Section 5.1(b) have been fulfilled; (l) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) reserve a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the sufficient number of shares of Common Stock issuable upon exercise to account for the conversion of such Purchaser’s Pre-Funded Warrants, if applicableall of the outstanding Series A Preferred (taking into account the First Closing); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vim) the Registration Rights Agreement duly executed by Company and the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall execute and deliver any other documents, certificates and agreements necessary or cause desirable to be delivered to accomplish the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserforegoing.

First Closing. The first closing of the sale and purchase of the shares of Series F Preferred Stock under this Agreement (the “First Closing”) shall take place at the offices of F▇▇▇▇ H▇▇▇ llp, Seaport World Trade Center West, 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, simultaneously with the execution and delivery of this Agreement. At the First Closing: (a) On or the Corporation shall execute and deliver to the Purchasers, and the Purchasers shall execute and deliver to the Corporation (by means of the financing signature page in the form attached hereto as Exhibit C (the “Purchaser Signature Page”), the Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit D (the “Registration Rights Agreement”); (b) the Corporation shall execute and deliver to the Purchasers, and the Purchasers shall execute and deliver to the Corporation (by means of the Purchaser Signature Page), the Stockholders Agreement in the form attached hereto as Exhibit E (the “Stockholders Agreement” and, together with the Registration Rights Agreement, the “Related Agreements”); (c) each of the Trustees of Tufts University (“Tufts”), W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (“Bachovchin”) and Stone Life Sciences Holdings, Ltd. (“Stone Life”) shall have executed and delivered the Related Agreements and such other documents consistent with the terms hereof as they shall reasonably request; (d) the Corporation shall deliver to the Purchasers (i) a long form certificate of good standing of the Corporation certified by the Secretary of State of the State of Delaware and (ii) a certificate as to the due qualification of the Corporation as a foreign corporation in The Commonwealth of Massachusetts certified by the Secretary of State of The Commonwealth of Massachusetts, each dated not more than forty-five (45) days prior to the First Closing Date, Closing; (e) the Company Corporation shall deliver or cause to be delivered the Purchasers the Certificate of Incorporation as in effect on the date hereof, certified by the Secretary of State of the State of Delaware as of the most recent practicable date; (f) the Corporation shall deliver to each Purchaser the following: Purchasers a Certificate of the Secretary of the Corporation attesting as to (i) this Agreement duly executed by the Company; Bylaws of the Corporation as in effect on the date hereof, (ii) a legal opinion the signatures and titles of Company Counselthe officers of the Corporation executing this Agreement, directed the Related Agreements or any certificate to be executed and delivered by the PurchasersCorporation at the First Closing pursuant to this Section 2.1, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser resolutions of the Board of Directors and stockholders of the Corporation authorizing and approving the adoption of the Certificate of Incorporation, and all matters in connection with this Agreement and the Company’s wire instructions on Related Agreements, and the Company’s letterhead signed by the Company’s chief executive officer or chief financial officertransactions contemplated hereby and thereby; (ivg) a copy F▇▇▇▇ H▇▇▇ llp, counsel for the Corporation, shall deliver to the Purchasers an opinion, dated as of the irrevocable instructions date hereof, in substantially the form attached hereto as Exhibit F; (h) the Corporation shall deliver to each Purchaser a certificate for the Transfer Agent instructing shares of Series F Preferred Stock purchased by such Purchaser at the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and First Closing, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vii) each Purchaser shall pay to the Registration Rights Agreement duly executed Corporation, by wire transfer of immediately available funds, by check, or by conversion of the Company. (vii) outstanding principal amount and any accrued interest of any promissory note of the Lock-Up Agreements; and (viii) Corporation held by such Purchaser, as indicated on the Registration Rights Agreement duly executed Schedule of Purchasers, the aggregate purchase price for the shares of Series F Preferred Stock being purchased by such Purchaser at the Company (b) On First Closing. In the event that payment by a Purchaser is made, in whole or prior in part, by conversion of the outstanding principal amount and any accrued interest of any promissory note of the Corporation held by such Purchaser, then such Purchaser shall surrender to the Corporation for conversion at the First Closing Dateany such promissory note. The First Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until each Purchaser shall deliver or cause to be delivered listed on the Schedule of Purchasers has tendered to the Company Corporation the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserpayment indicated thereon.

First Closing. (a) On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicableInvestor Member shall, for each Purchaser Facility that is to become part of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to Portfolio on the First Closing Date, make the Investor Member's First Capital Contribution to the capital of the Company and the Managing Member shall, for each Purchaser Facility that is to become part of the Portfolio on the First Closing Date, be deemed to have made the Managing Member's First Capital Contribution to the capital of the Company. A Facility shall deliver become part of the Portfolio as a result of the Managing Member, or cause an Affiliate of the Managing Member, (i)(A) transferring 81% of its ownership interests in the entity holding title to, or a ground lessee's interest in, such Facility (such entity being the "FACILITY OWNER") to be delivered AL Funding Inc. and/or AL Subfunding LLC (together, "AL FUNDING") and arranging for such Facility Owner to enter into a Lease Transaction with the Company or a wholly-owned limited liability company subsidiary of the Company or (B) transferring its fee interest in the Rochester Facility to Sunrise Rochester Assisted Living, LLC (which, upon such transfer shall become a Facility Owner for all purposes hereunder) and arranging for such Facility Owner to enter into a Lease Transaction with the Company or a wholly-owned subsidiary of the Company, (ii) transferring to the Company the following: reserves for FF&E and capital improvements held by the Managing Member for each Facility, which reserves equal $100 per unit and (iii) causing the Facility Owner to use the initial payment made by the Company to a Facility Owner under the Lease Transaction to satisfy certain debt obligations associated with the Facilities. As a condition to the contribution by the Investor Member of the Investor Member's First Capital Contribution to the capital of the Company, the Investor Member requires that the Company direct the Managing Member to make (or to arrange for its Affiliates to make) the transfers described in clauses (i) this Agreement duly executed by such Purchaser; and (ii) of the immediately preceding sentence, and the Company does hereby direct the Managing Member to make such transfers. The Members agree that no Facility shall become part of the Portfolio on the First Closing Date unless on such date such Facility is or becomes subject to Lease Financing in an amount not less than the amount for such Facility specified in Schedule 2 hereto and the terms of which are satisfactory to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserInvestor Member.

First Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) On The Company and each Guarantor (as applicable) shall have executed and delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Credit Parties shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Credit Parties shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Credit Parties at or prior to the First Closing Date, . (c) The Buyer shall have received an opinion of counsel from counsel to the Company Credit Parties in a form satisfactory to the Buyer and its counsel. (d) The Credit Parties shall deliver or cause to be have executed and delivered to each Purchaser Buyer a closing certificate, certified as true, complete and correct by an officer of the following: Credit Parties, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) this Agreement duly executed by a true copy of a certificate of good standing evidencing the Company; formation and good standing of the Credit Parties from the secretary of state (or comparable office) from the jurisdiction in which the each Credit Party is formed; (ii) a legal opinion the Credit Parties’ Organizational Documents; (iii) copies of Company Counsel, directed to the Purchasersresolutions of the board of directors of the Credit Parties as adopted by the Credit Parties’ board of directors or managers, in a form acceptable to Buyer; and substance (iv) copies of the resolutions adopted by the shareholders or members of the Credit Parties, as applicable, as in a form acceptable to Buyer. (e) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (f) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Credit Parties, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Purchasers; (iii) the Company shall have provided each Purchaser Credit Parties, under their present name and any previous names, as debtors, together with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name copies of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Companyfinancing statements. (viig) The Credit Parties shall have executed such other agreements, certificates, confirmations or resolutions as the Lock-Up Agreements; and (viii) Buyer may reasonably require to consummate the Registration Rights Agreement duly executed transactions contemplated by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserBuyer.

First Closing. 4.1 Closing for the allotment and issue of the First Tranche Subscription Shares shall (or shall be deemed to) take place on the First Closing Date at the registered office of the Company (or such other venue as the Parties may agree in writing) whereupon: 4.1.1 A*ccelerate shall provide written confirmation of the contribution of the A*ccelerate First Tranche Subscription Amount and AIHL shall provide documentary evidence that it had contributed the AIHL First Tranche Subscription Amount in such manner to be agreed between them; and 4.1.2 against compliance by A*ccelerate and AIHL of their respective obligations under Clause 4.1.1, the Company shall cause the following actions to be undertaken: (a) On or prior to file with ACRA a notice of allotment in respect of the allotment and issue of the First Tranche Subscription Shares, and enter in the Company’s register of allotment respectively reflecting the Subscribers as the registered holders of the First Tranche Subscription Shares respectively; (b) file with ACRA a notice of appointment as directors in respect of the appointment of the NEW AIHL Directors, and enter in the Company’s register of directors reflecting the NEW AIHL Directors as Directors with effect as of the First Closing Date; and (c) deliver, within ten (10) Business Days from the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, Subscribers the original share certificates in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy respect of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of First Tranche Subscription Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered issued in the name of the Subscribers respectively together with a certified copy of the Company’s electronic register of members reflecting the Subscribers as holders of the First Tranche Subscription Shares. 4.2 The Parties shall do all such Purchaser (minus the number of shares of Common Stock issuable upon exercise of acts and things and execute all such Purchaser’s Pre-Funded Warrantsdocuments, if applicable); (v) if applicableas they are reasonably required to do, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal give effect to the portion issuance and allotment of such Purchaser’s the First Tranche Shares as contemplated under this Agreement. 4.3 The obligations of each of the Contributing Subscribers in Clause 4.1 are interdependent and shall be deemed to have occurred simultaneously. The First Closing Subscription Amount applicable to Pre-Funded Warrants divided by shall not occur unless all of the Per Share Purchase Price minus $0.001, obligations contained in Clause 4.1 are complied with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Companyand are fully effective. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The obligation of each Buyer hereunder to purchase its Initial Preferred Shares and accompanying Warrants at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) On The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly delivered to such Buyer such aggregate number of (i) Initial Preferred Shares as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers, (ii) a Warrant initially exercisable for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers and (iii) Commitment Shares as is set forth across from such Buyer’s name in column (6) of the Schedule of Buyers, as being purchased by such Buyer at the First Closing pursuant to this Agreement; provided, however, the parties agree that no delay in the acceptance of the Certificate of Designations by the Secretary of State of the State Nevada shall cause the conditions set forth in this Section 7(a)(i) to not be satisfied and this Section 7(a)(i) shall be deemed satisfied so long as the Certificate of Designations has been submitted to (and not rejected by) the Secretary of State of the State of Nevada and the Company has given irrevocable instructions to the Transfer Agent to issue the Initial Preferred Shares upon acceptance of the Certificate of Designations by the Secretary of State of the State of Nevada. (ii) Such Buyer shall have received the opinion of Legal Consulting, the Company’s counsel, dated as of the First Closing Date, addressed to each Buyer, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within two (2) days of the First Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Nevada Secretary of State within two (2) days of the First Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the First Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company as in effect at the First Closing. (vii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Such Buyer shall have received a certificate, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Chief Executive Officer or Chief Financial Officer of the Company;, dated as of the First Closing Date, to the foregoing effect. (iiviii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the The Company shall have provided each Purchaser with delivered to such Buyer a letter from the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus transfer agent certifying the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrantsoutstanding on the First Closing Date immediately prior to the First Closing. (ix) The Merger Agreement shall have been signed by all parties thereto. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if applicable);any, necessary for the sale of the Securities. (vxi) if applicableNo statute, for each Purchaser rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in competent jurisdiction that prohibits the name consummation of such Purchaser to purchase up to a number any of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided transactions contemplated by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; andTransaction Documents. (vixii) Since the Registration Rights Agreement duly executed date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect, provided, however, that the definition of “Material Adverse Effect” for the purpose of this clause (xii), will not include any change or effect that results from (A) changes in law or interpretations thereof, or regulatory policy or interpretation, by any Governmental Entity so long as such change does not have a disproportionate effect on the Company, (B) changes in applicable accounting rules or principles, including changes in GAAP, so long as such change does not have a disproportionate effect on the Company, (C) changes in general economic conditions, and events or conditions generally affecting the industries in which the Company operates, so long as such change does not have a disproportionate effect on the Company, or (D) national or international hostilities, acts of terror or acts of war. (xiii) Such Buyer shall have received the wire transfer instructions of the Company. (viixiv) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or prior certificates relating to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) transactions contemplated by this Agreement duly executed by as such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserBuyer or its counsel may reasonably request.

First Closing. The first closing (the “First Closing”) of the transactions contemplated by this agreement will take place at the offices of the Purchaser on December 14, 2006 (the “Date of First Closing”). At the First Closing, simultaneously with the execution and delivery of this agreement, unless otherwise indicated below or mutually agreed by the parties, the parties shall perform or procure performance of the following transactions and actions: (a) On or prior The Company, shall present to the Purchaser a written consent by EDS to sign and execute an assignment agreement, in the form of Exhibit 4(a). Notwithstanding the forgoing, such consent may be presented by the Company after the First Closing but not later than twenty one (21) days following the First Closing; (b) each of BluePhoenix Solutions USA, Inc. and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall execute and deliver an employment agreement, noncompetition agreement, and trade secret agreement, effective as of the Effective Date, in the form of Exhibit 4(c) (“Executive Agreement”); (c) the Company shall deliver or cause to the Purchaser a copy (certified as correct by the Secretary of the Company) of a minute of the board of directors of the Company approving the transaction contemplated by this Agreement and authorising the signature, execution and First Closing (as appropriate), of this Agreement and any documents ancillary to it and a copy (certified as correct by the Secretary of the Company) of the resolution of the shareholders of the Company authorizing the execution and delivery of the transactions contemplated by this Agreement; (d) the Company shall deliver (at their then current location) all the assets which are capable of transfer by delivery with the intent that legal and beneficial ownership of those assets shall pass on delivery; (e) each of the Company and Purchaser shall deposit in the Escrow Account the amount to be delivered deposited by the respective party as set forth under the Escrow Agreement. Notwithstanding the forgoing, the parties shall make such deposit within three (3) business days follwoing the date of the First Closing; (f) the Company shall deliver to each the Purchaser or such person as the followingPurchaser may nominate: (i) this duly executed assignments in the agreed form of all the Intellectual Property and all documents of title relating to the Intellectual Property; (ii) the originals of any Contracts; (iii) duly executed approvals, consents or agreements to the assignment or novation of the Contracts; (iv) all documents of title and registration documents relating to the fixed plant, the loose plant and equipment, the leased assets; (v) duly executed releases or certificates of non-crystallisation as required by the Purchaser in respect of all encumbrances over the assets; (vi) such duly executed transfers and assignments as the Purchaser may require to vest in the Purchaser full title to and of the other assets and rights to be sold; and (vii) Counterparts of the Escrow Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the CompanyRepresentative. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The Company understands that the Buyer's obligation to purchase the Initial Shares and acquire the Initial Repricing Rights and the Warrants from the Company pursuant to this Agreement on the Closing Date is conditioned upon the satisfaction of the following conditions precedent on or before the Closing Date (aany or all of which may be waived by the Buyer in its sole discretion): (1) On or prior Delivery by the Company to the First Escrow Agent of the certificates for the Initial Shares and the Warrants in accordance with this Agreement; (2) Delivery by the Company to the Repricing Escrow Agent of the number of Escrow Shares required to be so delivered in accordance with this Agreement and the Escrow Agreement and receipt by the Buyer of written confirmation thereof; (3) The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and receipt by the Buyer of a certificate, dated the Closing Date, of the Chief Executive Officer or the Chief Financial Officer of the Company shall deliver or cause to be delivered to each Purchaser confirming such matters and such other matters as the following: (i) this Agreement duly executed by the CompanyBuyer may reasonably request; (ii4) The receipt by the Buyer of a legal opinion certificate, dated the Closing Date, of the Secretary of the Company Counselcertifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, directed (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the Purchasers, in form transactions contemplated hereby and substance (C) such other matters as reasonably acceptable to requested by the PurchasersBuyer; (iii5) the Company The Escrow Agent shall have provided each Purchaser with executed and delivered the Company’s wire instructions on Escrow Agreement in the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerform attached hereto as Annex III; (iv6) a copy of Aura shall have executed and delivered the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered Parent Company Agreement in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment thereinform attached hereto as Annex V; and (vi7) the Registration Rights Agreement duly executed Receipt by the Company. (vii) Buyer on the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by Closing Date of an opinion of ▇▇▇▇▇ & Associates, counsel for the Company (b) On or prior to , dated the First Closing Date, each Purchaser shall deliver or cause to be delivered in form, scope and substance reasonably satisfactory to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) Buyer, to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified effect set forth in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserAnnex VIIattached hereto.

First Closing. On the First Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, a number of shares Preferred Stock equal to such Purchaser’s Subscription Amount as to the First Closing as set forth on the signature page hereto executed by such Purchaser divided by the Per Share Purchase Price. The aggregate Subscription Amount of the Purchasers as to the First Closing shall be $5,000,000, and the aggregate Stated Value of the shares of Preferred Stock issued at the First Closing shall be equal to $5,882,352.94. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to its Subscription Amount as to the First Closing, and the Company shall deliver to each Purchaser its respective shares of Preferred Stock, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the First Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall take place remotely by electronic transfer of the First Closing documentation. The Company covenants that, if the Purchaser delivers a Notice of Conversion (aas defined in the Certificate of Determination) On or prior to convert any shares of Preferred Stock between the date hereof and the First Closing Date, the Company shall deliver Conversion Shares to the Purchaser on the First Closing Date in connection with such Notice of Conversion. Additionally, in the event that the First Closing Date is not on or cause before the 2nd Trading Day following the date hereof, thereafter and prior to be delivered to the First Closing Date each Purchaser the following: (i) this Agreement duly executed in its sole discretion and by the Company; (ii) a legal opinion of Company Counsel, directed written notice to the PurchasersCompany (each such notice, an “Advanced Closing Notice”), may elect to purchase, in form and substance reasonably acceptable lieu of some or all of the shares of Preferred Stock, the Conversion Shares underlying such shares of Preferred Stock otherwise issuable hereunder at the First Closing at the Adjusted Conversion Price (such Conversion Shares, “Advanced Conversion Shares”); provided, however, that, to the Purchasers; extent that the Advanced Conversion Shares issuable in connection with an Advanced Closing Notice would other cause a Purchaser (iii) the Company shall have provided each Purchaser together with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) to beneficially own in excess of the Shares divided Beneficial Ownership Limitation (as defined below), such Advanced Closing Notice shall be automatically and without further action by the Per Share Purchase Price and registered in Company or the name of Purchaser be reduced such that the Advanced Conversion Shares issuable to such Purchaser (minus do not exceed the Beneficial Ownership Limitation. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal outstanding immediately after giving effect to the portion issuance of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to Securities on the First Closing Date. Upon receipt of an Accelerated Closing Notice, each the Purchaser shall deliver or cause to be delivered to the applicable Subscription Amount and the Company shall deliver the following: (i) this Agreement duly executed by such Purchaser; (ii) applicable Advanced Conversion Shares on the 2nd Trading Day following receipt of the Advanced Closing Notice. Delivery of the Advanced Conversion Shares shall otherwise be made pursuant to terms of Section 6 of the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserCertificate of Determination.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) On or prior the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the trading day before the First Closing Date, the Company Corporation shall deliver or cause have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at the close of business on the trading day before the First Closing Date, the Corporation shall have delivered to each Purchaser the following:Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (d) at least two (2) trading days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing; (e) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (f) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding amount owed on the Promissory Note; (g) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (h) all necessary regulatory and CSE approvals (if any) required for the entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (i) this Agreement duly executed by before or on the CompanyFirst Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (iij) before or on the First Closing Date, a Share Lending Agreement shall have been entered into with respect to 150% of the Debentures to be issued in the First Closing and of the Debentures represented by the Commitment Note; (k) the sale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (l) delivery of a legal opinion of Company Counsel, directed dated the First Closing Date from the Corporation’s counsel as to the Purchasersconditions set out in items (h) and (k) above (for clarity, excluding (j)), in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iiii) the Company representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have provided each Purchaser been complied with the Company’s wire instructions on the Company’s letterhead signed or performed by the Company’s chief executive officer Investor, in all material respects, on or chief financial officerbefore the First Closing Date; (ivn) a copy (i) the representations, warranties and certifications of the irrevocable instructions Corporation addressed to the Transfer Agent instructing Investor in this Subscription Agreement, including in any other document delivered to the Transfer Agent to establish via Investor in connection with the direct registration system a book-entry notation for that number Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of Shares equal to such Purchaser’s Subscription Amount the Corporation (as applicable to the Shares divided First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Per Share Purchase Price and registered Corporation, in all material respects, on or before the First Closing Date; (o) no order ceasing or suspending trading in the name Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (p) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (m) or (n), as applicable, has been satisfied; (q) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (r) there shall not exist any Event of Default that remains uncured; (s) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (t) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitments Fees, to be satisfied by the issuance of the Commitment Note by the Corporation to the Investor in connection with the First Closing; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such Purchaser payment shall occur by way of set-off against (minus i.e., deduction from) the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantsSubscription Amount payable by the Investor to the Corporation in connection with the First Closing; (u) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on March 29, if applicable2019 (the Outside Date);; and (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to the Consolidation shall have been completed in accordance with Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company7.1(u). (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. i. The obligations of KiOR to sell the Shares, and of Purchaser to purchase the Shares are subject to the fulfillment, on or before the First Closing, of each of the following conditions: (a) On or prior the notifications of Purchaser and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; (b) consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law; (c) KiOR shall have received, or will receive concurrently with the First Closing DateClosing, aggregate cash proceeds, including up to $50,000,000 in commitments therefor (which commitments shall not be subject to any conditions in the control of the committing party), of at least $100,000,000 from one or more offerings, private placements or other financing transactions, including (i) the amounts paid or payable for the Shares hereunder and (ii) the amounts paid or committed to be paid (subject to the above limitations) pursuant to the Convertible Debt Agreement. ii. The obligations of KiOR to sell the Shares are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) Purchaser shall have delivered to KiOR an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby; and (b) Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the amount set forth opposite Purchaser’s name under the heading “Aggregate Purchase Price” on Exhibit A for the Shares being purchased at the First Closing. iii. The obligations of Purchaser to purchase the Shares are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by Purchaser: (a) the Company shall deliver or cause to be have delivered to each Purchaser the following:an executed original of this Agreement; (ib) the Company shall have delivered to Purchaser certified copies of resolutions of the Company’s Board of Directors evidencing approval of this Agreement duly executed Agreement, the transactions contemplated hereunder and other transactions evidenced by the Transaction Documents; (c) the Company shall have delivered to Purchaser certified copies of the Certificate of Incorporation and the Bylaws, each as amended through the First Closing, of the Company; (iid) the Company shall have delivered to Purchaser a legal opinion certificate of good standing for the Company Counselfrom its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of the First Closing; (f) the Company shall have performed and complied with any covenants, directed agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the PurchasersCompany on or before the First Closing; (g) the Chief Executive Officer of KiOR shall deliver to Purchaser at the First Closing a certificate certifying that the conditions specified in Sections 3.1(A)(i)(c), 3.1(A)(iii)(e) and 3.1(A)(iii)(f) have been fulfilled; (h) KiOR shall have received all consents, authorizations or approvals referred to in Schedule 4.3, in form and substance reasonably acceptable satisfactory to KiOR and Purchaser, and no such consent, authorization or approval shall have been revoked. (i) the PurchasersCompany shall have taken all action necessary to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover statute or similar federal or state law, including Section 203 of the Delaware General Corporation Law, inapplicable to this Agreement and the transactions contemplated by hereby, including, without limitation, the purchase and sale of the Shares, the grant herein of the Option Right and the purchase and sale of Shares in connection with the exercise thereof, and the grant herein of preemptive rights and the purchase and sale of equity of KiOR in connection with the exercise thereof; (iiij) the Company’s counsel, WilmerHale, shall have delivered a legal opinion to the Purchaser in a form to be mutually agreed by the Purchaser and the Company; (k) trading in the common stock of KiOR shall not have been suspended by the SEC or any Permitted Exchange at any time since the date of execution of this Agreement, and the common stock of KiOR shall have been at all times since such date listed for trading on a Permitted Exchange; (l) KiOR shall have executed and delivered the Registration Rights Agreement to the Purchaser; and (m) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy evidence of the irrevocable instructions filing of Listing of Additional Shares Notification Form with NASDAQ with respect to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Class A Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to be issued at the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserClosing.

First Closing. The obligation of the Buyer hereunder to purchase the Convertible Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) On The Company shall have executed the Transaction Documents applicable to the First Closing and delivered the same to the Buyer. (b) Trading in the Common Stock on the Primary Trading Market shall not have been suspended for any reason, nor shall suspension have been threatened, as of the First Closing Date, either: (i) in writing by the SEC or the Principal Trading Market; or (ii) by falling below the minimum listing maintenance requirements of the Principal Trading Market. If required by the Principal Trading Market, all the Conversion Shares issuable upon the conversion of the Convertible Debentures and Warrant Shares issuable upon exercise of the Warrants shall be approved for listing or trading on the Primary Trading Market. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the First Closing Date (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. (d) The Company shall have executed and delivered to the Buyer (or its designees, as applicable) the Convertible Debentures, Warrants and Compensation Stock applicable to the First Closing. (e) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer. (f) The Company shall deliver have provided to the Buyer a true copy of a certificate of good standing evidencing the formation and good standing of the Company from the secretary of state (or cause to be comparable office) from the jurisdiction in which the Company is incorporated, as of a date within ten (10) days of the First Closing Date. (g) The Company shall have delivered to the Buyer a certificate, executed by the Secretary or other officer of the Company and dated as of the First Closing Date, confirming: (i) the matters set forth in Section 10.1(c) hereof; (ii) that resolutions consistent with Section 6.3 above have been adopted by the Company's board of directors in a form reasonably acceptable to Buyer; (iii) the Certificate of Incorporation; and (iv) the Bylaws, each Purchaser as in effect at the following:First Closing Date. (h) The Company shall have provided to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company's independent certified public accountants as to its ability to provide all consents required in order to file a registration statement in connection with this transaction. (i) this Agreement duly executed by The Company shall have created the Company;Share Reserve. (iij) a legal opinion of Company Counsel, directed to the PurchasersThe Irrevocable Transfer Agent Instructions, in form and substance reasonably acceptable satisfactory to the Purchasers; (iii) the Company Buyer, shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be been delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified and acknowledged in writing by the Company; and's transfer agent. (iiik) The Company shall have provided to Buyer evidence satisfactory to Buyer that voting agreements or other agreements shall be in place and effective to appoint and elect designees of Buyer to the Registration Rights Agreement duly executed by such PurchaserCompany's board of directors in accordance with Section 7.12 above. (l) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.

First Closing. Subject to the conditions set forth in Section 6 below, the closing of the purchase and sale of the First Closing Shares (the "First Closing") shall take place on the date of execution and delivery of this Agreement (the "First Closing Date") at the offices of Cadwalader, Wick▇▇▇▇▇▇ & ▇aft, ▇▇0 ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. ▇▇ ▇▇▇ First Closing Date: (a) On each Investor other than the Sprout Shareholders will (i) contribute to the capital of the Company all of such Investor's right, title and interest in and to the Partnership (each a "Partnership Interest") and/or (ii) pay the Company such amounts, in immediately available funds (other than Reid, ▇▇o will pay by secured note), as is set forth next to such Investor's name on Schedule 1.1 under the heading "Assets Contributed" with respect to First Closing Shares, and upon receipt of such Partnership Interests and/or funds or secured note, the Company shall deliver to each such Investor share certificates representing the First Closing Shares thereby purchased by such Investor, duly registered in the name of the applicable Investor; (b) each of the Sprout Shareholders, as the owners of all of the issued and outstanding stock of Sprout (the "Sprout Shares"), will contribute to the capital of the Company (c) the Company and the Investors shall enter into the Shareholders' Agreement; (d) the Company and Sprout, as the sole partners of the Partnership, shall amend and restate the 1995 Partnership Agreement pursuant to the Amended and Restated Partnership Agreement of the Partnership dated as of the date hereof (as so amended and restated, the "Partnership Agreement"); and (e) the options to purchase interests in the Partnership or rights to receive options to purchase interests in the Partnership issued or reserved for issuance immediately prior to the First Closing Dateshall convert to options to purchase 6,561,800 shares of Series A Common Stock of the Company, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) par value $.01 per share. The execution and delivery of this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to simultaneous in that neither the Company the following: (i) execution and delivery of this Agreement duly executed nor any event required by such Purchaser; (ii) the terms of this Agreement to occur at the Company, such Purchaser’s First Closing Subscription Amount by wire transfer shall be deemed to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by have occurred until such Purchaserexecution and delivery and all such events shall have occurred and when such execution and delivery and all such events have occurred, they shall be deemed to have occurred simultaneously.

First Closing. (a) On CONDITIONS TO EACH PURCHASER'S OBLIGATIONS. The obligation of each Purchaser to consummate the First Closing is further subject to the satisfaction, at or prior to the First Closing Date, of the Company shall deliver or cause to be delivered to each Purchaser the followingfollowing additional conditions: (ia) The representations and warranties of the Issuer contained herein that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects on and as of the First Closing Date and the representations and warranties of the Issuer contained herein that are not so qualified shall be true and correct in all material respects on and as of the First Closing Date, in each case as if made on and as of such date; the Issuer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement duly executed to be performed or complied with by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On it at or prior to the First Closing Date, each ; and such Purchaser shall deliver or cause to be delivered have received a certificate dated the First Closing Date signed by an authorized officer of the Issuer to the Company the following: (i) this Agreement duly executed by such Purchaserforegoing effect; (iib) The Certificate of Designation shall have been filed with the Division of Corporations and Commercial Code of the State of Utah in accordance with the law of the State of Utah; (c) The Registration Rights Agreement shall have been executed and delivered by the parties thereto and be in full force and effect; (d) Each Purchaser shall have received opinions, dated the First Closing Date, of counsel to the CompanyIssuer, addressing such Purchaser’s matters as shall be reasonably requested by the Purchasers; (e) No action, suit, investigation, litigation or proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the First Closing Subscription Amount or which could have an adverse affect on the ability of the Issuer to perform its obligations under this Agreement shall have been instituted by wire transfer any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and be pending; (f) Each Purchaser shall have received all documents reasonably requested by it relating to the account specified existence of Issuer, the corporate authority for Issuer entering into, and the validity of, this Agreement, the Certificate of Designation, and the Series D Shares, all in writing by the Companyform and substance reasonably satisfactory to it; and (iiig) The Issuer shall have received all consents and waivers by third parties that are required for the Registration Rights Agreement duly executed by such Purchaserissuance of the Securities and the consummation of the transactions contemplated hereby on terms reasonably satisfactory to Purchaser (including (i) waivers of all shareholders' contractual or other preemptive and similar rights, and (ii) any consents required in order that the transactions contemplated hereby do not constitute a breach of, a default under, or a termination or modification of any material agreement to which the Issuer or any Subsidiary is a party or to which any portion of the property of the Issuer or any Subsidiary is subject).

First Closing. (a) On The obligation of each Buyer hereunder to pay the Purchase Price for its Preferred Shares to the Company or prior Lead Buyer Counsel, as applicable, at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company shall deliver or cause to be delivered to each Purchaser the followingwith prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such aggregate number of shares of Series D Preferred Stock in certificated form at the First Closing as set forth across from such Buyer’s name in column (3) of the Schedule of Buyers as being purchased by such Buyer at the First Closing pursuant to this Agreement Agreement. (ii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of such Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to such Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company;, dated as of such Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in form and substance acceptable to the Company and the Lead Buyer’s Counsel. (iiiii) a legal opinion Such Buyer shall have received the opinion(s) of Company CounselCompany’s counsel, directed to the Purchasersdated as of such Closing Date, in form and substance reasonably acceptable to the Purchasers;Company and the Lead Buyer’s Counsel. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in Wyoming issued by the Secretary of State (or comparable office) of Wyoming as of a date within two (2) days of such Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of each Subsidiary in the respective jurisdiction in which it is formed, which certificate shall be issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within two (2) days of such Closing Date. (vi) The Company shall have delivered to such Buyer copies of the Articles of Incorporation, the Series C Certificate of Designation, the Series D Certificate of Designation and the Company’s other certificates of designations for any other previously designated shares of Preferred Stock, each certified or presented for filing, as the case may be, by the Secretary of State of the State of Wyoming, within two (2) days of such Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, in form and substance acceptable to the Company and the Lead Buyer’s Counsel, executed by the Secretary of the Company and dated as of each Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors, which includes an acknowledgement of Section 3(i), in form and substance acceptable to the Company and the Lead Buyer’s Counsel, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at such Closing. (viii) The Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer delivered to such Buyer a letter or chief financial officer; (iv) a copy of the irrevocable instructions to register from the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus certifying the number of shares of Common Stock issuable upon exercise outstanding on such Closing Date immediately prior to such Closing. (ix) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of such Purchaser’s Pre-Funded WarrantsClosing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened (except as disclosed on Schedule 3(n)), as of such Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (x) Subject to Stockholder Approval, the Company shall have obtained all governmental, regulatory or third party consents and approvals, if applicable);any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (vxi) if applicableNo statute, for each Purchaser rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of Pre-Funded Warrants pursuant competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect. (xiii) The Company and its Subsidiaries shall have delivered to Section 2.1such Buyer such other documents, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal instruments or certificates relating to the portion of transactions contemplated by this Agreement as such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; andBuyer or its counsel may reasonably request. (vixiv) Such Buyer shall have received a letter on the Registration Rights Agreement letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company, and of Lead Buyer Counsel with respect to the First Purchase Amount as well as the Special Account and the Second Purchase Amount (the “Flow of Funds Letter”). (viixv) The Company shall have provided confirmation from the Lock-Up Agreements; and (viii) Secretary of State of the Registration Rights Agreement duly executed by State of Wyoming that each of the Company (b) On Series C Certificate of Designation and Series D Certificate of Designation has been submitted for filing with the Secretary of State of the State of Wyoming on or prior to the First such Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The obligation of each Lender hereunder to purchase the Notes and the Shares at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (a) On The Principal Borrower shall have executed and delivered to each Lender (i) the Notes (in such denominations as such Lender shall have requested prior to the First Closing) being purchased by such Lender at the First Closing pursuant to this Agreement, (ii) each of the other Transaction Documents to which it is a party (other than the Transaction Documents contemplated to be executed and delivered to the Agent pursuant to the other subsections of this Section 5.1), and (iii) certificates representing the Shares (in such denominations as such Lender shall have requested prior to the First Closing) being purchased by such Lender at the First Closing pursuant to this Agreement. (b) The Principal Borrower shall have delivered to such Lender a letter from the Principal Borrower’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the First Closing Date. (c) The Principal Borrower shall have executed and delivered to the Lenders the Registration Rights Agreement. (d) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Fee Letter and evidence satisfactory to the Agent that the Principal Borrower shall pay to the Agent on the First Closing Date all fees and other amounts (including Accelerated First Closing Interest) due and owing thereon under the Fee Letter, this Agreement and the other Transaction Documents. (e) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Security Agreement. (f) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent deposit account control agreements and securities account control agreements, in form and substance satisfactory to the Agent, executed by the applicable banks, in each case as the Agent may request. (g) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Affiliate Subordination Agreement. (h) The Agent shall have received the opinions of Outside Legal Counsel, dated the First Closing Date, in substantially the forms of Exhibit F attached hereto. (i) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Funds Flow Letter. (j) The Principal Borrower shall have delivered to the Agent a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Principal Borrower’s transfer agent. (k) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate evidencing its incorporation and good standing in its jurisdiction of incorporation issued by the Secretary of State of such jurisdiction, as of a date reasonably proximate to the First Closing Date. (l) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate evidencing its qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Principal Borrower is qualified to conduct business and failure to so qualify would cause a Material Adverse Effect, as of a date reasonably proximate to the First Closing Date. (m) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate as to the fact that no action has been taken with respect to any merger, consolidation, liquidation or dissolution of the Principal Borrower, or with respect to the sale of substantially all of its assets, nor is any such action pending or contemplated. (n) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certified copy of the Principal Borrower’s certificate or articles of incorporation, as certified by the Secretary of State of its jurisdiction of incorporation, as of a date reasonably proximate to the First Closing Date. (o) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate, executed by the secretary of the Principal Borrower and dated the First Closing Date, as to (i) the resolutions consistent with Section 7.2 as adopted by the Principal Borrower’s board of directors in a form reasonably acceptable to the Agent, (ii) the Principal Borrower’s articles or certificate of incorporation, each as in effect at the First Closing, (iii) the Principal Borrower’s bylaws, each as in effect at the First Closing, and (iv) no action having been taken by the Principal Borrower or its stockholders, directors or officers in contemplation of any amendments to items (i), (ii), or (iii) listed in this Section 5.1(o), as certified in the form attached hereto as Exhibit H. (p) The Common Stock (i) shall be designated for quotation or listed on the Principal Market and (ii) shall not have been suspended, as of the First Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the First Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (q) The Principal Borrower shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the sale of the Securities at the First Closing. (r) The Principal Borrower shall have obtained and delivered to the Agent searches of UCC filings in the jurisdictions of formation or incorporation of the Principal Borrower, the jurisdiction of the chief executive offices of the Principal Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Agent’s and Holders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (s) The Principal Borrower shall have authorized the filing of UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s sole discretion, to perfect the Agent’s and Holders’ security interest in the Collateral. (t) The Principal Borrower shall have authorized the filing of the Intellectual Property Security Agreements in the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable. (u) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent, with respect to each fee interest in real property owned by the Principal Borrower as of the First Closing Date, the following: (i) a fully executed and notarized Mortgage, in proper form for recording in all applicable jurisdictions; (ii) an opinion of counsel in the state in which such Mortgage is to be recorded with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as Agent may request, in each case in form and substance satisfactory to Agent; (A) a title insurance policy or unconditional commitment therefore issued by one or more title companies satisfactory to the Agent with respect to such mortgaged property in amounts satisfactory to the Agent, together with a title report issued by a title company with respect thereto, dated as of as of a date reasonably proximate to the First Closing Date, each in form and substance satisfactory to the Agent; and (B) evidence satisfactory to the Agent that the Principal Borrower has paid to the title company all expenses and premiums of the title company and all other sums required in connection with the issuance of each such title policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording such Mortgage in the appropriate real estate records; (iv) a flood certification with respect to such mortgaged property and evidence of flood insurance, if necessary, in each case in form and substance satisfactory to the Agent; (v) a survey of such mortgaged property, certified to the Agent and dated as of a date reasonably proximate to the First Closing Date, in form and substance satisfactory to the Agent; and (vi) such other agreements and documents relating to such Mortgage and mortgaged property as the Agent or its counsel may reasonably request. (v) The Principal Borrower shall have delivered, or caused to be delivered, to the Agent such information in form, scope and substance reasonably satisfactory to the Agent regarding environmental matters relating to all real property owned, leased, operated or used by the Principal Borrower as of the First Closing Date. (w) The Principal Borrower shall use its reasonable best efforts to have executed and delivered, or caused to be delivered, to the Agent such landlord waivers, collateral access agreements or other similar documents as the Agent may request. (x) The Principal Borrower shall have delivered, or caused to be delivered, to the Agent certificates evidencing any Pledged Equity (as defined in the Security Agreement) pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock or unit powers attached thereto. (y) The Agent shall have received a certificate from the chief financial officer of the Principal Borrower in form and substance satisfactory to the Agent, supporting the conclusions that, after giving effect to the transactions contemplated by the Transaction Documents, the Principal Borrower and each of its Subsidiaries are not Insolvent. (z) Since June 30, 2008, there shall have been no change (other than any reduction in comparable store sales) which has had or could reasonably be expected to have a Material Adverse Effect. (aa) The Agent shall have received certificates from the Principal Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to this Agreement is in full force and effect, together with endorsements naming the Agent, for the benefit of the Holders, as additional insured and lender’s loss payee thereunder. (bb) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Post-Closing Obligations Letter. (cc) The Principal Borrower shall have caused to be delivered to the Agent evidence satisfactory to the Agent that the holders of the Affiliate Notes have consented in all respects to the execution, delivery and performance of this Agreement and the other Transaction Documents, including the incurrence of Indebtedness and Liens hereunder and thereunder. (dd) The representations and warranties of the Principal Borrower shall be true and correct as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Principal Borrower shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Principal Borrower at or prior to the First Closing Date. The Agent shall have received certificates, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantsPrincipal Borrower, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to dated the First Closing Date, each Purchaser to the foregoing effect and as to such other matters as may be reasonably requested by the Agent, in the form attached hereto as Exhibit I. (ee) The Principal Borrower shall deliver or cause to be have executed and/or delivered to the Company Agent such other documents relating to the following:transactions contemplated by this Agreement as the Agent or its counsel may reasonably request. (iff) this Agreement duly executed by such Purchaser; No Event of Default (iior event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to shall have occurred and be continuing or would result from the Company, such Purchaser’s issuance of the Notes at the First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserClosing.

First Closing. (a) On Subject to and conditional upon the satisfaction or prior waiver of the applicable Closing conditions, the consummation of the purchase and sale of the First Tranche Shares (the “First Closing”) shall take place on the second Business Day after all the applicable Closing conditions to this Agreement have been satisfied or waived at 10:00 am Los Angeles time, or at such other date, time or place as the Purchaser and the Company may agree (the date and time at which the First Closing is actually held being the “First Closing Date”). The Parties need not be physically present at the First Closing and may participate telephonically. (b) At the First Closing, the Purchaser shall pay the Company $200,000 of the Purchase Price. $100,000 of such amount shall be immediately deposited into the Company’s Citizens Bank Account No. 1403508094 (the “Current Bank Account”) and used solely by the Company to satisfy accrued and outstanding liabilities of the Company as of the First Closing Date. The authorized signatory of the Current Bank Account (the “Authorized Signatory”) may not be changed after the First Closing until the Second Closing, during which time period the Authorized Signatory shall have full and irrevocable authority to satisfy all such liabilities. The Company shall provide the Purchaser one Business Day preceding the First Closing a schedule of the estimated liabilities to be paid, indicating the payees, amounts and dates of payment, but such schedule shall not be conclusive but just a good faith estimate. (c) The $100,000 balance of the consideration for the First Tranche Shares shall be deposited into a second Company bank account at an institution of the Purchaser’s choosing (the “New Bank Account”) with a signatory designated solely by the Purchaser and be used for working capital purposes that include, but are not limited to, operating expenses, accounting, legal, transfer agent, taxes, regulatory, proxy solicitation, distribution of proxy and information statements, and any other expenses necessary to maintain listing of the Company on the OTC Pink tier and other necessary costs to maintain the operations of the Company as a shell company that complies with all SEC, FINRA, OTC and other regulatory requirements, and to cover all expenses of the Company, the Purchaser, the Principal Stockholders and the Representative associated with the consummation of the transactions contemplated by this Agreement and the Ancillary Documents (the “Transactions”), including all legal, regulatory and accounting fees and related expenses (collectively, the “Purchaser Expenses”). The Company shall commence paying Purchaser Expenses on the First Closing Date. (d) At the First Closing, the Purchaser shall also deposit the remainder of the Purchase Price (“Escrow Funds”) into an escrow account (“Escrow”) with S▇▇▇▇▇ Seurities, as escrow agent (the “Escrow Agent”) pursuant to the Escrow Agreement attached hereto as Exhibit B, to be released at the Second Closing or as otherwise provided in this Agreement The Escrow Funds may not be released from Escrow without the signature of the Company (as controlled by Purchaser) and the M▇▇▇▇▇▇ ▇▇▇▇▇, as representative of the Principal Stockholders (the “Representative”). (e) In the event the funds retained in the Current Bank Account as of the First Closing Date are not sufficient to satisfy all liabilities as of the First Closing Date, the Purchaser, Company and Representative shall deliver or cause Escrow Funds to be delivered released and used to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy pay any such remaining liabilities existing as of the irrevocable instructions to First Closing, on or before the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Second Closing which are not Purchaser Expenses, and registered in the name any remaining funds after payment of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser liabilities shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) paid to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing . Any Purchaser Expenses shall be paid solely by the Company; and (iii) Company through the Registration Rights Agreement duly executed by such PurchaserNew Bank Account. For avoidance of doubt, any and all Purchaser Expenses and liabilities of the Company incurred after the First Closing, shall not be satisfied with Escrow Funds or from the Current Account, but only from other Company sources including the New Bank Account.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures and the issuance of the Warrants at the First Closing are conditional upon the satisfaction of, or compliance with, or waiver (ato the extent waivable) On or by the party who benefits from the condition, the following conditions (the “First Closing Conditions”): 3.1.1 each of the Investor and the Corporation duly completes, executes and returns to the other party this Agreement; 3.1.2 all necessary regulatory and CSE approvals (if any) required for the entering into of this Agreement and the completion of the Investment shall have been obtained prior to the First Closing; 3.1.3 before or after the First Closing Date, as applicable, the Company Corporation shall deliver or cause have posted CSE Form 9 and CSE Form 6 on the CSE's website; 3.1.4 the Corporation (a) shall have authorized and reserved for issuance such number of Common Shares that may be issuable upon conversion of the Debentures and exercise of the Warrants to be delivered issued in connection with the First Closing and (b) shall be authorized to each Purchaser issue such Common Shares to the following:Investor pursuant to the policies of the CSE and upon issuance of such Common Shares to the Investor such Common Shares shall be fully paid, non- assessable and freely tradeable Common Shares; (i) this 3.1.5 the Share Lending Agreement shall have been duly executed by the Companyparties thereto (in form and content acceptable to the Investor), Lent Shares equal to 150% of the aggregate principal amount of the first Tranche (based on the closing share price at the time of the First Closing Date) shall have been delivered to the Investor in accordance with the terms of such Share Lending Agreement and such Share Lending Agreement shall not have been contested and shall be in full force and effect between the relevant parties thereto; (ii) 3.1.6 the sale and issuance of the Debentures and the issuance of the Warrants at the First Closing, and the Common Shares issuable upon the conversion of the Debentures and the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law, or upon the issuance of such orders, consents or approvals as may be,required to permit such sale and issuance without the requirement to file a prospectus or registration statement or to prepare and deliver an offering memorandum or similar document; 3.1.7 delivery of a legal opinion dated as of Company Counselthe First Closing Date from the Corporation’s counsel , directed with respect to matters customarily addressed in connection with a transaction such as the Investment, including with respect to the Purchasersconditions set out in Sections 3.1.2 through 3.1.6 above, in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iii) 3.1.8 the Company shall have provided each Purchaser representations, warranties and certifications of the Investor addressed to the Corporation in this Agreement, and any other document delivered to the Corporation in connection with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Investment, are accurate in all material respects and registered remain true and correct in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to all material respects as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Agreement, each Purchaser shall deliver or cause to be and in any other document delivered to the Company Corporation in connection with the following:Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; 3.1.9 the representations, warranties and certifications of the Corporation addressed to the Investor in this Agreement, and in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Agreement, and in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date, 3.1.10 the Corporation shall have delivered a certificate confirming the matters described in sections 3.1.2, 3.1.9, 3.1.11, 3.1.12 and 3.1.15 to the Investor, executed by a senior officer of the Corporation addressed to the Investor and dated as of the First Closing Date; 3.1.11 no order ceasing or suspending trading in the Common Shares on any stock exchange including a management cease trader order shall have been issued and no proceeding for such purposes shall be pending or threatened; 3.1.12 there shall not exist any Event of Default that remains uncured; 3.1.13 delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) this Agreement duly executed by such Purchaser; constating documents, (ii) authorizing board resolutions; and (iii) incumbency; 3.1.14 the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent of the Corporation on the First Closing Date; 3.1.15 there shall not exist any binding commitment with respect to a Change of Control of the Corporation; 3.1.16 the Corporation shall deliver to the CompanyInvestor a copy of a certificate of insurance from an insurance broker in respect of the Corporation and each Subsidiary, dated as of or within fifteen (15) days of the date of this Agreement, identifying insurers, types of insurance, insurance limits, policy terms, names of insureds, additional insureds or loss payees (including the designation of additional insured with respect to all property and liability insurance); 3.1.17 no payment shall be owing by the Corporation to the Investor pursuant to this Agreement, except for the Transaction Expenses, to the extent the parties agreed in writing that such Purchaser’s First Closing payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by wire transfer the Investor to the account specified Corporation in writing by connection with the CompanyFirst Closing; 3.1.18 the Investor and Pelorus Fund REIT, LLC shall have entered into a subordination agreement in a form acceptable to the Investor, in its sole discretion, and the Corporation shall deliver written confirmation from Pelorus Fund REIT, LLC confirming that, all conditions to the financing, other than the payment of the Subscription Amount in connection with the First Tranche have been fulfilled; and (iii) 3.1.19 if deemed necessary in the Registration Rights Agreement duly executed by such Purchasersole discretion of the Investor, the Corporation and the Investor shall have entered into an escrow agreement, in form and substance acceptable to the Investor and its legal counsel, pursuant to which the Subscription Amount in respect of the First Closing shall be deposited in escrow with legal counsel or an independent third party escrow agent mutually acceptable to the Corporation and the Investor, each acting reasonably.

First Closing. In consideration for each Buyer’s payment of its pro rata share of the First Closing Purchase Price (aas defined below), which is set forth opposite such Buyer’s name in column six (6) of the Schedule of Buyers, (i) the Companies shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Companies on the First Closing Date (as defined below), a principal amount of Revolving Notes, in substantially the form attached hereto as Exhibit A-1, as is set forth opposite such Buyer’s name in column four (4) on the Schedule of Buyers, and (ii) Parent shall issue to each Buyer on the First Closing Date the number of Shares of Common Stock as is set forth opposite such Buyer’s name in column five (5) on the Schedule of Buyers. The closing (the “First Closing”) of the purchase of such Securities by the Buyers shall occur at the offices of Much Shelist, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 1800, Chicago, Illinois 60606. The date and time of the First Closing (the “First Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the First Closing set forth in Section 4.1 and Section 4.2 below (or such later date as is mutually agreed to by the Companies and each Buyer). The aggregate purchase price (the “First Closing Purchase Price”) of the Notes and Shares to be purchased by the Buyers at the First Closing shall be equal to $3,750,000. On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed each Buyer shall pay its pro rata share of the First Closing Purchase Price (less the First Closing Unfunded Amount) to the Companies for the Notes and Shares to be issued and sold to such Buyer at the First Closing, by wire transfer of immediately available funds in accordance with the Companies’ written wire instructions (or as otherwise instructed by the Company; Companies) which shall be provided to the Buyers at least three (3) business days prior to the First Closing, and (ii) a legal opinion of Company Counsel, directed the Companies shall deliver to each Buyer (A) the Notes (in the denominations as such Buyer shall have requested prior to the PurchasersFirst Closing) which such Buyer is then purchasing, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions duly executed on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy behalf of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Companies and registered in the name of such Purchaser Buyer or its designee and (minus B) certificates representing the number Shares (in the denominations as such Buyer shall have requested prior to the First Closing) which such Buyer is then purchasing, duly executed on behalf of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant Parent and registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the CompanyBuyer or its designee. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The closing (the "First Closing") of the purchase and sale of the UrbanNet Shares hereunder shall take place at the offices of Seller, 105 Carnegie Center, Princeton, New Jersey on the fifth business day a▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ons set forth in Section 11.01, or at such other time or place as Buyer and Seller may agree. At the First Closing, (i) On or Buyer shall pay to Seller the UrbanNet Purchase Price by wire transfer in immediately available funds to an account in the United States, which account shall be designated by Seller no later than two business days prior to the First Closing Date. (ii) Seller shall deliver, the Company shall deliver or cause to be delivered delivered, to each Purchaser Buyer certificates for the following: UrbanNet Shares duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto. Each certificate representing the UrbanNet Shares shall bear a legend substantially in the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SHARES. THE SHARE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (iTHE "ACT") this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers;AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM." (iii) Seller shall not deliver to Buyer the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions UrbanNet Warrant referred to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicableSection 2.01(d); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. As used in this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. The “First Closing Date” shall mean the date of the issuance and sale of 1,271,187 of the Shares (athe “First Closing Shares”, subject to appropriate adjustments for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock) by the Company to Buyer, which shall occur on or before August 7, 2024, at such location as may be agreed to by the Company and Buyer (including via exchange of electronic signatures), subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 5 and Section 6 below. On or prior to the First Closing Date, the Company shall deliver or cause issue and sell to be delivered the Buyer, and the Buyer agrees to each Purchaser purchase from the following: Company, the First Closing Shares, as further provided in this Agreement. On the First Closing Date: (i) this Agreement duly executed the Buyer shall pay the purchase price of $750,000.33 (the “First Purchase Price”) for the First Closing Shares, by wire transfer of immediately available funds to the Company; , in accordance with the Company’s written wiring instructions attached hereto as Exhibit E, and (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser issue the First Closing Shares to the Buyer on the First Closing Date. Further, the Buyer shall withhold $25,000.00 from the First Purchase Price to cover the Buyer’s legal fees in connection with the Company’s wire instructions on transactions contemplated by this Agreement. Notwithstanding the Company’s letterhead signed by foregoing, if the Company’s chief executive officer or chief financial officer; (iv) a copy Buyer would beneficially own in excess of the irrevocable instructions Beneficial Ownership Limitation (as defined in this Agreement) as a result of the issuance of the First Closing Shares as determined in accordance with Section 13(d) of the 1934 Act, then in lieu of receiving the portion of the First Closing Shares in excess of the Beneficial Ownership Limitation, such Buyer shall instead receive pre-funded common stock purchase warrants in the form attached hereto as Exhibit D, to purchase the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of First Closing Shares equal to such Purchaser’s Subscription Amount applicable to in excess of the Shares divided by Beneficial Ownership Limitation (the Per Share Purchase Price and registered in the name “First Closing Pre-Funded Warrants”). The “Beneficial Ownership Limitation” shall be 4.99% of such Purchaser (minus the number of shares of Common Stock issuable upon exercise outstanding on the date of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser the respective calculation of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Companybeneficial ownership. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. (a) On or prior to Concurrently with the First Closing Dateexecution and delivery of this Agreement, the Company shall deliver or cause to be delivered Plenus the documents referred to each Purchaser the following: in clauses (i) this Agreement and (ii) below, and within thirty (30) days thereafter all of the other documents referred to in clauses (iii) through (vi) below: (i) the Warrants duly executed by the Company; ; (ii) a legal opinion of Company Counsel, directed to Floating Charge Agreement (the Purchasers“Floating Charge Agreement”) and a Fixed Charge Agreement (the “Fixed Charge Agreement”) by and between the Lender and the Company, in form the forms attached hereto as Exhibit B1 and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantsExhibit B2, if applicable); (v) if applicablerespectively, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. ; (viiiii) the Lock-Up Agreements; and copies of forms for creating a floating charge (viiias per Exhibit C1) the Registration Rights Agreement and fixed charge (as per Exhibit C2), both duly executed signed by the Company ; (iv) a certificate from the Secretary of the Company certifying that the Company’s Board of Directors resolved to (a) authorize the Company to enter into this Agreement, the Floating Charge Agreement and the Fixed Charge Agreement, (b) On or prior authorize the issuance of the Warrant to the First Closing Date, each Purchaser shall deliver or cause Plenus and reserving a sufficient number of Ordinary Shares to be delivered issued upon exercise of the Warrant, in the event that Plenus elects to exercise the Warrant into such shares, and (c) authorize an officer of the Company to execute and deliver all of such documents and their respective exhibits and schedules; (v) waivers, consents and approvals in respect of the following: transactions contemplated herein, including, but not limited to, regarding pre-emptive rights, registration rights and other rights of third parties, including, without limitation, creditors and governmental entities, if applicable; and (ivi) this Agreement duly executed a legal opinion by such Purchaser; (ii) counsel to the Company, such Purchaser’s a copy of which is attached hereto as Exhibit D. The date on which all of the above documentation shall be delivered to Plenus to its satisfaction (except for any documentation that is waived by Plenus) and all of the requirements set forth in Section 1.5, below, are fulfilled shall be referred to herein as the “First Closing Subscription Amount Date” (and such date shall be considered the “First Closing”), which shall take place on or before February 28, 2007. Without detracting from the Company’s obligation to timely furnish Plenus with all of the documents set forth above, the obligations of the Lender pursuant hereto shall be subject to receipt of all of such documents, and the Lender shall have the right to terminate this Agreement by wire transfer written notice to the account Company should the Company breach its obligation to furnish the said documents within the specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserperiod.

First Closing. Prior to the initial Advance of funds hereunder (the making of which is herein termed “first closing”), the Trust shall have performed all of its agreements required to be performed hereunder, and the Bank shall have received from Trust’s counsel in connection with this transaction, addressed to the Bank, a favorable opinion in form, scope and substance satisfactory to Bank and its counsel, delivered prior to the first Advance on the Notes: (a) On to the effect that the Trust is a duly organized and existing real estate investment trust in good standing under the laws of the State of Texas and has the power and authority to own its property and to carry on its business as set forth in paragraph 2.3 hereof; (b) to the effect that this Agreement has been duly authorized, executed and delivered by the Trust and constitutes a legal valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) to the effect that each Note delivered by the Trust to the Bank has been duly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (d) to the effect that the Note is secured by valid, binding and enforceable pledge of the Collateral in favor of the Bank, subject to no rights, equities or encumbrances outstanding in favor of any party other than Bank which are or could become prior to or on parity with Bank’s lien on the First Closing DateCollateral that has been pledged as security therefor pursuant to Section 5 hereof; (e) to the effect that no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the Company shall deliver execution, delivery and performance by the Trust of this Agreement or cause any Note; (f) to be the effect that it is not necessary in connection with the delivery of any Note under the circumstances contemplated by this Agreement to register such Note under the Securities Act of 1933, as amended and then in effect, or to qualify an indenture in respect thereof under the Trust Indenture Act of 1939, as amended and then in effect, and that if Bank should in the future deem it expedient to sell the Note (or any Note delivered in exchange therefor as in such Note or in this Agreement permitted), which the Bank does not now contemplate or foresee, such sale would not of itself require registration of such Note under said Securities Act of 1933 or qualification of an indenture in respect of such Note under said Trust Indenture Act, provided that at the time of such sale, such Bank neither controls, nor is controlled by, nor is under common control with, the Trust, either directly or indirectly, or, if any such control then exists, that such sale is not made through an underwriter as defined in said Securities Act of 1933; (g) as to each Purchaser such other matters incident to the following:transactions contemplated by this Agreement as the Bank may reasonably desire; (h) to the effect that neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, the fulfillment of the terms hereof, nor compliance with the provisions hereof and of the Note will result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the terms of the Amended and Restated Declaration of Trust dated July 16, 2004, or the Amended and Restated Bylaws of the Trust, or any agreement or instrument of which such counsel (having made inquiry with respect thereto) has knowledge, to which the Trust is a party; (i) this Agreement to the effect that with respect to such persons as shall have been identified in writing to the Bank as being duly executed authorized agents or officers of the Trust, all actions required to be taken by the Company; (ii) a legal opinion Trust to clothe such persons with such authority have been taken, and the actions of Company Counselsuch persons as contemplated herein will be and constitute and legal, directed to the Purchasers, in form valid and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy binding acts of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment thereinTrust; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (iij) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchasereffect that all conditions for lending have been met.

First Closing. (ai) On Subject to Section 5.4(c), during the period from the date of this Agreement until the earlier of the First Closing Date and any termination of this Agreement pursuant to ARTICLE IX, except (w) as permitted or expressly contemplated by this Agreement or any other First Closing Transaction Agreement, (x) as the Buyer Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law, or (z) as set forth on Schedule 5.4(a), the Seller Parent shall, and shall cause the Sellers and its other controlled Affiliates to: (A) conduct the Business in all material respects in the ordinary course of business consistent with past practice; and (B) maintain (1) the tangible Transferred Assets (including the Fab Assets) in their condition as of the date of this Agreement, ordinary wear and tear excepted, (2) insurance upon the Transferred Assets and First Closing Leased Real Properties in such amounts and of such kinds comparable to that in effect on the date of this Agreement, and (3) their respective commercial relationships with customers, suppliers and other Persons with whom any Seller deals in connection with the Business in the ordinary course. (ii) Subject to Section 5.4(c), during the period from the date of this Agreement until the earlier of the First Closing Date and any termination of this Agreement pursuant to ARTICLE IX, except (w) as permitted under, contemplated by or approved under this Agreement or any other First Closing Transaction Agreement, (x) as the Buyer Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law or (z) as set forth on Schedule 5.4(a), the Seller Parent shall not, and shall cause the Sellers and its other controlled Affiliates not to, in connection with the Business and the Transferred Assets, take any of the following actions, as applicable: (A) dispose of, assign, transfer, lease, sublease, license (other than licenses to Transferred NAND Patents, Transferred SSD Patents and Dual Use Patents that are automatically granted to a third party pursuant to a written agreement executed prior to the date hereof between Seller Parent or one of its Affiliates and such third party), sell, convey, charge, pledge or subject to any Lien (other than any Permitted Liens and any Liens that would be removed prior to the Closing) any Transferred Asset or vary any rights, easements, security, consents, licenses or covenants over or in respect of them, other than assets sold or disposed of in the ordinary course of business consistent with past practice; (B) create, assume or incur, or agree to create, assume or incur, any obligation or liability (contractual or otherwise, including any Indebtedness) that would constitute an Assumed Liability except in the ordinary course of business; (C) acquire (x) any corporation, partnership, limited liability company, other business organization or division thereof or (y) any assets other than in the ordinary course of business; (D) initiate, settle, or offer or agree to settle, any Action relating to the Business or the Transferred Assets in excess of, individually or in the aggregate, $350,000,000; (E) other than in the ordinary course of business, release or waive the enforcement of any nondisclosure agreement, confidentiality agreement, noncompetition agreement, non-solicitation agreement or other restrictive covenant obligation of any current or former employee or independent contractor with whom any of the Sellers deal in connection with the conduct of the Business in the ordinary course; (F) terminate or serve any notice to terminate; surrender (or accept any surrender of); supplement, restate or amend; or waive any material rights under any Transferred Contract; (G) terminate or serve any notice to terminate; surrender (or accept any surrender of); supplement, restate or amend; fail to renew; fail to pay any amounts payable; or waive any material rights under any Permit or certifications in respect the Transferred Assets and necessary for the conduct of the Business; (H) other than increases to compensation or benefits (i) in the ordinary course of business consistent with past practice (including in connection with promotions), (ii) as may be required by an applicable Law or Labor Agreement or the terms of an Employee Plan, or (iii) pursuant to any agreement or other arrangement entered into with any Business Employee after the date hereof relating to any stay, retention, transaction or other similar bonus or award in respect of any Transaction where the Liability for such bonus or award is a Retained Liability, increase, individually or in the aggregate, the salary, bonus or other compensation or benefits payable to any Business Employee; (I) enter into, adopt, amend or terminate any OpCo Employee Plan; provided that, for the avoidance of doubt, the Seller Parent or its Affiliates shall continue to provide compensation and benefits for the Business Employees under its compensation and benefits programs (other than OpCo Employee Plans); (J) except as may be required by an applicable Law or Labor Agreement or the terms of an Employee Plan as in effect as of the date of this Agreement, (i) other than as permitted by Section 5.4(a)(ii)(H), enter into, adopt, amend or terminate any Employee Plan (or any plan or agreement that would be an Employee Plan if in effect on the date hereof), other than the adoption, entry into, amendment or termination of any Employee Plan that (1) is not targeted only to Business Employees or (2) would not result in an increase in Liability to the Buyer Parent, Buyer or their Affiliates; (ii) transfer the employment of any Business Employee such that the employee would no longer meet the criteria necessary to qualify as a Business Employee other than as a result of such Business Employee (other than a Key Employee or a Senior Business Employee who has received and accepted an offer of employment from Buyer Parent or one of its Affiliates, except with the consent of the general manager of the employer of such NAND Business Employee or the general manager of the employer of such SSD Business Employee, as applicable) applying and being selected in a competitive process not targeted at Business Employees; (iii) terminate the employment of any Business Employee other than for cause or, for those Business Employees other than any Key Employee and Senior Business Employee who has received and accepted an offer of employment from Buyer Parent or one of its Affiliates, in the ordinary course of business consistent with past practices; or (iv) hire any individual for the NAND Business or the SSD Business who would be a Business Employee (other than an Objecting Employee) if such individual was employed by the Sellers or their Affiliates as of the date hereof, or transfer the employment of any individual employed by the Sellers or their Affiliates such that the individual would become a Business Employee, in either case, other than a Core Division NAND Employee or a Core Division SSD Employee as contemplated by Section 6.1(a) or to replace any Business Employee (except for the replacement of any Key Employee) whose employment terminates voluntarily or terminates or transfers in accordance with clauses (ii) or (iii) hereof and with compensation and benefits substantially similar to those provided to similarly situated Business Employees; (K) to the extent relating to the Business Employees, (i) enter into any negotiation in respect of, enter into or amend any Labor Agreement or (ii) recognize or certify any Employee Representative Body; (L) to the extent relating to the Business Employees, effect or permit a plant closing, mass layoff or similar event under the WARN Act; (M) except as necessary in the ordinary conduct of the Business consistent with past practice, (1) grant or acquire, agree to grant to or acquire from any Person, or, except as set forth in Section 5.4(a)(ii)(O), dispose of or permit to lapse any rights to any material Intellectual Property Rights of the Business, or disclose or agree to disclose to any Person, other than representatives of the Buyer Parent, any Trade Secret, or (2) compromise, settle or agree to settle, or consent to judgment in, any one or more Actions or institute any Action concerning any material Intellectual Property Rights of the Business; (N) grant, modify or terminate any rights, or enter into any Contract, that would prevent, restrict or conflict with the entry into or the grant of any rights or licenses under, or the performance of, any of the terms of the IP License Agreements; (O) except in the ordinary course of business consistent with past practice, fail to (1) pay any annuity, maintenance or other fee or file any document in connection with granted patents, registered trademarks, and registered copyrights included in the Transferred IP or (2) diligently prosecute and respond to any office action when due (subject to extension of such due date, as permitted by applicable Law) in connection with any pending patent application included in the Transferred IP; provided that the Seller Parent may abandon a patent application after it has been finally rejected or when the next step for that application is to appeal a rejection; (P) incorporate, embed, combine, link to, or distribute any Open Source Materials in a manner that would subject any proprietary or Business Software included in the Transferred Technology to any Copyleft License; (Q) write down or write up (or fail to write down or write up in accordance with GAAP consistent with past practice) the value of any inventories or revalue any of the Transferred Assets, in all cases other than in the ordinary course of business and in accordance with GAAP; (R) order raw materials or other supplies for the manufacture of Products in quantities that are not in the ordinary course of business and consistent with the manufacturing needs of the Business; (S) unless required by applicable Law, (I) change any material Tax election, (II) make any material Tax election (to the extent making such election requires the filing of a Tax Return), (III) file any Tax Return other than in the ordinary course of business consistent with past practices, or any amended Tax Return, or (IV) apply for, obtain, or enter into any Tax ruling, closing agreement or other similar Contract, agreement or arrangement with a Governmental Entity if, in the case of the foregoing clauses (I) - (IV), such action would reasonably be expected to increase the liability of the Buyer Parent or any of its Affiliates (including, after the Second Closing, OpCo) for Taxes that are not Retained Tax Liabilities; (T) sell, dispose, encumber or pledge any of the equity interests of OpCo or grant options, warrants, convertible or exchangeable securities, subscriptions, rights, stock appreciation rights, calls or commitments of any kind with respect to such equity interests, or grant any rights to purchase or acquire equity interests of OpCo; or (U) agree or commit to take any action described in this Section 5.4(a)(ii). (iii) Notwithstanding the foregoing, nothing in this Section 5.4(a) shall prohibit or otherwise restrict in any way the operation of the business of the Seller Parent or any of its Subsidiaries, except solely with respect to the conduct of the Business, the Transferred Assets, the Assumed Liabilities or the Transferred Employees as expressly provided in this Section 5.4(a), and nothing contained herein shall give the Buyer Parent or any Buyer any right to manage, control, direct or be involved in the management of the Seller Parent or any Seller at any time or the management of (A) the SSD Business, the First Closing Transferred Assets, the First Closing Assumed Liabilities or the Transferred SSD Employees prior to the First Closing Dateor (B) the NAND Business, the Company shall deliver Second Closing Transferred Assets, the Second Closing Assumed Liabilities or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or Transferred NAND Employees prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserSecond Closing.

First Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) On The Company, each Guarantor and/or the Chief Executive Officer or Manager (as applicable) shall have executed and delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer. (b) The representations and warranties of the Credit Parties shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company and each Guarantor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company and each Guarantor at or prior to the First Closing Date. (c) The Company shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Advisory Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Advisory Fee Shares to Buyer or its designee. (d) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel. (e) The Buyer shall deliver or cause have received evidence in a form satisfactory to be the Buyer that the Company has authorized the Buyer to publish such press releases with respect to this Agreement and the instant transaction, including, but not limited to, a copy of an email delivered to PR Newswire by the Company whereby the Company authorizes the Buyer to use its name and, if applicable, stock symbol, in connection with current or ▇▇▇▇▇▇ ▇▇▇▇▇ releases. (f) The Credit Parties shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Credit Parties, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Credit Parties from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; (ii) the Credit Parties’ Organizational Documents; (iii) copies of the resolutions of the board of directors of the Credit Parties as adopted by the Credit Parties’ board of directors or managers, as applicable, in a form acceptable to Buyer; and (iv) resolution of the Company’s and KCI Investments’ members, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer. (g) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (h) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Company and each Purchaser Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the following:Company and each Guarantor, under their present name and any previous names, as debtors, together with copies of such financing statements. (i) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement duly executed and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by the Company;Buyer. (iij) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the The Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company Buyer the following: (i) this Agreement duly executed by filed Certificate of Designation of Series B Preferred Stock and the original certificate evidencing the issuance of such Purchaser; (ii) shares to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserBuyer.

First Closing. i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions: (a) On or prior the notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby; (b) each Purchaser shall have executed and delivered a Non-Disclosure Agreement; and (c) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, by cancellation or conversion of indebtedness of the Company to the Purchaser, the amount set forth opposite such Purchaser’s name under the heading “Aggregate Principal Amount of Notes” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the First Closing. The First Closing Dateshall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Principal Amount of Notes indicated thereon, except, to the extent contemplated by the terms of the Existing Loan as in effect on the date hereof, such amounts are deemed to be converted into Notes in exchange for the cancellation or conversion of indebtedness of KiOR to the applicable Purchaser under the Existing Loan. iii. The obligations of each Purchaser to Purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Company shall deliver have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby or cause to be create and perfect the Liens of Agent with respect to all Collateral; (b) the Company shall have delivered to each Purchaser certified copies of resolutions of the following:Company’s Board of Directors, and with respect to each Subsidiary party hereto, sole member, as applicable, evidencing approval of this Agreement, the transactions contemplated hereunder (including the due authorization and issuance of any shares of common stock acquired hereunder) and other transactions evidenced by the Transaction Documents; (c) the Company and each of its Subsidiaries party hereto shall have delivered to each Purchaser certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the First Closing, of the Company and each Subsidiary party hereto; (d) the Company and each Subsidiary party hereto shall have delivered to each Purchaser a certificate of good standing for the Company and each Subsidiary party hereto from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (i) this Agreement duly executed by each Purchaser shall have received UCC and Lien searches and other evidence satisfactory to each Purchaser that there are no Liens upon the CompanyCollateral except Permitted Liens, and (ii) without limitation of the foregoing, all UCC filings in favor of Silicon Valley Bank and Lighthouse shall have been terminated (or shall be terminated substantially contemporaneously with the First Closing); (iif) a legal opinion the representations and warranties of the Company Counselset forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of the First Closing; (g) the Company shall have performed and complied with any covenants, directed agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the First Closing; (h) the Chief Executive Officer of KiOR shall deliver to the PurchasersPurchasers at the First Closing a certificate certifying that the conditions specified in Sections 3.1(A)(iii)(f) and 3.1(A)(iii)(g) have been fulfilled; (i) KiOR shall have received all consents, authorizations or approvals referred to in Schedule 4.3, in form and substance reasonably acceptable satisfactory to KiOR and the Purchasers, and no such consent, authorization or approval shall have been revoked. (j) the Company shall have taken all action necessary to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover statute or similar federal or state law, including Section 203 of the Delaware General Corporation Law, inapplicable to this Agreement and the transactions contemplated by hereby, including, without limitation, the purchase and sale of the Notes, the purchase and sale of the Shares, the grant herein of the Option Right and the purchase and sale of Shares in connection with the exercise thereof and the grant herein of preemptive rights and the purchase and sale of equity of KiOR in connection with the exercise thereof; (k) the Company’s counsel, WilmerHale, shall have delivered a legal opinion to the Purchasers in a form to be mutually agreed by the Purchasers and the Company; (l) trading in the common stock of KiOR shall not have been suspended by the SEC or any Permitted Exchange at any time since the date of execution of this Agreement, and the common stock of KiOR shall have been at all times since such date listed for trading on a Permitted Exchange; (m) the Company shall have affected the Amendment to Existing Loan; (n) KiOR shall have executed and delivered the Registration Rights Agreement to the Purchasers; (iiio) the Company and the lenders under the Existing Loan shall have entered into the Subordination Agreement; (p) the Company shall have provided each Purchaser with evidence of the Company’s wire instructions on filing of Listing of Additional Shares Notification Form with NASDAQ with respect to the Company’s letterhead signed by shares of Class A Common Stock underlying the Company’s chief executive officer or chief financial officerNotes to be issued at the First Closing; (ivq) each other Purchaser shall have, substantially simultaneously with such Purchaser, consummated those transactions contemplated by this Agreement to occur at First Closing; and (r) KiOR shall deliver to each Purchaser a copy of Note in the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to principal amount set forth opposite such Purchaser’s Subscription Amount applicable to name under the Shares divided by heading “First Closing” on the Per Share Purchase Price and Schedule of Purchasers registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The obligation of the Buyer hereunder to purchase the Debentures at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (a) On Each Credit Party and/or the Chief Executive Officer/Chief Financial Officer (as applicable) of a Credit Party shall have executed and delivered the Transaction Documents applicable to the First Closing and delivered the same to the Buyer, each signature of a Credit Party thereon being notarized. (b) The representations and warranties of the Credit Parties shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Credit Parties shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Credit Parties at or prior to the First Closing Date, . (c) The Buyer shall have received an opinion of counsel from counsel to the Company Credit Parties in a form satisfactory to the Buyer and its counsel. (d) The Credit Parties shall deliver or cause to be have executed and delivered to each Purchaser Buyer a closing certificate, certified as true, complete and correct by an officer of the following: Credit Parties, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) this Agreement duly executed by a true copy of a certificate of good standing evidencing the Company; formation and good standing of the Credit Parties from the secretary of state (or comparable office) from the jurisdiction in which each Credit Party is formed; (ii) a legal opinion the Credit Parties’ Organizational Documents; (iii) copies of Company Counsel, directed to the Purchasersresolutions of the board of directors of the Credit Parties as adopted by the Credit Parties’ board of directors or managers, in a form acceptable to Buyer.; and substance (iv) copies of the resolutions adopted by the shareholders or members of the Credit Parties, as applicable, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to Buyer. (e) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (f) The Buyer shall have received copies of UCC search reports, issued by the Secretary of State of the state of incorporation or residency, as applicable, of the Credit Parties, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Purchasers; (iii) the Company shall have provided each Purchaser Credit Parties, under their present name and any previous names, as debtors, together with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name copies of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Companyfinancing statements. (viig) The Credit Parties shall have executed such other agreements, certificates, confirmations or resolutions as the Lock-Up Agreements; and (viii) Buyer may require, to consummate the Registration Rights Agreement duly executed transactions contemplated by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserBuyer.

First Closing. (a) The first closing of the purchase and sale of the Securities pursuant to this Agreement (the “First Closing”) shall be held remotely via the exchange of documents and signatures no later than 9:00 a.m. (Eastern Time) on March 26, 2025 (the “First Closing Date”). (b) On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerinstructions; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s First Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantsWarrants purchased at the First Closing, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.0010.0001, with an exercise price equal to $0.001 0.0001 per share of Common Stock, subject to adjustment therein; (vi) a Series E Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the sum of (i) such Purchaser’s Shares and (ii) Pre-Funded Warrant Shares underlying such Purchaser’s Pre-Funded Warrants, purchased at the First Closing; and (vivii) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (bc) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. (a) On The closing of the purchase by the Purchasers of the First Closing Shares pursuant to this Agreement (the "First Closing") shall be held remotely via the exchange of final documents and signature pages, on the date of this Agreement, subject to the prior satisfaction or waiver of the applicable conditions set forth in Section 1.4 (other than those conditions that by their nature are to be satisfied at the First Closing, but subject to their satisfaction) (the date on which the First Closing actually occurs, the "First Closing Date"). (b) Subject to the satisfaction or waiver on or prior to the First Closing Date of the applicable conditions to the First Closing in Section 1.4, at the First Closing: (1) the Company will deliver, or cause to be delivered, to the Purchasers (i) evidence reasonably satisfactory to the Purchasers of the issuance of the applicable First Closing Shares in the name of each Purchaser by book entry on the stock ledger of the Company (or, if the First Closing Shares are to be represented in certificated form, a certificate representing the First Closing Shares), (ii) a counterpart to the Stockholders Agreement, in the form attached hereto as Exhibit B (the "Stockholders Agreement"), executed by the Company, (iii) a counterpart to the Registration Rights Agreement, in the form attached hereto as Exhibit C (the "Registration Rights Agreement"), executed by the Company, and (iv) all other documents, instruments and writings required to be delivered by the Company to the Purchasers at or prior to the First Closing pursuant to this Agreement; and (2) each Purchaser will severally deliver or cause to be delivered (i) to a bank account designated by the Company in writing at least two (2) business days prior to the First Closing Date, such Purchaser's respective portion of the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed First Closing Purchase Price as set forth opposite such Purchaser's name on Schedule I hereto by the Company; wire transfer of immediately available funds, (ii) a legal opinion of Company Counsel, directed counterpart to the PurchasersStockholders Agreement executed by the parties thereto, in form and substance reasonably acceptable to other than the Purchasers; Company, (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions counterpart to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by such Purchaser and (iv) all other documents, instruments and writings required to be delivered by such Purchaser to the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On Company at or prior to the First Closing Date, each Purchaser shall deliver or cause pursuant to be delivered to the Company the following:this Agreement. (ic) this Agreement duly executed by such Purchaser; (ii) to All deliveries at the Company, such Purchaser’s First Closing Subscription Amount by wire transfer will be deemed to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaseroccur simultaneously.

First Closing. (a) On Subject to the terms and conditions set forth in this Agreement, the closing of the transactions contemplated by Section 2.2(a) of this Agreement (the “First Closing”) shall take place on January 2, 2008 or if such day is not a Business Day, the next Business Day, at the offices of W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇, ▇▇▇ Mao Tower, 38F, Unit 01-04, 8▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, People’s Republic of China (or at such other place and on such other day and effective date as mutually agreed to by the parties hereto, the “First Closing Date”) as specified by Buyer in a notice to the Selling Shareholders duly signed and delivered by Buyer as promptly as practicable but in any event within five (5) Business Days following the date of the satisfaction or waiver of all of the conditions set forth in Articles VII and VIII hereof (other than those that are only capable of being satisfied on or as of the First Closing Date). (b) The Sellers’ Representative shall deliver the First Closing Allocation Schedule to Buyer no later than five Business Days prior to the First Closing Date. (c) At or prior to the First Closing, each of the Company Selling Shareholders or the Company, as applicable, shall deliver or cause to be delivered to each Purchaser Buyer the following: (i) this Agreement share certificates evidencing the Offered Shares to be sold by such Selling Shareholder accompanied by a duly executed by the Companyinstrument of transfer; (ii) a legal opinion of Company CounselAudited September 30, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers2007 Financial Statements; (iii) all other previously undelivered documents required by this Agreement and the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed Ancillary Documents to be delivered by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions such Selling Shareholder to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On Buyer at or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to Date in connection with the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Companytransactions contemplated hereby and thereby; and (iiiiv) in respect of each Group Company, the Registration Rights Agreement duly executed certificates of incorporation, common seal (if it exists), share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books or such equivalent items in the relevant jurisdiction as are kept by the relevant Group Company or are required by the Law of the jurisdiction where such Group Company is incorporated to be kept by such PurchaserGroup Company. (d) At the First Closing, Buyer shall deliver to the Selling Shareholders and (on behalf of the Company) to the Option Holders the Initial Cash Consideration (minus the Deposit), as set forth opposite their names in the First Closing Allocation Schedule in accordance with the wire transfer instructions set forth in the First Closing Allocation Schedule. Buyer shall not be obligated to deliver a Selling Shareholder’s portion of the Initial Cash Consideration (minus the deposit) until such Selling Shareholder has complied with Section 2.3(c).

First Closing. (a) On The closing of the purchase of the First Common Stock and First Warrants (the “First Closing”) shall take place remotely via the electronic exchange of documents and signatures, or prior at such other time and place as the Parties may agree in writing, on the first (1st) Business Day after satisfaction or waiver of the conditions set forth in Section 6.1 and Section 6.2 (other than those conditions that by their terms are to be satisfied at the First Closing, but subject to the satisfaction or waiver of those conditions). The date on which the First Closing actually occurs shall be referred to herein as the “First Closing Date.” At the First Closing, the Company shall issue the First Common Stock and First Warrants to the Purchaser free and clear of all Liens against payment by the Purchaser of the First Purchase Price. (b) At the First Closing, the Company shall: (i) deliver or cause to be delivered to each Purchaser the followingPurchaser: (iA) a certificate of good standing of the Company as of a date no earlier than two (2) Business Days prior to the First Closing Date; (B) the certificate contemplated by Section 6.1(f); (C) counterparts to Warrant Certificates representing the full number of First Warrants (as may be adjusted pursuant to Section 2.1(a)); (D) an opinion from the Company’s outside legal counsel, dated as of the First Closing Date, in a customary form reasonably acceptable to Purchaser; (E) copies of the resolutions or written consents duly adopted by the Board and certified by the Company’s secretary authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Charter Amendment or minutes from a duly convened meeting of the Board at which such matters were authorized; (F) counterparts to the Registration Rights Agreement, duly executed by the Company; and (G) counterparts to the Investor Rights Agreement, duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered any other customary documents or certificates reasonably requested by Purchaser which are reasonably necessary to give effect to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the CompanyClosing; and (iii) pay, or cause to be paid to Purchaser (which may be set off against the Registration Rights Agreement duly executed by such PurchaserFirst Purchase Price), any portion of the Expense Reimbursement then accrued and unpaid.

First Closing. On the First Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $_______ of Shares; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (atogether with such Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) On would beneficially own in excess of the Beneficial Ownership Limitation, or prior as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” for purposes of this Section 2.1(a) shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the First Closing Date. Each Purchaser’s Subscription Amount for the First Closing as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and/or Pre-Funded Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the First Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the First Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or cause its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the First Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be delivered issued hereunder to each such Purchaser at the following: First Closing (i) this Agreement duly executed collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company; (ii) a legal opinion of Company Counsel), directed be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares at the PurchasersFirst Closing; provided, in form and substance reasonably acceptable to the Purchasers; (iii) that the Company shall have provided each not be required to deliver any Pre-Settlement Shares to such Purchaser with prior to the Company’s wire instructions receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the Company’s letterhead signed by signature pages attached hereto, the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.99% of the then issued and outstanding shares of Common Stock at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount applicable shall automatically be reduced as necessary in order to comply with this paragraph. Notwithstanding the Shares divided by the Per Share Purchase Price and registered foregoing, with respect to any Notice(s) of Exercise (as defined in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On delivered on or prior to 12:00 p.m. (New York City time) on the First Closing Date, each Purchaser shall deliver or cause to which may be delivered to at any time after the time of execution of this Agreement, the Company agrees to deliver the following: Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (iNew York City time) this Agreement duly executed by such Purchaser; (ii) to on the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to Date and the account specified First Closing Date shall be the Warrant Share Delivery Date (as defined in writing by the Company; and (iiiPre-Funded Warrants) the Registration Rights Agreement duly executed by such Purchaserfor purposes hereunder.

First Closing. The obligation of each Buyer hereunder to purchase the Notes and the Shares at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (a) On Each Company, as applicable, shall have executed and delivered to each Buyer (i) the Notes (in such denominations as such Buyer shall have requested prior to the First Closing) being purchased by such Buyer at the First Closing pursuant to this Agreement, (ii) each of the other Transaction Documents, and (iii) certificates representing the Shares (in such denominations as such Buyer shall have requested prior to the First Closing) being purchased by such Buyer at the First Closing pursuant to this Agreement. (b) Parent shall have delivered to such Buyer a letter from Parent’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the First Closing Date. (c) Parent shall have executed and delivered to the Agent the Registration Rights Agreement. (d) Parent shall have delivered to Agent a copy of the CCSI Acquisition Documents, certified by an officer of Parent as being a true, complete and accurate copy of the CCSI Acquisition Documents and Agent shall have received a subordination agreement executed by ▇▇▇▇ ▇▇▇▇▇▇▇ (as the same may be amended from time to time, the “CCSI Seller Subordination Agreement”) in form attached hereto as Exhibit O. (e) Each of the Companies shall have executed and delivered or caused to be delivered to the Agent, the Fee Letter. (f) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent, the Security Agreement. (g) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent, the deposit account control agreements and securities account control agreements, in form and substance satisfactory to the Agent, executed by each Company and the applicable banks. (h) Parent shall have delivered to the Agent, the letter agreements, in form and substance satisfactory to the Agent, executed by the officers of Parent. (i) The Agent shall have received the opinions of Outside Legal Counsel, dated the First Closing Date, in substantially the forms of Exhibit H attached hereto. (j) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent, the Funds Flow Letter executed and delivered by each Company. (k) The Companies shall have executed and delivered a Borrowing Base Certificate to the Agent, which shall be in form and substance satisfactory to the Agent. (l) Parent shall have delivered to the Agent a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit I attached hereto, which instructions shall have been delivered to and acknowledged in writing by Parent’s transfer agent. (m) Each Company shall have executed and delivered, or caused to be delivered to the Agent a certificate evidencing the formation or incorporation and good standing of such Company in such entity’s jurisdiction of formation or incorporation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date reasonably proximate to the First Closing Date. (n) Each Company shall have executed and delivered, or caused to be delivered to the Agent a certificate evidencing such Company’s qualification as a foreign corporation or other entity and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Company conducts business, as of a date reasonably proximate to the First Closing Date. (o) Each Company shall have executed and delivered, or caused to be delivered to the Agent a certificate as to the fact that no action has been taken with respect to any merger, consolidation, liquidation or dissolution of such Company, or with respect to the sale of substantially all of its assets, nor is any such action pending or contemplated. (p) Each Company shall have executed and delivered, or caused to be delivered to the Agent a certified copy of such Company’s certificate or articles of incorporation (or other applicable governing document), as certified by the Secretary of State (or comparable office) of such entity’s jurisdiction of formation or incorporation, reasonably proximate to the First Closing Date. (q) Each Company shall have executed and delivered, or caused to be delivered to the Agent a certificate, executed by the secretary of such Company and dated the First Closing Date, as to (i) the resolutions consistent with Section 7.2 as adopted by such Company’s board of directors (or other governing body) in a form reasonably acceptable to the Agent, (ii) such Company’s articles or certificate of incorporation (or other applicable governing document), (iii) such Company’s bylaws (or other applicable governing document), each as in effect at the First Closing, and (iv) no action having been taken by such Company or its stockholders, directors or officers in contemplation of any amendments to items (i), (ii), or (iii) listed in this Section 5.1(q), as certified in the form attached hereto as Exhibit J. (r) The Common Stock (I) shall be designated for quotation by the Principal Market and (II) shall not have been suspended, as of the First Closing Date, by the SEC or the Principal Market from quotation nor shall suspension by the SEC or the Principal Market have been threatened, as of the First Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum maintenance requirements of the Principal Market. (s) Each of the Companies shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the sale of the Securities at the First Closing. (t) Each of the Companies shall have obtained and delivered to the Agent searches of UCC filings in the jurisdictions of formation or incorporation of each of the Companies, the jurisdiction of the chief executive offices of each of the Companies and each jurisdiction where any Collateral (as defined in the Security Agreement) is located or where a filing would need to be made in order to perfect the Agent’s and Holders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (u) Each of the Companies shall have executed and delivered to the Agent, or authorized the filing of, UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s and Holders’ sole discretion, to perfect the Agent’s and Holders’ security interest in the Collateral. (v) Agent shall have received evidence satisfactory to Agent that, upon the issuance of the initial Revolving Notes, the CCSI Acquisition shall close in accordance with the terms of the CCSI Acquisition Documents. (w) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent such landlord waivers, collateral access agreements or other similar documents as the Agent may request. (x) Each of the Companies shall have delivered, or caused to be delivered to the Agent, certificates evidencing any Pledged Equity (as defined in the Security Agreement) pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock or unit powers attached thereto. (y) The Agent shall have received a certification from the chief financial officer of the Parent in form and substance satisfactory to the Agent, supporting the conclusions that after giving effect to the transactions contemplated by the Transaction Documents the Parent and each of its Subsidiaries are not Insolvent. (z) Since March 31, 2008, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect. (aa) The Agent shall have received certificates from the Companies’ insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to this Agreement is in full force and effect, together with endorsements naming the Agent, for the benefit of the Holders, as additional insured and lender's loss payee thereunder. (bb) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent, a payoff letter, in a form and substance satisfactory to the Agent, executed and delivered by the Companies and ▇▇▇▇▇ Fargo Bank, N.A.. (cc) Each of the Companies shall have executed and delivered, or caused to be delivered to the Agent, the Post-Closing Obligations Letter, substantially in form of Exhibit L attached hereto, executed and delivered by each Company. (dd) The representations and warranties of each Company shall be true and correct as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and each Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by each Company at or prior to the First Closing Date. The Agent shall have received certificates, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Chief Executive Officer of each Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to dated the First Closing Date, each Purchaser to the foregoing effect and as to such other matters as may be reasonably requested by the Agent, in the form attached hereto as Exhibit K. (ee) Each of the Companies shall deliver or cause to be have executed and/or delivered to the Company Agent such other documents relating to the following:transactions contemplated by this Agreement as the Agent or its counsel may reasonably request. (iff) this Agreement duly executed by such Purchaser; No Event of Default (iior event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to shall have occurred and be continuing or would result from the Company, such Purchaser’s issuance of the Notes at the First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.Closing

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) On or prior the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the trading day before the First Closing Date, the Company Corporation shall deliver or cause have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) trading days before the First Closing Date, the Corporation shall have delivered to each Purchaser the following:Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for the entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, a Share Lending Agreement shall have been entered into with respect to lending 600,000 freely tradeable Common Shares; (i) this Agreement duly executed by the Companysale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (iij) delivery of a legal opinion of Company Counsel, directed dated the First Closing Date from the Corporation’s counsel as to the Purchasersconditions set out in items (f) and (i) above, in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iiik) (i) the Company shall have provided each Purchaser representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Investment, are accurate and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, each Purchaser shall deliver or cause to be including in any other document delivered to the Company Corporation in connection with the following:Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Agreement duly executed Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by such Purchaserthe Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by the Corporation certifying (i) constating documents, (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Companyauthorizing board resolutions; and (iii) incumbency; and (iv) that the Registration Rights Agreement duly executed by such Purchaser.condition in 3.1

First Closing. Upon the terms and subject to the conditions of this Agreement, at the First Closing provided for in Section 2.03 and for no separate consideration under this Agreement or the Brokerage Asset Purchase Agreement, subject to the allocation of the Purchase Price as provided for in the Brokerage Asset Purchase Agreement, Seller shall, and shall cause each other Seller Entity to, sell, convey, assign, transfer and deliver or cause to be sold, conveyed, assigned, transferred and delivered to Buyer (aor to a Subsidiary of Buyer, as directed by Buyer), and Buyer (or such Subsidiary) On shall purchase, acquire and assume from each Seller Entity, good and valid title in and to all of such Seller Entity's right, title and interest in and to all of the property and assets, real, personal or prior mixed, tangible or intangible (including goodwill), of every kind and description, wherever located (other than the Excluded Assets, the Wrap Assets and the Final Closing Assets) used primarily in or necessary to conduct the OMEGA Business (the "OMEGA Assets"), free and clear of any Liens other than Permitted Liens, including: (i) each Seller Entity's rights with respect to the Eligible OMEGA Accounts as of the First Closing Date, other than the Company shall deliver or cause to be delivered to each Purchaser Excluded OMEGA Accounts (the following: (i) this Agreement duly executed by the Company"Transferred OMEGA Accounts"); (ii) a legal opinion of Company Counsel, directed each Seller Entity's rights under any Wrap Agreements or other agreements related to the PurchasersTransferred OMEGA Accounts, in form including each Seller Entity's rights as to all guarantees, warranties and substance reasonably acceptable to the Purchasersindemnities related thereto; (iii) with respect to the Company shall have provided Transferred OMEGA Accounts, but subject to applicable privacy laws: (A) all material information relating to each Purchaser Transferred OMEGA Account (all such information, the "Transferred OMEGA Account Information"); and (B) all rights granted by Clients to use Transferred OMEGA Account Information, including all Client instructions and consents with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerrespect to solicitation; (iv) a copy of the irrevocable instructions each such Seller Entity's rights with respect to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable accrued and unpaid fees with respect to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable)Transferred OMEGA Accounts; (v) if applicableexcept to the extent previously transferred to Buyer under the Brokerage Asset Purchase Agreement, for all equipment, furniture, fixtures, improvements and all other tangible personal property used primarily in or necessary to conduct the OMEGA business as set forth on Schedule I, provided that any such property which is identified by Buyer and Seller as being used in more than one business unit shall be transferred to Buyer at the Final Closing; (vi) each Purchaser of Pre-Funded Warrants pursuant such Seller Entity's rights under all Assumed Contracts as set forth in the applicable Undertaking used primarily in or necessary to conduct the OMEGA Business; (vii) all Permits received by or issued to any Seller Entity or any employee or officer thereof to own, or lease and operate the Transferred OMEGA Accounts or otherwise used primarily in or necessary to conduct the OMEGA Business; (viii) Trademarks and Intellectual Property, together with all additions, modifications, updates and enhancements used primarily in or necessary to conduct the OMEGA Business; (ix) except to the extent previously transferred to Buyer under the Brokerage Asset Purchase Agreement and subject to Section 2.13.05, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal Books and Records applicable to the portion of OMEGA Business, provided that any such Purchaser’s First Closing Subscription Amount applicable Books and Records which are identified by Buyer and Seller as being used in more than one business unit shall be transferred to Pre-Funded Warrants divided by Buyer at the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment thereinFinal Closing; and (vix) such prepaid fees and expenses and other assets as Buyer and Seller shall mutually agree as necessary and appropriate for the Registration Rights Agreement duly executed operation by Buyer of the CompanyOMEGA Business. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.