Common use of Organization, Good Standing and Qualification Clause in Contracts

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), and (xiv) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xiv), collectively, the “Related Agreements”); (2) issue and sell the Note; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver this (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Master Security Agreement”"), (xiiiv) the side letter agreement Registration Rights Agreement relating to the Securities dated as of the date hereof by and between the Company, Company and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or or supplemented from time to time, the “Side Letter "Registration Rights Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"), (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessaryjurisdictions, except for those jurisdictions in which the failure to do so has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries Purchasers is a corporation, partnership partnership, limited duration company or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries Purchasers has the corporate, partnership, limited duration company or limited liability company or partnershipcompany, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteTerm Notes and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty Registration Rights Agreement relating to the Securities dated as of the date hereof made by among the Company’s Subsidiaries (as defined in Section 4.2) in favor of Company and the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or or supplemented from time to time, the “Affiliate GuarantyRegistration Rights Agreement”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), and (xivv) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Term Note and thereby referred to herein (the preceding clauses (ii) through (xiviv), the Subsidiary Guaranty dated as of May 19, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), the Stock Pledge Agreement dated as of May 19, 2005 among the Company, certain Subsidiaries of the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), and the Subordination Agreement dated as of May 19, 2005 among the Purchasers and the subordinated creditors party thereto, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the Subordination Agreement”), collectively, the “Related Agreements”); , to purchase the Term Notes and the shares of Common Stock issuable upon conversion of the Term Notes (2) issue the “Note Shares”), to purchase the Warrants and sell the Note; and (3) Warrant Shares, and, to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conductedAgreements. Each of the Company and each of its Subsidiaries Purchasers is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership partnership, limited duration company or limited liability company, as the case may be, in all such Purchasers jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”)organization.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) Reaffirmation and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Ratification Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Reaffirmation Agreement”) pursuant to which the Company reaffirms its obligations under, among other documents, instruments and agreements, (A) the Master Security Agreement dated as of October 28, 2004 by and between the Company and the Purchaser (as the same has been amended and restated as of the date hereof and as the same may be further amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (xiiB) the side letter agreement Restricted Account Agreement dated as of October 28, 2004 among North Fork Bank, a New York banking corporation, the Company and the Purchaser, and (C) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of October 28, 2004 made by the Company in favor of the Purchaser (as the same has been amended and restated as of the date hereof by and as the same may be further amended, modified or supplemented from time to time), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company, Company and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or supplemented from time to time, the “Side Letter Registration Rights Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”); (vi) the Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time), (vii) the Transfer Order and Direction to Pay made by the Company in favor of the Purchaser, (viii) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by Neodesha Pipeline, Inc. (“Neodesha”) in favor of the Purchaser (as amended, modified or supplemented from time to time), (ix) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by Coal Creek in favor of the Purchaser (as amended, modified or supplemented from time to time), (x) the Stock Pledge Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time), (xi) the Guaranty dated as of the date hereof made by Neodesha in favor of the Purchaser (as amended, modified or supplemented from time to time), (xii) the Guaranty dated as of the date hereof made by Coal Creek in favor of the Purchaser (as amended, modified or supplemented from time to time), (xiii) the Master Security Agreement dated as of the date hereof by and among Neodesha, Coal Creek and the Purchaser (as amended, modified and/or supplemented from time to time, the “Guarantor Security Agreement”) and (xiv) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivxii), collectively, the “Related Agreements”); (2) issue and sell the Note, the Warrant and the Warrant Shares; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries AirGATE is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company incorporation, and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority (A) to own and operate its properties and assets andassets, insofar as it is or shall be a party thereto, (B) to (1) execute and deliver (i) this Agreement, (ii) the NoteNotes and the Warrants, (iii) the Guaranty Security Agreement dated as of the even date hereof made by herewith between the Company’s Subsidiaries (as defined , AirGATE and each Purchaser substantially in Section 4.2) in favor the form of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Exhibit F (as amended, modified and/or or supplemented from time to time, the “Affiliate GuarantySecurity Agreement”), (iv) the Limited Guaranty Registration Rights Agreement relating to the Securities dated as of even date herewith between the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) Company and each Purchaser substantially in favor the form of the Agent and the Valens Purchasers Exhibit G (as amended, modified and/or or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “GuarantyRegistration Rights Agreement”), (v) the Master Security Guaranty Agreement dated as of the even date hereof among herewith between the Company, its Subsidiaries AirGATE and each Purchaser substantially in the Agent form of Exhibit H (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Guaranty Agreement”), and (xivvi) all other agreements, documents, certificates or instruments and agreements entered into in connection with the transactions contemplated hereby and thereby hereunder or delivered pursuant hereto (the preceding clauses (ii) through (xiviii)-(vi), collectively, the “Related Agreements”); (2) , except as set forth on Schedule 3.1, to issue and sell the Note; Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (C) except as set forth on Schedule 3.1, to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares,”), (D) to issue and sell the Tranche B Shares, and (3E) to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. Each of the Company and each of its Subsidiaries AirGATE is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of it conducts its activities and of its properties (both owned and leased) makes such qualification necessarybusiness, except for those jurisdictions in which the failure to do be so qualified and authorized has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its SubsidiariesAirGATE, taken individually and as a whole (a “Material Adverse Effect”).”

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power (corporate and otherwise) and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Master Security Agreement”"), (xiiiv) the side letter agreement Registration Rights Agreement relating to the Securities dated as of the date hereof by and between the Company, Company and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or or supplemented from time to time, the “Side Letter "Registration Rights Agreement”"), (v) pursuant to which the Guaranty dated as of the date hereof made by certain Subsidiaries of the Company agrees (as amended, modified or supplemented from time to prepay time, the "Subsidiary Guaranty"), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain principal and interest amounts with respect to the indebtedness owing by Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (xiv) all other documentsas amended, instruments and agreements entered into in connection with modified or supplemented from time to time, the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xiv"Restricted Account Agreement"), collectively, (ix) the “Related Agreements”); (2) issue and sell Restricted Account Side Letter related to the Note; and (3) carry out Restricted Account Agreement dated as of the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of date hereof between the Company and each of its Subsidiaries is duly qualified and is authorized the Purchaser (as amended, modified or supplemented from time to do business and is in good standing as a foreign corporationtime, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise"Restricted Account Side Letter"), properties(x) a Debenture, operations or prospects dated as of the Company and its Subsidiariesdate hereof, taken individually and given by A.C. Technical Systems Ltd. in favour of the Purchaser, (xi) a Guaranty, dated as of the date hereof, given by Brent Swanick in favour of the Purchaser, (xii) a whole (a “Material Adverse Effect”).Share Pledge Agree▇▇▇▇, ▇▇▇▇▇ ▇s of the date hereof, among A.C. Acquisition Corp., A.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Agent Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Company IP Security Agreement”"Subsidiary Guaranty"), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiivi) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Stock Pledge Agreement”"), (xiivii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), therein and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), ) and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole and which exceed $250,000 (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, partnership or limited liability company or partnershipcompany, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteTerm Notes and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty Registration Rights Agreement relating to the Securities dated as of the date hereof made by among the Company’s Subsidiaries (as defined in Section 4.2) in favor of Company and the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or or supplemented from time to time, the “Affiliate GuarantyRegistration Rights Agreement”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), and (xivv) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Term Note and thereby referred to herein (the preceding clauses (ii) through (xiviv), the Subsidiary Guaranty dated as of May 19, 2005 made by certain Subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”), the Stock Pledge Agreement dated as of May 19, 2005 among the Company, certain Subsidiaries of the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”), and the Subordination Agreement dated as of May 19, 2005 among the Purchasers and the subordinated creditors party thereto, and acknowledged and agreed to by the Company (as amended, modified or supplemented from time to time, the Subordination Agreement”), collectively, the “Related Agreements”); (2) , to issue and sell the Note; Term Notes and the shares of Common Stock issuable upon conversion of the Term Notes (3) other than the shares of Common Stock issuable upon conversion of the Term Note that will be issuable upon approval and adoption of the Share Increase Amendment), as defined below (the “Note Shares”), to issue and sell the Warrants and the Warrant Shares (other than the Warrant Shares that will be issuable upon approval and adoption of the Share Increase Amendment), and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”). Corgenix (UK) Ltd. owns no material assets in the United States.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”), ") and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver or reaffirm (as the case may be) (i) this Agreement, (ii) the NoteNote and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty Reaffirmation, Ratification and Amendment Agreement dated as of the date hereof made by between the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified modified, restated and/or supplemented from time to time, the “Affiliate GuarantyReaffirmation Agreement”), respecting (ivamong other things) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (va) the Master Security Agreement dated as of the date hereof among June 30, 2006, between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as the same may have been and hereafter may be amended, modified modified, restated and/or supplemented from time to time, the “Master Security Agreement”), (vib) the Stock Pledge Agreement dated as of June 30, 2006, among the Company, certain Subsidiaries of the Company and the Purchaser (as the same may have been and hereafter may be amended, modified, restated and/or or supplemented from time to time, the “Stock Pledge Agreement”), (c) the Intellectual Property Security Agreement dated as of June 30, 2006, among the date hereof between Company, certain Subsidiaries of the Company and the Agent Purchaser (as the same may have been and hereafter may be amended, modified modified, restated and/or or supplemented from time to time, the “IP Security Agreement”), and (d) the Subsidiary Guaranty dated as of June 30, 2006, made by certain Subsidiaries of the Company (as the same may have been and hereafter may be amended, modified, restated and/or supplemented from time to time, the “Company IP Security AgreementSubsidiary Guaranty”), ; (viiiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified modified, restated and/or supplemented from time to time, the “Royalty Registration Rights Agreement”), ; (xiiv) the side letter agreement dated the date hereof by Amended and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Restated Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B E hereto (as amended, modified modified, restated and/or supplemented from time to time, the “Escrow Agreement”); (vi) the Warrants; (vii) the Restricted Account Agreement by and among the Purchaser, the Company and North Fork Bank, dated as of the date hereof (as amended, modified, restated and/or supplemented, the “Restricted Account Agreement”); (viii) the Restricted Account Side Letter by and among the Purchaser and the Company, dated as of the date hereof (as amended, modified restated and/or supplemented, the “Restricted Account Side Letter”); (ix) the letter agreement dated as of the date hereof between the Purchaser and the Company respecting the securities issueable pursuant to the Warrants (as amended, modified, restated and/or supplemented from time to time, the “Warrant Side Letter”; and (xivx) all other documents, instruments and agreements entered into on or after the date hereof in connection with the transactions contemplated hereby and thereby thereby, as executed by the applicable parties and thereafter amended, modified, restated and/or supplemented from time to time (the documents, instruments and agreements referenced in the preceding clauses (ii) through (xivxii) (including sub-clauses (iii)(a), (iii)(b), (iii)(c) and (iii)(d) thereof), collectively, the “Related Agreements”); (2) issue and sell the Note; (3) issue and sell the Warrants and Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or and prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNotes to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its certain Subsidiaries of the Company and the Agent (as amended, restated, modified and/or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Agreement Subsidiary Guaranty dated as of the date hereof between made by certain Subsidiaries of the Company and the Agent (as amended, restated, modified and/or supplemented from time to time, the “Company IP Security AgreementSubsidiary Guaranty”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiiv) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, restated, modified and/or or supplemented from time to time, the “Royalty Stock Pledge Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto (as amended, restated, modified and/or supplemented from time to time, the “Escrow Agreement”), ) and (xivvii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivvii), collectively, the “Related Agreements”); (2) issue and sell the NoteNotes; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty Reaffirmation and Ratification Agreement dated as of the date hereof made by among the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV ICoal Creek Pipeline, LLC Inc. (“Valens US” together with the PurchaserCoal Creek”), the Neodesha Pipeline, Inc. (“Valens PurchasersNeodesha”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate GuarantyReaffirmation Agreement”)) pursuant to which the Company, Coal Creek and Neodesha reaffirm their respective obligations under, among other documents, instruments and agreements, (ivA) the Limited Guaranty Securities Purchase Agreement dated as of October 28, 2004 by and between the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of Company and NY481079.3 20389110047 04/11/2006 :ap 2 the Agent and the Valens Purchasers Purchaser (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (vB) the Master Security Securities Purchase Agreement dated as of October 31, 2005 by and between the date hereof among the Company, its Subsidiaries Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (viC) the Intellectual Property Amended and Restated Master Security Agreement dated as of the date hereof between the Company October 31, 2004 by and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Company Master Security Agreement”), (xiiD) the side letter agreement Master Security Agreement dated the date hereof as of October 31, 2005 by and between among Neodesha, Coal Creek and the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or supplemented from time to time, the “Side Letter Guarantor Security Agreement” together with the Company Master Security Agreement, each a “Master Security Agreement” and collectively, the “Master Security Agreements”), (E) the Guaranty dated October 31, 2005 made by Coal Creek in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (F) the Guaranty dated October 31, 2005 made by Neodesha in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (G) the Stock Pledge Agreement dated as of October 31, 2005 by and between the Company and the Purchaser and (H) the Restricted Account Agreement dated as of October 28, 2004 among North Fork Bank, a New York banking corporation, the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Warrant dated as of the date hereof by and between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Registration Rights Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (vi) the First Amendment to Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production/Amendment to the Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company, Coal Creek and Neodesha in favor of the Purchaser (as amended, modified and/or supplemented from time to time) and (xivvii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivvii), collectively, the “Related Agreements”); (2) issue and sell the Note, the Warrant and the Warrant Shares; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, assets. The Company has the corporate power and authority to (1) execute and deliver (i) this Agreement, (ii) the NoteNotes and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) Reaffirmation and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Ratification Agreement dated as of the date hereof between the Company, certain subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Company IP Security "Reaffirmation Agreement”"), (viiiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between ▇’▇▇▇▇▇▇▇ Convertible Note and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Warrant dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto therein (as amended, modified and/or or supplemented from time to time, the “"Funds Escrow Agreement”), ") and (xivvi) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Securities and thereby referred to herein (the preceding clauses (ii) through (xivvi), together with (a) that certain Master Security Agreement, dated as of May 13, 2004 by and among the Company, certain subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "2004 Master Security Agreement"), (b) that certain Stock Pledge Agreement, dated as of February 6, 2006, by and among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "2006 Stock Pledge Agreement", (c) that certain Subsidiary Guarantee, dated as of February 6, 2006, made by certain subsidiaries of the Company to the Purchaser (as amended, modified or supplemented from time to time, the "2006 Subsidiary Guarantee") and (d) that certain Security Agreement, dated as of February 6, 2006, by and among the Company, certain subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "2006 Security Agreement"), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Notes and the shares of Common Stock issuable upon conversion of the Convertible Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company --------------------------------------------- and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1a) execute and deliver (i) this Agreement, (ii) the NoteNote to be issued in connection with this Agreement, (iii) the Guaranty Reaffirmation and Ratification Agreement dated as of the date hereof made by among the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), "Reaffirmation Agreement") pursuant to which the Company and certain Subsidiaries of the Company reaffirm their obligations under (ivA) the Limited Guaranty Master Security Agreement dated as of June 30, 2005 among the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇Company, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor certain Subsidiaries of the Agent Company and the Valens Purchasers Purchaser (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”"Master Security Agreement"), (vB) the Master Security Agreement Subsidiary Guaranty dated as of June 30, 2005 made by certain Subsidiaries of the date hereof among the Company, its Subsidiaries and the Agent Company (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”"Subsidiary Guaranty"), ; (viC) the Intellectual Property Security Stock Pledge Agreement dated as of June 30, 2005 among the date hereof between Company, certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Company IP Security "Stock Pledge Agreement”"), (viiiv) the Intellectual Property Security Registration Rights Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amendedJune 30, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof 2005 between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Registration Rights Agreement”)") relating to any and all notes, (xii) options, warrants and other securities delivered to the side letter agreement Purchaser by the Company and/or its Subsidiaries pursuant to that certain Securities Purchase Agreement dated the date hereof as of June 30, 2005 by and between the CompanyCompany and the Purchaser (collectively, the Valens Purchasers"June 2005 Securities"); (v) the Amended and Restated Mortgage, Laurus Master FundDeed of Trust, Ltd. (“Laurus”) Security Agreement, Financing Statement and Valens Offshore SPV IAssignment of Production effective as of April 26, Ltd. (“Valens Offshore”) 2006 made by the Company in favor of the Purchaser (as amended, modified and/or supplemented from time to time); the April 26, 2006 Gulf Coast Oil Corporation ("Gulf Coast") Secured Term Note and Common Stock Purchase Warrant; and the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens PurchasersJune 30, Laurus and Valens Offshore2006, Gulf Coast Secured Term Note, (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto (as amended, modified and/or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Amended Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated on or about the date hereof made by the Company in favor of the Purchaser and (xivix) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xiv)ix) including subclauses (A) through (C) in clause (iii) above, collectively, the “"Related Agreements”"); (2b) issue and sell the Note; and (3c) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (x) the mortgages and additional security documentation required to be entered into by the Company or any of its Subsidiaries pursuant to the terms of this Agreement and the other Related Agreements (as amended, modified or supplemented from time to time, collectively, the “Additional Security Documentation”), (xi) the Option, (xii) the Subordination Agreement dated as of the date hereof among the subordinated lenders party thereto and the Purchaser (as amended, modified or supplemented from time to time, the “Subordination Agreement”), and (xivxiii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivxii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares and the Option and the Option Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets andassets, insofar as it is or shall be and to execute and deliver, to the extent a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Agent Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Company IP Security Agreement”"Subsidiary Guaranty"), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiivi) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Stock Pledge Agreement”"), (xiivii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), and (xivix) the Intercompany Subordination Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (the "Intercompany Subordination Agreement") and (ix) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivix), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty Reaffirmation and Ratification Agreement dated as of the date hereof made by among the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV ICoal Creek Pipeline, LLC Inc. (“Valens US” together with the PurchaserCoal Creek”), the Neodesha Pipeline, Inc. (“Valens PurchasersNeodesha”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate GuarantyReaffirmation Agreement”)) pursuant to which the Company, Coal Creek and Neodesha reaffirm their respective obligations under, among other documents, instruments and agreements, (ivA) the Limited Guaranty Securities Purchase NY483949.3 20389110047 06/07/2006 :lh 2 Agreement dated as of October 28, 2004 by and between the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent Company and the Valens Purchasers Purchaser (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (vB) the Master Security Securities Purchase Agreement dated as of October 31, 2005 by and between the date hereof among the Company, its Subsidiaries Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (viC) the Intellectual Property Security Securities Purchase Agreement dated as of the date hereof March 31, 2006 by and between the Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (viiD) the Intellectual Property Secured Convertible Term Note dated as of October 28, 2004 made by the Company in favor of the Purchaser in the original principal amount of $8,000,000, (E) the Amended and Restated Secured Term Note effective as of October 31, 2005 made by the Company in favor of the Purchaser in the original principal amount of $10,000,000, (F) the Amended and Restated Secured Term Note dated as of March 31, 2006 made by the Company in favor of the Purchaser in the original principal amount of $5,000,000, (G) the Amended and Restated Master Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ October 31, 2005 by and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Company Master Security Agreement”), (xiiH) the side letter agreement Master Security Agreement dated the date hereof as of October 31, 2005 by and between among Neodesha, Coal Creek and the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or supplemented from time to time, the “Side Letter Guarantor Security Agreement” together with the Company Master Security Agreement, each a “Master Security Agreement” and collectively, the “Master Security Agreements”), (I) the Guaranty dated October 31, 2005 made by Coal Creek in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (J) the Guaranty dated October 31, 2005 made by Neodesha in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (K) the Stock Pledge Agreement dated as of October 31, 2005 by and between the Company and the Purchaser and (L) the Restricted Account Agreement dated as of October 28, 2004 among North Fork Bank, a New York banking corporation, the Company and the Purchaser, (iv) the Registration Rights Agreement relating to the Warrant dated as of the date hereof by and between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Registration Rights Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (vi) the Second Amendment to Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company, Coal Creek and Neodesha in favor of the Purchaser (as amended, modified and/or supplemented from time to time) and (xivvii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivvii), collectively, the “Related Agreements”); (2) issue and sell the Note, the Warrant and the Warrant Shares; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver this (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Master Security Agreement”"), (xiiiv) the side letter agreement Registration Rights Agreement relating to the Securities dated as of the date hereof by and between the Company, Company and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or or supplemented from time to time, the “Side Letter "Registration Rights Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"), (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessaryor authorization is required, except for those jurisdictions in which the failure to do so has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (xivx) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivx), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Option and the Option Shares and the Warrant and the Warrant Shares, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Agent Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Company IP Security Agreement”"Subsidiary Guaranty"), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiivi) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Stock Pledge Agreement”"), (xiivii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Restricted Account Agreement dated as of Exhibit B hereto (as amended, modified and/or supplemented from time to timethe date hereof among the Company, the “Escrow Purchaser and North Fork Bank (including the side letter related thereto, the "Restricted Account Agreement”), ") and (xivix) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivix), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteSeries A Preferred and the Warrant to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser, (v) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Company (as amended, modified and/or or supplemented from time to time, the “Affiliate "Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”"), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company by and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Stock Pledge Agreement”"), (xiivii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form certificate of Exhibit B hereto designation related to the Series A Preferred (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”"Certificate of Designation"), and (xiv) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xiv), collectively, the “Related Agreements”); (2) issue and sell the Note; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Parent, --------------------------------------------- Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Parent, the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its the Parent, certain Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Master Security Agreement”"), (xiiiv) the side letter agreement two Restricted Account Agreements dated as of the date hereof among North Fork Bank, a New York banking corporation, the Company and the Purchaser, (v) the Mortgage, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by and the Company in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (vi) the Parent Warrant to purchase the Parent Warrant Shares, (vii) the Registration Rights Agreement relating to the Parent Warrant dated as of the date hereof between the Company, Parent and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or supplemented from time to time, the “Side Letter "Registration Rights Agreement”"), (viii) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to Guaranty dated as of the indebtedness owing date hereof made by the Company Parent in favor of the Purchaser (as amended, modified and/or supplemented from time to time, the Valens Purchasers, Laurus and Valens Offshore"Parent Guaranty"), (xiiiix) the Guaranty Agreement dated as of date hereof made by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in favor of the Purchaser (as amended, modified and/or supplemented from time to time), (x) the Stock Pledge Agreement dated as of the date hereof between the Parent and the Purchaser (as amended, modified and/or or supplemented from time to time, the "Stock Pledge Agreement"), (xi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B E hereto (as amended, modified and/or supplemented from time to time, the “"Escrow Agreement”), ") and (xivxii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivxii), collectively, the “"Related Agreements”"); (2) issue and sell the Note; (3) issue and sell the Warrant, the Parent Warrant, the Warrant Shares and the Parent Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Parent, the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Parent, the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1a) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of Amended and Restated Registration Rights Agreement relating to the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto C hereto, (as amended, modified and or supplemented from time to time, the "Escrow Agreement"), (v) the Reaffirmation and Ratification Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to timethe (the "Reaffirmation"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the “Escrow Purchaser and North Fork Bank (as amended, modified and/or supplemented from time to time (the "Restricted Account Agreement”"), (vii) the Restricted Account Side Letter dated as of the date hereof among the Company, the Purchaser and North Fork Bank relating to the Restricted Account Agreement and (xivviii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2b) issue and sell the Note; (c) issue and sell the Warrant and the Warrant Shares pursuant to the terms of the Warrant; and (3d) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) Reaffirmation and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Ratification Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Reaffirmation Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (v) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (vi) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”) and (xivvii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivvii), collectively, the “Related Agreements”); (2) issue and sell the Note; (3) issue and sell the Warrants and the Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Subsidiary Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Subsidiary Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), (viii) those certain agreements related to the lockbox and clearing account arrangements maintained by the Company and its Subsidiaries at Commerce Bank for the benefit of the Purchaser (as amended, modified or supplemented from time to time, the “Clearing Account Agreements”), (ix) the Supplemental Stock Pledge Agreement dated as of the date hereof by and between the Company, Pharma Labs RX, Inc. and the Purchaser (as amended, modified or supplemented from time to time, the “Supplemental Stock Pledge Agreement”), (x) that certain Guaranty made by ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ in favor of the Purchaser dated the date hereof (as amended, modified or supplemented from time to time, the “Supplemental Guaranty”) and (xivxi) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivxi), collectively, the “Related Agreements”); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company or the Company and its it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to thereintherein (the “Escrow Agent”), substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), ) and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “Related Agreements”); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Agent Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Company IP Security AgreementSubsidiary Guaranty”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (vii) the form Restricted Account Agreement dated as of Exhibit B hereto (as amended, modified and/or supplemented from time to timethe date hereof among the Company, the Purchaser and North Fork Bank (the “Escrow Restricted Account Agreement”), ) and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Stock Pledge Agreement dated as of the date hereof by and between the Company, Company and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens OffshorePurchaser, (xiiivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (vii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (viii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (ix) the Subordination Agreement dated as of the date hereof between the subordinated lender party thereto and the Purchaser (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (xivx) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivx), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty Master Security Agreement dated as of the date hereof made by between the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”"Master Security Agreement"), (iv) the Limited Guaranty dated as of Registration Rights Agreement relating to the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “"Escrow Agreement”"), (viii) (a) the Composite Guarantee and Debenture, dated as of the date hereof, among the Company, its Subsidiaries and the Purchaser, (b) certain Deeds of Priorities, dated on or after the date hereof, among the Purchaser, Lloyds TSB Commercial Finance Limited, Lloyds TSB Bank plc, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Adal Seco Limited, Adal Estates Limited, Adal Extra Limited, Adal Group (UK) Limited and/or Adal Engineering Limited, and (xivc) certain Deeds of Priorities, each dated on or after the date hereof, among the Purchaser, State Securities plc, Venture Finance Plc, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Guilform Holdings Limited and/or Adal Guilform Limited (as each of the documents referred to in the preceding clauses (a) through (c), inclusive, of this clause (viii) are amended, modified or supplemented from time to time, collectively, the "Foreign Documentation") and (ix) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) issue and sell the Note; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, partnership or limited liability company or partnershipcompany, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteTerm Notes and the Warrants to be issued in connection with this Agreement, (iii) the Registration Rights Agreement relating to the Securities dated as of the date hereof among the Company and the Purchasers (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”), (iv) the Subsidiary Guaranty dated as of the date hereof made by the Company’s certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Company (as amended, modified and/or or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Subsidiary Guaranty”), (v) the Master Security Stock Pledge Agreement dated as of the date hereof among the Company, its certain Subsidiaries of the Company and the Agent Purchasers (as amended, modified and/or or supplemented from time to time, the “Master Security Stock Pledge Agreement”), (vi) the Intellectual Property Security Escrow Agreement dated as of the date hereof between among the Company Company, the Purchasers and the Agent escrow agent referred to therein, substantially in the form of Exhibit D hereto (as amended, modified and/or or supplemented from time to time, the “Company IP Security Escrow Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent Purchasers and North Fork Bank (as amended, modified and/or or supplemented from time to time, the “Restricted Account Agreement”), (xviii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between among the Company and the Agent Purchasers (as amended, modified and/or or supplemented from time to time, the “Restricted Account Side Letter”), (xiix) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Subordination Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred subordinated creditors party thereto, and acknowledged and agreed to therein, substantially in by the form of Exhibit B hereto Company (as amended, modified and/or or supplemented from time to time, the “Escrow Subordination Agreement”), ) and (xivx) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Term Note and thereby referred to herein (the preceding clauses (ii) through (xivix), collectively, the “Related Agreements”); (2) , to issue and sell the Note; Term Notes and the shares of Common Stock issuable upon conversion of the Term Notes (3) the “Note Shares”), to issue and sell the Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”). Corgenix (UK) Ltd. owns no material assets in the United States.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, and except for Sequiam Software, Inc., which, although it has paid franchise taxes and timely filed applicable tax returns as required under California law, its records have not been updated by the applicable state authority, are duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) Amended and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Restated Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Company IP "Master Security Agreement”"), (viiiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Amended and Restated Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Subsidiary Guaranty"), (xiiivi) the Funds Escrow Amended and Restated Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or or supplemented from time to time, the “Escrow "Stock Pledge Agreement”"), (vii) the Subordination Agreement dated as of the date hereof among ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and the Purchaser (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to make and deliver the Note and to issue and sell the Note; Warrant and (3) the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries Subsidiaries, except for Sequiam Software, Inc., is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master åMaster Security Agreement”Agreementæ), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company Warrant Shares and the Agent Note Shares (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (viihereinafter defined) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Agreement”åRegistration Rights Agreementæ), (xiiv) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”åEscrow Agreementæ), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and agreed upon bank (as amended, modified or supplemented from time to time, the åRestricted Account Agreementæ), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the åRestricted Account Side Letteræ) and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivvii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Subsidiaries has the corporate power and authority to own and operate its properties and assets, to execute and deliver the Master Security Agreement, and to carry out the provisions of any Related Agreement such Subsidiary is a party to, and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material åMaterial Adverse Effect”Effectæ).

Organization, Good Standing and Qualification. Each of the Company --------------------------------------------- and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1a) execute and deliver (i) this Agreement, (ii) the Note, the Warrant and the Option to be issued in connection with this Agreement, (iii) the Guaranty Master Security Agreement dated as of the date hereof made by between the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”"Master Security Agreement"), (iv) the Limited Guaranty dated as of Registration Rights Agreement relating to the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified and/or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B E hereto (as amended, modified and/or supplemented from time to time, the “"Escrow Agreement”"), (viii) each mortgage dated as of the date hereof made by the Company in favor of the Purchaser and (xivix) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivix), collectively, the “"Related Agreements”"); (2b) issue and sell the NoteNote and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"); (c) issue and sell the Warrant and the Warrant Shares; (d) issue and sell the Option and the Option Shares; and (3e) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the Note, the Warrant and the Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchasers (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the EPXR Registration Rights Agreement relating to the Securities dated as of the date hereof between EPXR and the Purchasers, (v) the VOXX Registration Rights Agreement relating to the Securities dated as of the date hereof between VOXX and the Purchasers, (vi) the Guaranty dated as of the date hereof made by the Company’s Company and certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Company (as amended, modified and/or or supplemented from time to time, the “Affiliate "Guaranty”"), (ivvii) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Stock Pledge Agreement dated as of the date hereof among the Company, its certain Subsidiaries of the Company and the Agent Purchasers (as amended, modified and/or or supplemented from time to time, the “Master Security "Stock Pledge Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”"), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in (ix) the form Intercreditor and Collateral Agency Agreement dated as of Exhibit B hereto the date hereof between the Purchasers and Laurus, and acknowledged to by the Company (as amended, modified and/or or supplemented from time to time, the “Escrow "Intercreditor Agreement”"), (x) the Foreign Documentation (as defined below) and (xivxi) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivxi), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Option and the Option Shares, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Agreement dated as of the date hereof between made by the Company and in favor of the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiivi) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vii) the Membership Interest Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiiviii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), ) and (xivix) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivix), collectively, the “Related Agreements”); (2) issue and sell the Note; (3) issue and sell the Warrants and the Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of New Century Energy Corp. (the “Parent”), the Company and each of its their respective Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of The Parent, the Company Company, and each of its their respective Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, ; (ii) the Note, Notes to be issued in connection with this Agreement; (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the CompanyParent, its the Company and certain of their Subsidiaries and the Agent (as amended, restated, modified and/or supplemented from time to time, the “Master Security Agreement”), ; (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ixiv) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, restated, modified and/or supplemented from time to time, the “Restricted Account Agreement”), ; (xv) the Restricted Account Side Letter Guaranty dated as of the date hereof between made by the Company Parent and certain Subsidiaries of the Agent Parent (as amended, restated, modified and/or supplemented from time to time, the “Restricted Account Side LetterParent Guaranty”), ; (xivi) the Royalty Stock Pledge Agreement dated as of the date hereof between the Company Parent and the Purchaser Agent (as amended, restated, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”); (vii) the Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Parent and Century Resources, Inc. in favor of the Agent (as amended, restated, modified and/or supplemented from time to time, the “Royalty AgreementParent Mortgage”), ; (xiiviii) the side letter agreement Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by and between the Company, Company in favor of the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Agent (as amended, restated, modified and/or supplemented from time to time, the “Side Letter AgreementMortgage”); (ix) pursuant to which the Company agrees to prepay certain principal Net Profits Interest Agreement and interest amounts with respect to the indebtedness owing Conveyance of Net Profits Overriding Royalty Interest related thereto, each dated as of the date hereof and each made by the Company in favor of the Purchasers (as each are amended, restated, modified and/or supplemented from time to time, collectively, the “Net Profits Interest Agreements”); (x) the Letter Agreement Amending Existing Notes and Consent to Distribution and Granting of Liens dated as of the date hereof among the Company, the Parent, Laurus, Valens PurchasersU.S. SPV I LLC, Laurus Valens Offshore SPV I Ltd. and Valens OffshorePSource Structured Debt Limited (as amended, restated, modified and/or supplemented from time to time, the “Amendment”); (xiiixi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto (as amended, restated, modified and/or supplemented from time to time, the “Escrow Agreement”), ; and (xivxii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivxii), collectively, the “Related Agreements”); (2) issue and sell the NoteNotes; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Parent, the Company and each of its their respective Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Reaffirmation and Ratification Agreement dated as of the date hereof between by and among the Company, certain Subsidiaries and the Purchaser (as amended, modified or supplemented, the “Reaffirmation Agreement”), which reaffirms and ratifies the obligations of the Company and the Agent Subsidiaries under (a) that certain Security Agreement by and among the Company, certain Subsidiaries of the Company and the Purchaser dated as of August 25, 2005; (b) that certain Security Agreement dated as of August 25, 2005 by and among certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Company IP Subsidiary Security Agreement”), ) and (viic) the Intellectual Property Security that certain Continuing Guaranty Agreement dated as of August 25, 2005 among certain Subsidiaries of the date hereof between ▇’▇▇▇▇▇▇▇ Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security AgreementContinuing Guaranty”), ; (viiiv) the Stock Pledge Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), ) and (xivvii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (iiiii) through (xivvii), collectively, the “Related Agreements”); (2) issue and sell the NoteNote and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”); (3) issue and sell the Warrant and the Warrant Shares; (4) issue and sell the Interest Shares; and (35) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the ------------------------------------------------ Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to thereintherein (viii) that certain Incremental Funding Side Letter, substantially in dated the form of Exhibit B hereto date hereof, between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”"Incremental Funding Side Letter"), (ix) the Subordination Agreement dated as of the date hereof among M▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, N▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and the Purchaser (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (xivx) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivx), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note, the Warrant and the Option to be issued in connection with this Agreement, (iii) the Guaranty Master Security Agreement dated as of the date hereof made by between the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”"Master Security Agreement"), (iv) the Limited Guaranty dated as of Registration Rights Agreement relating to the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Subsidiary Guaranty"), (xiiivi) the Funds Escrow Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or or supplemented from time to time, the “Escrow "Stock Pledge Agreement”"), and (xivvii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xiv), collectively, the “Related Agreements”); (2) issue and sell the Note; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).Funds Escrow

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver this (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”)Purchaser, (viiiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”), ") and (xivvi) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivvi), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessaryjurisdictions, except for those jurisdictions in which the failure to do so has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the Note, the Option and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), (viii) the Deed of Trust, dated as of the date hereof, made by the Company (or a Subsidiary thereof) in favor of the Purchaser (as amended, modified or supplemented from time to time, the “Mortgage”), and all agreements and other documents related to the Mortgage, (ix) each Subordination Agreement dated as of the date hereof among the Purchaser and the respective subordinated creditors party thereto, and acknowledged and agreed to by the Company (each, as amended, modified or supplemented from time to time, a “Subordination Agreement” and collectively, the “Subordination Agreements”) and (xivx) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivx), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Option and the Option Shares and the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Master Security Agreement”"), (xiiiv) the side letter agreement Registration Rights Agreement relating to the Securities dated as of the date hereof by and between the Company, Company and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or or supplemented from time to time, the “Side Letter "Registration Rights Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"), (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Mortgage dated as of the date hereof made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Oil and Gas Mortgage"), (vii) the Transfer Order and Direction to Pay made by the Company in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Transfer Order"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (xivx) and all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivx), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the PurchaserReaffirmation, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) Ratification and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Amendment Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Reaffirmation Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”") (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto (as amended, modified modified, restated and/or supplemented from time to time, the “"Escrow Agreement”"), (v) the Warrants; (vi) the letter agreement dated as of the date hereof between the Purchaser and the Company respecting the securities issueable pursuant to the Warrants (as amended, modified, restated and/or supplemented from time to time, the "Warrant Side Letter"; and (xivvii) all other documents, instruments and agreements entered into on or after the date hereof in connection with the transactions contemplated hereby and thereby thereby, as executed by the applicable parties and thereafter amended, modified, restated and/or supplemented from time to time (the preceding clauses (ii) through (xivvii), collectively, the “"Related Agreements”"); (2) issue and sell the Note; (3) issue and sell the Warrants and Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or and prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote to be issued in connection with this Agreement, (iii) the Guaranty Master Security Agreement dated as of the date hereof made by between the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”"Master Security Agreement"), (iv) the Limited Guaranty dated as of Registration Rights Agreement relating to the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Stock Pledge Agreement dated as of the date hereof by and between among the Company, certain Subsidiaries of the Valens PurchasersCompany and the Purchaser (as amended, Laurus Master Fundmodified and/or or supplemented from time to time, Ltd. the "Stock Pledge Agreement"), (“Laurus”vi) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Subsidiary Guaranty"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto (as amended, modified and/or supplemented from time to time, the “"Escrow Agreement”), ") and (xivviii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) issue and sell the NoteNote and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"); and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial condition, properties or otherwise)operations of the Company, propertiestaken individually, operations or prospects of and/or the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each Except as set forth in Schedule 4.1, each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Share Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Share Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), (viii) the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of the date hereof made by Debas Chocolate Inc. in favor of Purchaser (as amended, modified or supplemented from time to time, the “Deed of Trust”) and (xivx) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivx), collectively, the “Related Agreements”); (2) issue and sell the NoteNote and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”); (3) issue and sell the Warrant and the Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNotes to be issued in connection with this Agreement, (iii) the Guaranty Security Agreement to be dated as of the date hereof made by Initial Closing Date among the Company’s , all of the Subsidiaries (other than the Excluded Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”below)) and LV Administrative Servicesthe Agent, Inc, in the form attached hereto as agent for Exhibit B with any changes thereto as are approved by the Valens Purchasers (Company and the “Agent”) Agent (as amended, restated, modified and/or supplemented from time to time, the “Affiliate GuarantySecurity Agreement”), (iv) the Limited Guaranty Pledge Agreement to be dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof Initial Closing Date among the Company, its certain Subsidiaries and the Agent (Agent, in the form attached hereto as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated Exhibit C with any changes thereto as of the date hereof between are approved by the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amendedrestated, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ixv) the Restricted Account Guaranty Agreement dated as of the date hereof Initial Closing Date among all of the CompanySubsidiaries (other than the Excluded Subsidiaries) in favor of the Agent, in the form attached hereto as Exhibit D with any changes thereto as are approved by the Company and the Agent and North Fork Bank (as amended, restated, modified and/or supplemented from time to time, the “Restricted Account AgreementSubsidiary Guaranty”), (xvi) the Restricted Account Side Letter Control Agreements, in each case, dated as of the date hereof between Initial Closing Date, among the Company and its Subsidiaries, the Agent and the applicable financial institution in the form attached hereto as Exhibit E with any changes thereto as are approved by the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amendedrestated, modified and/or supplemented from time to time, each, an “Account Control Agreement” and together, the “Royalty AgreementAccount Control Agreements”), (xiivii) leasehold mortgages, in each case, dated on or after the side letter agreement dated Initial Closing Date, by the date hereof by Company and between the Companycertain of its Subsidiaries, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) as applicable (as amended, restated, modified and/or supplemented from time to time, the each, a “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal Leasehold Mortgage” and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to timetogether, the “Escrow AgreementLeasehold Mortgages”), and (xivviii) all other documents, instruments instruments, guarantees and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivviii), collectively, the “Related Agreements”); (2) issue and sell the NoteNotes; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken as a whole, or the Company and the Guarantors, taken individually and as a whole whole, (b) the legality, invalidity, enforceability, perfection or priority of the security interests and liens of Agent upon the Collateral (as defined in the Security Agreement) or (c) the ability of the Company and the Guarantors, taken as a whole, to perform their obligations under this Agreement or the Related Agreements (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified modified, restated and/or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified modified, restated and/or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified modified, restated and/or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified, restated and/or or supplemented from time to time, the “Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B E hereto (as amended, modified modified, restated and/or supplemented from time to time, the “Escrow Agreement”), (viii) the Intellectual Property Security Agreement dated as of the date hereof among the Company, ___ and the Purchaser, substantially in the form of Exhibit F hereto (as amended, modified, restated and/or supplemented from time to time, the “IP Security Agreement”), (ix) the Warrants; (x) the Restricted Account Agreement by and among the Purchaser, the Company and North Fork Bank, dated as of the date hereof (as amended, modified, restated and/or supplemented, the “Restricted Account Agreement”); (x) the Restricted Account Side Letter by and among the Purchaser and the Company, dated as of the date hereof (as amended, modified restated and/or supplemented, the “Restricted Account Side Letter”); (xii) the letter agreement dated as of the date hereof between the Purchaser and the Company respecting the securities issueable pursuant to the Warrants (as amended, modified, restated and/or supplemented from time to time, the “Warrant Side Letter”; and (xivxiii) all other documents, instruments and agreements entered into on or after the date hereof in connection with the transactions contemplated hereby and thereby thereby, as executed by the applicable parties and thereafter amended, modified, restated and/or supplemented from time to time (the preceding clauses (ii) through (xivxiii), collectively, the “Related Agreements”); (2) issue and sell the Note; (3) issue and sell the Warrants and Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or and prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver deliver, in each case, to the extent party thereto (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among February 8, 2005 between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of February 8, 2005 made by certain Subsidiaries of the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of February 8, 2005 among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”), ") and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) issue and sell the Note; and (3) , to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted, and in the case of the Company only, to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares") and to issue and sell the Warrant and the Warrant Shares. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of organizationPennsylvania. Each of the Company and each of its Subsidiaries Subsidiaries, as applicable, has the corporate, corporate or limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty Master Security Agreement relating to the Note, dated as of the date hereof made hereof, by and among the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amendedrestated, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities, dated as of the date hereof, between the Company and the Purchaser (the “Registration Rights Agreement”), (v) the Subsidiary Guaranty made by certain Subsidiaries of the Company, dated as of the date hereof between the Company and the Agent (as amended, modified and/or or supplemented from time to time, the “Company IP Security AgreementSubsidiary Guaranty”), (viivi) the Intellectual Property Security Agreement Pledge Agreement, dated as of the date hereof between ▇’▇▇▇▇▇▇▇ hereof, by and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Stock Pledge Agreement”), (xiivii) the side letter agreement dated the date hereof by Escrow Agreement, and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”viii) all other agreements expressly referred to herein and Valens Offshore SPV I, Ltd. (“Valens Offshore”) expressly related to this Agreement (as each of the foregoing clauses (ii) through (viii), inclusive, may be amended, restated, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), and (xiv) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xiv), collectively, the “Related Agreements”); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would be reasonably expected not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the businessCompany, its Subsidiaries or their assets, liabilities, condition (financial or otherwise), properties, operations business or prospects results of the Company and its Subsidiariesoperations, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, assets. The Company has the corporate power and authority to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Master Security Agreement”"), (xiiiv) the side letter agreement Registration Rights Agreement relating to the Securities dated as of the date hereof by and between the Company, Company and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens OffshorePurchaser, (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), therein and (xivvi) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivvi), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be,, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to (a) own and operate its properties and assets andassets, insofar as (b) to execute and deliver (to the extent it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Agent Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Company IP Security AgreementSubsidiary Guaranty”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiivi) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Stock Pledge Agreement”), (xiivii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), therein and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “Related Agreements”); (2) issue and sell the Note; and (3c) to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. The Company has the corporate power and authority to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”), to issue and sell the Warrant and the Warrant Shares. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of organizationMassachusetts, Delaware and California as applicable. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, all requisite corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NotePreferred Stock to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”)Warrant, (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (viv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiivi) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vii) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiiviii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), ) and (xivix) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivix), collectively, the “Related Agreements”); (2) to issue and sell the Note; Preferred Stock and the shares of Common Stock issuable upon conversion of the Preferred Stock (3) the “Conversion Shares”), to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrant, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole or their respective businesses a (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty Master Security Agreement dated as of the date hereof made by between the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”"Master Security Agreement"), (iv) the Limited Guaranty dated as of Registration Rights Agreement relating to the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiiv) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto D hereto, (as amended, modified and/or and or supplemented from time to time, the “"Escrow Agreement”), ") and (xivvi) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivvi), collectively, the “"Related Agreements”"); (2) issue and sell the Note; (3) issue and sell the Warrant and the Warrant Shares pursuant to the terms of the Warrant; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, corporate as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNotes and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Restricted Account Side Letter”), (x) the Lockbox Agreement dated as of the date hereof between the Company, North Fork Bank and the Purchaser (as amended, modified or supplemented from time to time, the “Lockbox Agreement”), and (xivxi) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivxi), collectively, the “Related Agreements”); (2) issue and sell the NoteNotes; (3) issue and sell the Warrant and the Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the Note, the Warrant and the Option to be issued in connection with this Agreement, (iii) the Master Security Agreement dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Master Security Agreement"), (iv) the EPXR Registration Rights Agreement relating to the Securities dated as of the date hereof between EPXR and the Purchaser, (v) the VOXX Registration Rights Agreement relating to the Securities dated as of the date hereof between VOXX and the Purchaser, (vi) the Guaranty dated as of the date hereof made by the Company’s Company and certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Company (as amended, modified and/or or supplemented from time to time, the “Affiliate "Guaranty”"), (ivvii) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Stock Pledge Agreement dated as of the date hereof among the Company, its certain Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Stock Pledge Agreement”"), (xiiviii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (ix) the form Intercreditor and Collateral Agency Agreement dated as of Exhibit B hereto the date hereof between the Purchaser and and the Sands Creditors referred to therein, and acknowledged and agreed to by the Company (as amended, modified and/or or supplemented from time to time, the “Escrow "Intercreditor Agreement”"), (x) the Foreign Documentation (as defined below) and (xivxi) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivxi), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Option and the Option Shares, to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver deliver, in each case, to the extent party thereto (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”), ") and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) issue and sell the Note; and (3) , to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted, and in the case of the Company only, to issue and sell the Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares") and to issue and sell the Warrant and the Warrant Shares. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteSeries A Preferred and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Agent Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by the Company and certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Company IP Security AgreementGuaranty”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiivi) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Stock Pledge Agreement”), (xiivii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form certificate of Exhibit B hereto designation related to the Series A Preferred (as amended, modified and/or or supplemented from time to time, the “Escrow AgreementCertificate of Designation”) (ix) the certificate of incorporation and by-laws of Newco (as amended, modified or supplemented from time to time, the “Newco Charter Documents”), (x) the Laurus Account Agreement dated as of the date hereof among Newco, the Purchaser and North Fork Bank (including the side letter related thereto, the “Restricted Account Agreement”) and (xivxi) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Series A Preferred and thereby referred to herein (the preceding clauses (ii) through (xivxi), collectively, the “Related Agreements”); (2) , to issue and sell the Note; Series A Preferred and the shares of Common Stock issuable as dividends and upon conversion of the Series A Preferred (3) the “Series A Preferred Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary (as defined below) is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary) has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNotes and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty IP Security Agreement”), (xiiv) the side letter agreement Restricted Account Agreement dated as the date hereof by and between among the Company, North Fork Bank and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or supplemented from time to time, the “Side Letter CR Security Agreement”), (vi) pursuant the Depositary Account Control Agreement dated as of the date hereof among the Company, the Purchaser and Bank of America, N.A. (as amended, modified and/or supplemented from time to which time, the “Control Agreement”), (vii) the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company agrees and the Purchaser (as amended, modified and/or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore“Registration Rights Agreement”), (xiiiviii) the Subsidiary Guaranty (as defined in Section 6.12(b) hereto), (ix) the Stock Pledge Agreement (as defined in Section 6.12 (b) hereto), (x) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), ) and (xivxi) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivxi), collectively, the “Related Agreements”); (2) issue and sell the NoteNotes and the shares of Common Stock issuable upon conversion of the Convertible Note (the “Note Shares”); (3) issue and sell the Warrants and the Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”). Notwithstanding anything contained herein to the contrary, the Purchaser acknowledges, based upon the representations and warranties made by the Company and its Subsidiaries under Section 4.2, that the Subsidiaries of the Company set forth on Schedule 4.1 hereto (each an “Inactive Subsidiary” and collectively, the “Inactive Subsidiaries”) have either dissolved, failed to commence or suspended operations and/or filed for their corporate charters to be revoked and such occurrences shall not constitute a breach under this Agreement or any Related Agreement.

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the The Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNotes and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its certain Subsidiaries of the Company and the Agent (as amended, restated, modified and/or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Agreement Registration Rights Agreements relating to the Securities dated as of the date hereof between the Company and the Agent (as amended, restated, modified and/or supplemented from time to time, the “Company IP Security AgreementRegistration Rights Agreements”), (viiv) the Intellectual Property Security Agreement Subsidiary Guaranty dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and made by certain Subsidiaries of the Agent Company (as amended, restated, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security AgreementSubsidiary Guaranty”), (viiivi) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Equity Interest Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, restated, modified and/or or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Stock Pledge Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, restated, modified and/or supplemented from time to time, the “Escrow Agreement”), (viii) the Intellectual Property Security Agreement dated as of the date hereof among the Company and/or certain Subsidiaries of the Company and the Agent (as amended, restated, modified and/or supplemented from time to time, the “Intellectual Property Security Agreement”), (ix) the Deed of Trust, Security Agreement, Assignment Of Rents, And Fixture Filing dated as of the date hereof from General Environmental Management of Rancho Cordoba, LLC in favor of the Trustee thereunder for the benefit of the Agent (as amended, restated, modified and/or supplemented from time to time, the “Deed of Trust”), and (xivx) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivx), collectively, the “Related Agreements”); (2) issue and sell the NoteNotes and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”); (3) issue and sell the Warrants and the Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver the following agreements to which it is a party: (i) this Agreement, (ii) the NoteNote and the Option to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among June 30, 2004 between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of June 30, 2004 made by certain Subsidiaries of the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of June 30, 2004 among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially (viii) the Subordination Agreement dated as of June 30, 2004 among certain affiliates and/or investors in the form of Exhibit B hereto Company and its Subsidiaries and the Purchaser, and acknowledged and agreed to by the Company (as amended, modified and/or or supplemented from time to time, the “Escrow "Subordination Agreement”"), (ix) the Reaffirmation and Ratification Agreement, dated as of the date hereof between the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Reaffirmation Agreement") and (xivx) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivx), collectively, the “"Related Agreements”"); , (2A) to, in the case of the Company only, issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), (B) to, in the case of the Company only, issue and sell the Option and the Option Shares, and (3C) in all other cases, to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Agent Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Company IP Security Agreement”"Subsidiary Guaranty"), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiivi) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Stock Pledge Agreement”"), (xiivii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Laurus Restricted Account Agreement dated as of Exhibit B hereto the date hereof among the Company, the Purchaser and North Fork Bank (including the side letter dated as of the date hereof and related thereto, the "Laurus Restricted Account Agreement"), (ix) the Reserve Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (the "Reserve Restricted Account Agreement"), (x) the Intercreditor and Collateral Agency Agreement dated as of the date hereof between the Purchaser and the Bridge Loan Creditors referred to therein, and acknowledged to by the Company, (xi) the Foreign Documentation (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), defined below) and (xivxii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivxii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteTerm Note A, the Term Note B and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (the "Registration Rights Agreement"), (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Royalty Agreement”"Subsidiary Guaranty"), (xiivi) the side letter agreement Stock Pledge Agreement dated as of the date hereof by and between among the Company, certain Subsidiaries of the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) Company and Valens Offshore SPV I, Ltd. (“Valens Offshore”) the Purchaser (as amended, modified and/or or supplemented from time to time, the “Side Letter "Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in (viii) the form Restricted Account Agreement dated as of Exhibit B hereto (as amended, modified and/or supplemented from time to timethe date hereof among the Company, the “Escrow Purchaser and North Fork Bank (the "Restricted Account Agreement”"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (the "Restricted Account Side Letter"), (x) [Add Three Party Agreement related to soft lockbox] and (xivxi) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Notes and thereby referred to herein (the preceding clauses (ii) through (xivxi), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Notes and the shares of Common Stock issuable upon conversion of the Notes (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries AirGATE is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company incorporation, and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNotes and the Warrants, (iii) the Guaranty Security Agreement dated as of the even date hereof made by herewith between the Company’s Subsidiaries (as defined , AirGATE and each Purchaser substantially in Section 4.2) in favor the form of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Exhibit F (as amended, modified and/or or supplemented from time to time, the “Affiliate GuarantySecurity Agreement”), (iv) the Limited Guaranty Registration Rights Agreement relating to the Securities dated as of even date herewith between the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) Company and each Purchaser substantially in favor the form of the Agent and the Valens Purchasers Exhibit G (as amended, modified and/or or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “GuarantyRegistration Rights Agreement”), (v) the Master Security Guaranty Agreement dated as of the even date hereof among herewith between the Company, its Subsidiaries AirGATE and each Purchaser substantially in the Agent form of Exhibit H (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Guaranty Agreement”), and (xivv) all other documentsagreements, documents or instruments and agreements entered into in connection with the transactions contemplated hereby and thereby hereunder or delivered pursuant hereto (the preceding clauses (ii) through (xiviii)-(vi), collectively, the “Related Agreements”); (2) , to issue and sell the Note; Notes and the shares of Common Stock issuable upon conversion of the Notes (3) the “Note Shares”), to issue and sell the Warrant and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares,”), and to carry out the provisions of this Agreement and the Related Agreements and to carry on its respective business as presently conducted. Each of the Company and each of its Subsidiaries AirGATE is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of it conducts its activities and of its properties (both owned and leased) makes such qualification necessarybusiness, except for those jurisdictions in which the failure to do be so qualified and authorized has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its SubsidiariesAirGATE, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of New Century --------------------------------------------- Energy Corp. (the "Parent"), the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Parent, the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote to be issued in connection with this Agreement, (iii) the Guaranty dated Amended and Restated Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production effective as of the date hereof April 26, 2006 made by the Company’s Subsidiaries (as defined in Section 4.2) Company in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xiiiv) the side letter agreement Reaffirmation and Ratification Agreement dated as of the date hereof made by and between the Company, Company in favor of the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or supplemented from time to time), (v) the “Side Letter Agreement”) pursuant to which Reaffirmation and Ratification Agreement dated as of the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing date hereof made by the Company Parent and Century Resources, Inc. in favor of the Purchaser (as amended, modified and/or supplemented from time to the Valens Purchasers, Laurus and Valens Offshoretime), (xiiivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto --------- (as amended, modified and/or supplemented from time to time, the “"Escrow Agreement”), ") and (xivvii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivvii), collectively, the “"Related Agreements”"); (2) issue and sell the Note; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Parent, the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Parent, the Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to, among other things, the date hereof between Note, the Company Warrant and Common Stock underlying the Note and the Agent (as amendedWarrant, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter") and (xivx) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivx), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company Company, Cancable Parent, and each of its their respective Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Company, Cancable Parent, and each of its their respective Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power (corporate and otherwise) and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Option, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), (iv) the Guarantee dated the date hereof executed by Creative Vistas, Inc., Cancable Parent, Cancable, Inc., Creative Vistas Acquisition Corp., A.C. Technical Systems Ltd. and Iview Digital Video Solutions Inc. (collectively, the “Guarantors”) in favour of the Purchaser, (the “Guarantee”) (v) the Master Security Agreement dated the date hereof granted by the Company and the Guarantors in favour of the Purchaser, (the “Master Security Agreement”) and (xivvi) the Share Pledge Agreement dated the date hereof granted by the Company, Creative Vistas, Inc., Cancable Parent and Creative Vistas Acquisition Corp. in favour of the Purchaser (the “Share Pledge Agreement”) and (vii) of all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivvii), collectively, the “Related Agreements”); (2) , to issue and sell the Note; , to issue and (3) sell the Option and the Option Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company Company, Cancable Parent, and each of its their respective Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Company, Cancable Parent, and its their respective Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver the following agreements to which it is a party: (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially (viii) the Subordination Agreement dated as of the date hereof among certain affiliates and/or investors in the form of Exhibit B hereto Company and its Subsidiaries and the Purchaser, and acknowledged and agreed to by the Company (as amended, modified and/or or supplemented from time to time, the “Escrow "Subordination Agreement”), ") and (xivix) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivix), collectively, the “"Related Agreements”"); , (2A) to, in the case of the Company only, issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (the "Note Shares"), (B) to, in the case of the Company only, issue and sell the Warrant and the Warrant Shares, and (3C) in all other cases, to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries Subsidiaries, as applicable, has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Agent Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Company IP Security AgreementSubsidiary Guaranty”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiivi) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Stock Pledge Agreement”), (xiivii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), therein and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; , to issue and (3) sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, corporate or limited liability company or partnershipcompany, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute execute, deliver and deliver perform its obligations under (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among February 22, 2005 between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of February 22, 2005 made by certain Subsidiaries of the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of February 22, 2005 among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), ) and (xivviii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivviii), collectively, the “Related Agreements”); (2) issue and sell the NoteNote and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”); (3) issue and sell the Warrant and the Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership corporation or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or partnership, limited liability companycompany or other form of business entity, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver to the extent it is a party thereto (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”), ") and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability companycompany or other form of business entity, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial condition, properties or otherwise), properties, operations or prospects of the Company and its SubsidiariesSubsidiaries party to this Agreement or any Related Agreement, taken individually and as a whole (a “"Material Adverse Effect”"). Notwithstanding the foregoing, the following events, changes, conditions or effects shall not be deemed to have a "Material Adverse Effect:" (i) any event, change, condition or effect that occurred generally in the industries in which the Company or its Subsidiaries operate; (ii) changes in events, conditions or effects in connection with general economic, political or regulatory conditions; (iii) the outbreak or escalation of hostilities, diseases or terrorist activities; or (iv) a failure, absent fraud or willful misconduct, to meet internal projections or forecasts.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing (for jurisdictions in which such concept is applicable) under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets in the manner currently owned and operated and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of Registration Rights Agreement relating to the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiiv) the side letter agreement Mortgage, Assignment of Rents and Leases and Fixture Filing dated as of the date hereof made by and between the Company, Company in favor of the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or or supplemented from time to time, the “Side Letter AgreementMortgage”), (v) pursuant the Intercreditor Agreement dated as of the date hereof by and among Republic Bank and the Purchaser, and acknowledged and agreed to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company (as amended, modified or supplemented from time to time, the Valens Purchasers, Laurus and Valens Offshore“Intercreditor Agreement”), (xiiivi) the Funds Escrow Agreement dated as of the date hereof among by and among, the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto party thereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), ) and (xivvii) all other documents, instruments and agreements entered into by the parties hereto in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivvii), collectively, the “Related Agreements”); . Subject to the approval of any applicable regulatory agency or authority, the Company has the corporate power and authority to (2a) issue and sell the NoteNote and the shares of Common Stock issuable upon conversion of the Note (the “Note Shares”); (b) issue and sell the Warrant and the Warrant Shares; and (3c) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conductedAgreements. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has notnot had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its such Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), , (xiiv) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (vi) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (vii) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (viii) the Subordination Agreement dated as of the date hereof between the subordinated lender party thereto and the Purchaser (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (xivix) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivix), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of organizationPennsylvania. Each of the Company and each of its Subsidiaries Subsidiaries, as applicable, has the corporate, corporate or limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNotes and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty Master Security Agreement relating to the Notes, dated as of the date hereof made hereof, by and among the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amendedrestated, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities, dated as of the date hereof, between the Company and the Purchaser (the “Registration Rights Agreement”), (v) the Subsidiary Guaranty made by certain Subsidiaries of the Company, dated as of the date hereof between the Company and the Agent (as amended, modified and/or or supplemented from time to time, the “Company IP Security AgreementSubsidiary Guaranty”), (viivi) the Intellectual Property Security Agreement Pledge Agreement, dated as of the date hereof between ▇’▇▇▇▇▇▇▇ hereof, by and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Stock Pledge Agreement”), (xiivii) the side letter agreement dated the date hereof by Escrow Agreement, and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”viii) all other agreements expressly referred to herein and Valens Offshore SPV I, Ltd. (“Valens Offshore”) expressly related to this Agreement (as each of the foregoing clauses (ii) through (viii), inclusive, may be amended, restated, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), and (xiv) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xiv), collectively, the “Related Agreements”); (2) , to issue and sell the Note; Notes and the shares of Common Stock issuable upon conversion of the Convertible Note (3) the “Note Shares”), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would be reasonably expected not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the businessCompany, its Subsidiaries or their assets, liabilities, condition (financial or otherwise), properties, operations business or prospects results of the Company and its Subsidiariesoperations, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Such Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws Applicable Laws of its jurisdiction of organization. Each For purposes of this Agreement, "Applicable Laws" means all present laws, statutes, regulations, treaties, judgments and decrees in relation to an entity, and all requirements, requests, official directives, consents, approvals, authorizations, guidelines, rules, orders and policies of any governmental or regulatory authority applicable to the entity in a jurisdiction in which (i) it is organized or incorporated, (ii) its assets are located, (iii) it conducts business, and/or (iv) its stock is traded, if applicable. Such Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Companies, certain Subsidiaries of each Company, its Subsidiaries and the Agent (as amendedif any, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Master Security Agreement”"), (xiiiv) the side letter agreement Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by and between Carneros in favor of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Carneros Deed of Trust"), (xiiiv) the Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by Gotland in favor of the Purchaser (as amended, modified and/or supplemented from time to time, the "Gotland Deed of Trust", and collectively with the Carneros Deed of Trust, the "Deeds of Trust" and each a "Deed of Trust"), (vi) the Stock Pledge Agreement dated as of the date hereof between Holdings and the Purchaser (as amended, modified and/or supplemented from time to time, the "Holdings Stock Pledge Agreement"), (vii) the Stock Pledge Agreement dated as of the date hereof between Carneros and the Purchaser (as amended, modified and/or supplemented from time to time, the "Carneros Stock Pledge Agreement", and collectively with the Holdings Stock Pledge Agreement, the "Stock Pledge Agreements"), (viii) the Funds Escrow Agreement dated as of the date hereof among the CompanyCompanies, Pacific Energy Resources Ltd. ("Parent"), the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B EXHIBIT D hereto (as amended, modified and/or supplemented from time to time, the “"Escrow Agreement”"), (ix) the Collateral Assignment dated as of the date hereof between Holdings and the Purchaser, (x) the Assignment of Overriding Royalty Interest dated as of the date hereof between Carneros and the Purchaser (as amended, modified and/or supplemented from time to time), (xi) the Assignment of Overriding Royalty Interest dated as of the date hereof between Gotland and the Purchaser (as amended, modified and/or supplemented from time to time), and (xivxii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivxii), collectively, the “"Related Agreements”"); (2) issue and sell the Note; (3) in the case of Carneros, issue and sell the Carneros Warrant and the Carneros Warrant Shares; (4) in the case of Gotland, issue and sell the Gotland Warrant and the Gotland Warrant Shares; and (35) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Such Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the such Company and its Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Pledged Subsidiaries (as defined below) is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationorganization or incorporation. Each of the Company and each of its Pledged Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Master Security Agreement”), (xiiiv) the side letter agreement Registration Rights Agreement relating to the Securities dated as of the date hereof by and between the Company, Company and the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or supplemented from time to time, the “Side Letter Registration Rights Agreement”), (v) pursuant to which the Stock Pledge Agreement dated as of the date hereof between the Company agrees and the Purchaser (as amended, modified and/or or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore“Stock Pledge Agreement”), (xiiivi) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), ) and (xivvii) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivvii), collectively, the “Related Agreements”); (2) issue and sell the Note; (3) issue and sell the Warrant and the Warrant Shares; and (34) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. "Material Adverse Effect" means any change, effect, event or occurrence that has a material adverse effect on the assets, business, assetsfinancial condition, liabilities, condition (financial or otherwise), properties, results of operations or prospects of the Company and its Subsidiaries, Pledged Subsidiaries taken individually and as a whole (whole; provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be, a “Material Adverse Effect”): (i) general business or economic conditions not specific or peculiar to the Company, (ii) acts of war or terrorism or natural disasters, (iii) catastrophic economic or significant regulatory or political conditions or changes, (iv) the announcement or performance of this Agreement and the transactions contemplated hereby, including compliance with the covenants set forth herein, (v) changes in any applicable accounting regulations or principles or the interpretations thereof, (vi) changes in laws, or (vii) changes in the price or trading volume of the Company’s stock.

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, partnership or limited liability company or partnershipcompany, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteTerm Notes and the Warrants to be issued in connection with this Agreement, (iii) the Subsidiary Guaranty dated as of the date hereof made by the Company’s certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Company (as amended, modified and/or or supplemented from time to time, the “Affiliate Subsidiary Guaranty”)) substantially in the form of Exhibit C hereto, (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), (v) the Put Option and Call Right Agreement dated as of the date hereof, (vii) the Term Note Security Agreement dated as of the date hereof, (viii) the Stock Pledge Agreement, and (xivix) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Term Notes and thereby referred to herein (the preceding clauses (ii) through (xivvi), collectively, the “Related Agreements”); (2) , to issue and sell the Note; Term Notes, to issue and (3) sell the Warrants and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is are duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its their activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have, individually or in the aggregate, result in a material adverse effect on reduction in value of the business, assets, liabilities, condition (financial or otherwise), properties, or operations or prospects of the Company or its Subsidiaries of fifteen percent (15%) or greater, as determined by an independent third party selected by the Purchaser and its Subsidiaries, taken individually and as a whole the Company together (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, assets. The Company has the corporate power and authority to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Warrant dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty Registration Rights Agreement”), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or supplemented from time to time, the “Side Letter Subsidiary Guaranty”), (vi) the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Stock Pledge Agreement”), (vii) pursuant to which the Grant of Security Interests in Patents and Trademarks dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore“IP Grant”), (xiiiviii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto therein (as amended, modified and/or or supplemented from time to time, the “Funds Escrow Agreement”), ) and (xivix) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Securities and thereby referred to herein (the preceding clauses (ii) through (xivix), collectively, the “Related Agreements”); (2) , to issue and sell the Note; , to issue and (3) sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Such Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Such Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1a) execute and deliver (i) this Agreement, (ii) the NoteNotes and the Warrants to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the CompanyCompanies, its certain Subsidiaries of the Companies, if any, the Purchasers and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (iv) each Registration Rights Agreement relating to the Securities issued in connection with the TNEC Warrants dated as of the date hereof among TNEC and the applicable Purchaser (as amended, modified and/or supplemented from time to time, the “TNEC Registration Rights Agreements”), (v) each Registration Rights Agreement relating to the Securities issued in connection with the ICF Warrants dated as of the date hereof among ICF and the applicable Purchaser (as amended, modified and/or supplemented from time to time, the “ICF Registration Rights Agreements” and together with the TNEC Registration Rights Agreements, the “Registration Rights Agreements”), (vi) each Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the Intellectual Property Security date hereof made by ICF in favor of the Agent for the ratable benefit of the Purchasers (each, as amended, modified and/or supplemented from time to time, a “Deed of Trust”, and collectively, “Deeds of Trust”) concerning (A) twelve (12) non-producing oil and gas leases located in the ▇▇▇▇ Inlet Area of the Kenai Peninsula Borough of Alaska and in the Beaufort Sea Area of the North Slope Borough (the “Alaska Property”), (B) twelve (12) non-producing oil and gas leases covering federal lands located in ▇▇▇▇▇▇ County, Colorado and issued by the Bureau of Land Management on behalf of the United States (the “Colorado Property”) and (C) those oil, gas and mineral leases compromising the Devon Fee Gas Unit and the ▇’▇▇▇▇▇ Gas Unit located in Brazoria County, Texas (the “Texas Property”) (vii) the Stock Pledge Agreement dated as of the date hereof between the Company TNEC and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Stock Pledge Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the CompanyCompanies, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), (ix) the Collateral Assignment in favor of the Agent for the ratable benefit of the Purchasers of that certain Purchase and Sale Agreement by and between Prime Natural Resources, Inc. and ICF with a limited appearance by TNEC (the “Acquisition Agreement”) dated as of August 31, 2007 among Prime Natural Resources, Inc., TNEC and ICF (as amended modified and/or supplemented from time to time, the “Collateral Assignment” and collectively with the Master Security Agreement, the Stock Pledge Agreement, each Deed of Trust and each other security agreement, deed of trust and/or mortgage from time to time entered into by either Company and/or any of their Subsidiaries or in favor of the Agent for the ratable benefit of the Purchasers, the “Security Documents” and each a “Security Document”), (x) each Assignment of Overriding Royalty Interest dated as of the date hereof between ICF and the applicable Purchaser (as amended, modified and/or supplemented from time to time the, “Assignments of Overriding Royalty Interest”), and (xivxi) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivxi), collectively, the “Related Agreements”); (2b) issue and sell the NoteNotes; (c) issue and sell the Warrants and the Warrant Shares and (3d) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Such Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the such Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets andassets, insofar and each of the Company and its Domestic Subsidiaries (as it is or shall be a party thereto, defined below) has the corporate power and authority to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Restricted Account Agreement dated as of the date hereof among the Company, the Purchaser and North Fork Bank (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), (ix) the Restricted Account Side Letter related to the Restricted Account Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified or supplemented from time to time, the "Restricted Account Side Letter"), (x) those certain agreements related to the lockbox and clearing account arrangements maintained by the Company and its Subsidiaries at North Fork Bank for the benefit of the Purchaser (as amended, modified or supplemented from time to time, the "Clearing Account Agreements"), (xi) that certain Subordination Agreement, dated as of the date hereof, between the Purchaser, the Company and the subordinated lender referred to therein (as amended, modified or supplemented from time to time, the "Subordination Agreement") and (xivxii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivxii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company or the Company and its Subsidiaries, Subsidiaries taken individually and as a whole (each, a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty Master Security Agreement dated as of the date hereof made by between the Company’s , certain Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with Company and the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) Purchaser (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”"Master Security Agreement"), (iv) the Limited Guaranty dated as of Registration Rights Agreement relating to the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified and/or supplemented from time to prepay time, the "Stock Pledge Agreement"), (vii) the Grant of Assignment in Patents and Trademarks dated as of the date hereof among the Company, certain principal and interest amounts with respect to the indebtedness owing by Subsidiaries of the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the Valens Purchasers, Laurus and Valens Offshore, "IP Assignment"); (xiiiviii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or supplemented from time to time, the “"Escrow Agreement”"); (ix) the Mortgage, Assignment of Leases, Rents, Income and Profits, Security Agreement and Fixture Filing dated as of the date hereof among the Company and the Purchaser, substantially in the form of Exhibit E hereto (xivas amended, modified and/or supplemented from time to time, the "Mortgage")and (x) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivx), collectively, the “"Related Agreements”"); (2) issue and sell the Note; and (3) carry out the provisions of this Agreement Note and the Related Agreements and to carry on its business as presently conducted. Each shares of Common Stock issuable upon conversion of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as Note (the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise"Note Shares"), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).;

Organization, Good Standing and Qualification. Each of the Company Company, Iview and Iview Parent, and each of its their respective Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company Company, Iview, Iview Parent, and each of its their respective Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power (corporate and otherwise) and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the Company Note, the Iview Note, the Iview Option and the Company Warrant, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Escrow Agreement dated as of the date hereof among the Company, its Subsidiaries and the Agent (as amended, modified and/or supplemented from time to time, the “Master Security Agreement”), (vi) the Intellectual Property Security Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or supplemented from time to time, the “Royalty Agreement”), (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the CompanyIview, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B E hereto (as amended, modified and/or or supplemented from time to time, the “Escrow Agreement”), (iv) the Amended and Restated Guaranty dated the date hereof executed by the Company, Iview, Cancable Holding Corp., (xiv“Cancable Holding”), Cancable, Inc., Cancable Inc., Creative Vistas Acquisition Corp. (“Creative Vistas Acquisition”), A.C. Technical Systems Ltd. (“A.C. Ltd.”) and Iview Parent in favour of the Purchaser, (the “Amended and Restated Guaranty”), (the Company, Cancable Holding, Cancable, Inc., Cancable Inc., Creative Vistas Acquisition, A.C. Ltd., Iview Parent and Iview (collectively, the “Loan Parties”), (v) the Joinder and Confirmation of Security dated the date hereof granted by the Loan Parties in favour of the Purchaser (the “2006 Joinder”), (vi) the Amended and Restated Guaranty dated as of the date hereof granted by B▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“S▇▇▇▇▇▇”) in favour of the Purchaser (the “S▇▇▇▇▇▇ Amended and Restated Guaranty”), (vii) the Joinder and Confirmation of Security dated the date hereof granted by S▇▇▇▇▇▇ in favour of Purchaser (the “S▇▇▇▇▇▇ Joinder”), (viii) all other documentsagreements related to this Agreement, instruments the Company Note and agreements entered into in connection with the transactions contemplated hereby Iview Note and thereby referred to herein (the preceding clauses (ii) through (viii), and (ix) the Master Security Agreement dated as of September 30, 2004 granted by the Company, A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the Joinder and Confirmation of Security dated as of December 31, 2005 between Cancable Holding, Iview, Cancable Inc., Cancable, Inc., Company, Creative Vistas Acquisition, A.C. Ltd. and S▇▇▇▇▇▇ (the “2005 Joinder”) in favour of the Purchaser, (x) the Subsidiary Guaranty dated as of September 30, 2004 granted by A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc. and Cancable, Inc. (pursuant to the 2005 Joinder) in favour of the Purchaser, (xi) the Guaranty dated as of September 30, 2004 granted by S▇▇▇▇▇▇ in favour of the Purchaser, (xii) the Share Pledge Agreement dated as of September 30, 2004 granted by A.C. Ltd., A.C. Technical Acquisition Corp. (now Creative Vistas Acquisition) and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the 2005 Joinder) in favour of the Purchaser, (xiii) the Share Pledge Agreement dated as of September 30, 2004 granted by Company and Cancable Holding, Iview, Cancable Inc., and Cancable, Inc. (pursuant to the 2005 Joinder) in favour the Purchaser, (xiv) the Debenture dated as of September 30, 2004 granted by A.C. Ltd. in favour of the Purchaser; (xv) the Securities Purchase Agreement dated as of December 31, 2005 between Cancable Inc., Cancable Holding and the Purchaser, (xvi) the Guaranty dated as of December 31, 2005 granted by Company, Cancable Holding, Cancable, Inc., Creative Vistas Acquisition, A.C. Ltd. and Iview in favour of the Purchaser, (xvii) the Master Security Agreement dated as of December 31, 2005 granted by Company, Iview, Cancable Inc., Cancable, Inc., Cancable Holding, A.C. Ltd. and Creative Vistas Acquisition in favour of the Purchaser (the “2005 Master Security Agreement”), (xviii) the Pledge Agreement dated as of December 31, 2005 granted by Company, Creative Vistas Acquisition Corp., Cancable Inc. and Cancable Holding in favour of the Purchaser (the “2005 Stock Pledge Agreement”); and (xiv) the 2005 Joinder, and (xx) the Debenture dated as of December 31, 2005 granted by A.C. Ltd. in favour of the Purchaser, collectively, the “Related Agreements”); (2) , to issue and sell the Company Note and the Iview Note; , to issue and (3) sell the Iview Option and the Company Warrant and the Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company Company, Iview and Iview Parent, and each of its their respective Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company Company, Iview and its Iview Parent, and their respective Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company The Company, and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (1) execute and deliver (i) this Agreement, ; (ii) the Note, Notes to be issued in connection with this Agreement; (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among the Company, its Subsidiaries Gulf Coast Oil Corporation (“Gulf Coast”) and the Agent Century Resources, Inc. (“CRI”) (as amended, restated, modified and/or supplemented from time to time, the “Master Security Agreement”), ; (viiv) the Intellectual Property Security Agreement Guaranty dated as of the date hereof between the Company and the Agent made by Gulf Coast (as amended, restated, modified and/or supplemented from time to time, the “Company IP Security AgreementSubsidiary Guaranty”), ; (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiiv) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amendedrestated, modified and/or supplemented from time to time, the “Restricted Account Stock Pledge Agreement”); (vi) the Net Profits Interest Agreement and the Conveyance of Net Profits Overriding Royalty Interest related thereto, each dated as of the date hereof and each made by the Company and CRI in favor of the Purchasers (xas each is amended, restated, modified and/or supplemented from time to time, collectively, the “Net Profits Interest Agreements”); (vii) the Restricted Account Side Agreement with North Fork Bank and the Letter Agreement regarding Restricted Account Agreement Mechanics dated as of the date hereof between the Company and the Agent (as each is amended, restated, modified and/or supplemented from time to time, collectively, the “Restricted Account Agreement”); (viii) the Ratification and Amendment of Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof made by the Company and CRI in favor of the Agent for the benefit of the Purchasers (as amended, restated, modified and/or supplemented from time to time, the “Restricted Account Side LetterMortgage Amendment”), ; (xiix) the Royalty Agreement Ratification and Amendment of Mortgage, Deed of Trust, Security Agreement, Financing Statement and Assignment of Production dated as of the date hereof between made by Gulf Coast in favor of the Company and Agent for the Purchaser benefit of the Purchasers (as amended, restated, modified and/or supplemented from time to time, the “Royalty AgreementSubsidiary Mortgage Amendment”), ; (xii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiiix) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser Purchasers and the escrow agent referred to therein, substantially in the form of Exhibit B C hereto (as amended, restated, modified and/or supplemented from time to time, the “Escrow Agreement”), ; and (xivxi) all other documents, instruments and agreements entered into in connection with the transactions contemplated hereby and thereby (the preceding clauses (ii) through (xivxi), collectively, the “Related Agreements”); (2) issue and sell the NoteNotes; and (3) carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Agent Purchaser, (v) the Subsidiary Guaranty dated as of the date hereof made by certain Subsidiaries of the Company (as amended, modified and/or or supplemented from time to time, the “Company IP Security Agreement”"Subsidiary Guaranty"), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viiivi) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as certain Subsidiaries of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Stock Pledge Agreement”"), (xiivii) the side letter agreement dated the date hereof by and between the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) (as amended, modified and/or supplemented from time to time, the “Side Letter Agreement”) pursuant to which the Company agrees to prepay certain principal and interest amounts with respect to the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore, (xiii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B hereto (as amended, modified and/or supplemented from time to time, the “Escrow Agreement”), therein and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Class A Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, Company in favor of the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Purchaser (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to therein, substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”"), (viii) the Supplemental Guaranty dated as of the date hereof, made by ▇▇▇▇▇ ▇▇▇▇▇ Root in favor of the Purchaser (as amended, modified or supplemented from time to time, the "Supplemental Guaranty"), (ix) the Supplemental Stock Pledge Agreement dated as of the date hereof between the Purchaser and ▇▇▇▇▇ ▇▇▇▇▇ Root (as amended, modified or supplemented from time to time, the "Supplemental Stock Pledge Agreement"), and (xivx) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivx), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").

Organization, Good Standing and Qualification. Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (1) execute and deliver (i) this Agreement, (ii) the NoteNote and the Warrant to be issued in connection with this Agreement, (iii) the Guaranty dated as of the date hereof made by the Company’s Subsidiaries (as defined in Section 4.2) in favor of the Purchaser, Valens U.S. SPV I, LLC (“Valens US” together with the Purchaser, the “Valens Purchasers”) and LV Administrative Services, Inc, as agent for the Valens Purchasers (the “Agent”) (as amended, modified and/or supplemented from time to time, the “Affiliate Guaranty”), (iv) the Limited Guaranty dated as of the date hereof made by ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇▇, ▇▇. MD (“▇’▇▇▇▇▇▇▇”) in favor of the Agent and the Valens Purchasers (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ Guaranty”, and together with the Affiliate Guaranty, the “Guaranties” and each a “Guaranty”), (v) the Master Security Agreement dated as of the date hereof among between the Company, its certain Subsidiaries of the Company and the Agent Purchaser (as amended, modified and/or or supplemented from time to time, the “"Master Security Agreement”"), (viiv) the Intellectual Property Security Registration Rights Agreement dated as of relating to the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Company IP Security Agreement”), (vii) the Intellectual Property Security Agreement dated as of the date hereof between ▇’▇▇▇▇▇▇▇ and the Agent (as amended, modified and/or supplemented from time to time, the “▇’▇▇▇▇▇▇▇ IP Security Agreement”, and together with the Company IP Security Agreement, the “IP Security Agreements” and each an “IP Security Agreement”), (viii) the Stock Pledge Agreement dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Pledge Agreement”, and collectively with the Master Security Agreement, the IP Security Agreements and each other security agreement, mortgage, pledge and other similar agreements which are executed by the Company or any of its Subsidiaries in favor of the Agent and/or the Purchaser, collectively, the “Security Documents”), (ix) the Restricted Account Agreement dated as of the date hereof among the Company, the Agent and North Fork Bank (as amended, modified and/or supplemented from time to time, the “Restricted Account Agreement”), (x) the Restricted Account Side Letter dated as of the date hereof between the Company and the Agent (as amended, modified and/or supplemented from time to time, the “Restricted Account Side Letter”), (xi) the Royalty Agreement Securities dated as of the date hereof between the Company and the Purchaser (as amended, modified and/or or supplemented from time to time, the “Royalty "Registration Rights Agreement”"), (xiiv) the side letter agreement Subsidiary Guaranty dated as of the date hereof made by and between certain Subsidiaries of the Company, the Valens Purchasers, Laurus Master Fund, Ltd. (“Laurus”) and Valens Offshore SPV I, Ltd. (“Valens Offshore”) Company (as amended, modified and/or or supplemented from time to time, the “Side Letter Agreement”"Subsidiary Guaranty"), (vi) pursuant to which the Stock Pledge Agreement dated as of the date hereof among the Company, certain Subsidiaries of the Company agrees and the Purchaser (as amended, modified or supplemented from time to prepay certain principal and interest amounts with respect to time, the indebtedness owing by the Company to the Valens Purchasers, Laurus and Valens Offshore"Stock Pledge Agreement"), (xiiivii) the Funds Escrow Agreement dated as of the date hereof among the Company, the Purchaser and the escrow agent referred to thereintherein (the "Escrow Agent"), substantially in the form of Exhibit B D hereto (as amended, modified and/or or supplemented from time to time, the “"Escrow Agreement”), ") and (xivviii) all other documents, instruments agreements related to this Agreement and agreements entered into in connection with the transactions contemplated hereby Note and thereby referred to herein (the preceding clauses (ii) through (xivviii), collectively, the “"Related Agreements”"); (2) , to issue and sell the Note; Note and the shares of Common Stock issuable upon conversion of the Note (3) the "Note Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as presently conducted. Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its it Subsidiaries, taken individually and as a whole (a “"Material Adverse Effect”").