Common use of Purchase Price Clause in Contracts

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The purchase price (“Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be ONE HUNDRED TWENTY FIVE MILLION AND NO/100 DOLLARS ($125,000,000.00), plus or minus prorations and adjustments as provided in this Agreement. The Purchase Price shall be payable by Purchaser as follows: (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(bWithin two (2) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount business days of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, Purchaser shall deposit with the Sellers’ Representative shall notify Purchaser within five Escrow Company, as escrow agent, the amount of FIVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS (5) Business Days $5,500,000.00), by a certified check or wire transfer of any such changesimmediately available United States of America funds as an ▇▇▇▇▇▇▇ money deposit (together with interest earned thereon, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation▇▇▇▇▇▇▇ Money”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some On or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange before 2:00 p.m. Pacific Daylight Time on the Closing Date; , FIFTY THOUSAND AND NO/100 DOLLARS (ii$50,000.00) of the Purchase Price shall be deposited directly into the Liquor Assets Escrow in satisfaction of Purchaser’s obligation to deposit the extent that Liquor Assets Purchase Price into the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingLiquor Assets Escrow. (c) The Initial On or before 2:00 p.m. Pacific Daylight Time on the Closing Date, Purchaser shall pay to the Escrow Agent the balance of the Purchase Price Price, subject to the prorations and adjustments provided for in this Agreement, in cash by certified check or wire transfer of immediately available United States of America funds to the Escrow Company, as escrow agent, in accordance with the terms and conditions of this Agreement. Purchaser shall be determined as follows: (i) The Initial Purchase Price responsible for any income taxes payable with respect to any interest and/or dividends earned with respect to the ▇▇▇▇▇▇▇ Money unless, pursuant to the terms of this Agreement, the ▇▇▇▇▇▇▇ Money is paid to Seller, in which event Seller shall be $45,000,000 plus, if applicable, responsible for any amounts income taxes payable pursuant with respect to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice any interest and/or dividends earned with respect to the Purchaser during the Put Option Period ▇▇▇▇▇▇▇ Money. For those purposes, Purchaser’s federal taxpayer identification number is ▇▇-▇▇▇▇▇▇▇ and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Seller’s federal tax identification number is ▇▇-▇▇▇▇▇▇▇. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial total purchase price payable by Purchaser to Seller for the Shares will Company Stock owned by Seller (the "Purchase Price") shall be calculated $5,327,211.03 (the "Estimated Purchase Price"), as may be adjusted pursuant to clause (e) of this Section 2.2. (b) In connection with the determination of the Estimated Purchase Price, as of the date hereof, Purchaser has caused its accountants to prepare and deliver to Sellers a statement setting forth its calculation of the Company's Net Asset Value as of June 30, 1998 (the "June Net Asset Value"), and Sellers have agreed to the June Net Asset Value and the items set forth in Section 1.6(bsuch statement. (c) below (the “Initial Purchase Price”). At As soon as practicable but not later than 45 days following the Closing, Purchaser shall transfer an amount cause its accountants to prepare and deliver to Sellers a balance sheet for the Company as of cash the closing of business on the date hereof, together with a statement (in United States dollars of immediately available fundsthe "Closing Statement"), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account setting forth Purchaser's determination of the Notary in accordance with Net Asset Value (and the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon components thereof) as possible after the Closing, but in any event within one (1) Business Day of the Closing DateDate (the "Closing Net Asset Value"). During such forty-five (45) day period, Sellers may challenge the Closing Statement and Purchaser's calculation of the Closing Net Asset Value. Any such challenge by Seller must be made by delivery to Purchaser of a detailed statement setting forth such objections thereto (the "Sellers' Statement"). If the Sellers' Statement is not delivered to the Purchaser within such forty-five (45) day period, the Notary Closing Statement and the Closing Net Value set forth therein shall pay immediately become final, binding and non-appealable by the Parties. (d) The Parties shall negotiate in good faith to resolve any objections set forth in Sellers' Statement, but if the Parties do not reach a final resolution within fifteen (15) days after Purchaser has received the Sellers' Statement, Purchaser and Sellers shall select an accounting firm mutually acceptable to both of them to resolve any remaining objections. If such Parties are unable to agree on the Upfront Paymentchoice of an accounting firm, pursuant they shall select one of the five largest national accounting firms (or any of their respective successors) by lot (after excluding their respective regular outside accounting firms). The selection of the accounting firm shall be conclusive, final, binding and non-appealable by the Parties. The accounting firm so selected (the "Accounting Firm") shall prepare a written report to the allocation set forth on Schedule A attached hereto (Parties which shall address its resolution of the “Proceeds Allocation”) disputed items and shall make any required adjustments to the bank accounts or brokerage accounts so indicated by Closing Statement and Purchaser's calculation of the Closing Net Asset Value to reflect the resolution of all disputed items. Purchaser, on the one hand, and Sellers. If there are any changes to , on the Proceeds Allocation after other hand, shall each pay one-half of the Effective Date, fees and expenses of the Sellers’ Representative shall notify Purchaser within Accounting Firm. (e) Within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of business days after the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth date on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on which the Closing Date; (ii) Net Asset Value Sheet is finally determined pursuant to this Section 2.2, the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Estimated Purchase Price shall be determined adjusted as follows: (i) The Initial Purchase Price if the Closing Net Asset Value exceeds the June Net Asset Value, Purchaser shall be $45,000,000 plusdeliver to Sellers an amount equal to such excess, if applicable, any amounts payable pursuant by wire transfer of immediately available funds to Section 1.6(c)(iii) if (x) the a bank account designated by Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) ; and (C) The Acquired Company has successfully completed ***. (ii) In if the event Closing Net Asset Value is less than the June Net Asset Value, Sellers shall deliver to Purchaser delivers an amount equal to such deficiency, by wire transfer of immediately available funds to a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesbank account designated by Purchaser. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. In consideration for the transactions contemplated by this Agreement, DISH shall pay to the Seller the following amounts in cash: (a) The initial purchase price for the Shares will $35,000,000, which shall be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal payable to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days calendar days after the Implementation Date (or in the event such date is not a business day, the first business day following such date), in cash by wire transfer of any such changes, and shall deliver immediately available funds to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound account designated in writing by the Proceeds Allocation set forth on Schedule A attached hereto. Seller at least three (b3) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or business days prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** Implementation Date (the “PatentInitial Payment”); (Cb) $10,000,000279,536,000, provided ***, except which shall be payable to the Seller upon DISH’s having ownership of greater than 50% of the Notes (as provided defined in the Indenture) and DISH’s performance of its obligations pursuant to Section 5.11 hereof, in cash by wire transfer of immediately available funds to the account designated by the Seller pursuant to Section 2.2(a) unless otherwise directed by the Seller in writing (the “Second Payment”); provided, that if DISH has not met such condition with forty (40) calendar days of the Implementation Date, the Seller shall have the right at any time thereafter to request in writing that the Second Payment be made and DISH shall make such payment within three (3) business days of receipt of such a written request; and (Dc) in consideration for the Call Right, DISH shall pay to the Seller an amount in cash equal to $5,000,00010,000,000 payable to the Seller within five (5) calendar days after the earlier of (x) the Plan Effective Date, provided ****or (y) the termination of the Investment Agreement following the Implementation Date (but in any event not earlier than the Closing Date) (or in the event such date is not a business day, except as provided the first business day following such date), in cash by wire transfer of immediately available funds to an account designated in writing by the Seller pursuant to Section 5.11 hereof2.2(a) unless otherwise directed by the Seller in writing (the “Third Payment” together with the Initial Payment and the Second Payment, the “Purchase Price”).

Purchase Price. (a) The initial purchase price for In the Shares will be calculated as event that a breach shall involve any representation or warranty set forth in Section 1.6(b) below (3.02 and such breach cannot be cured within 90 days of the “Initial earlier of either discovery by or notice to the Seller of such breach, all of the Mortgage Loans affected by such breach shall, at the Purchaser's option, be repurchased by the Seller at the Purchase Price”). The Seller may, assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section 3.03 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. At the Closingtime of substitution or repurchase of any deficient Mortgage Loan, the Purchaser and the Seller shall transfer an amount arrange for the reassignment of cash (in United States dollars of immediately available funds), the repurchased or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal substituted Mortgage Loan to the Initial Seller and the delivery to the Seller of any documents held by the Purchaser relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price minus (i) is deposited in the Escrow AmountsCollection Account, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance shall, simultaneously with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Sharessuch deposit, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice give written notice to the Purchaser during that such deposit has taken place. Upon such repurchase, the Put Option Period and (y) each Mortgage Loan Schedule shall be amended to reflect the withdrawal of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***repurchased Mortgage Loan from this Agreement. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior Property is Sixteen Million (16,000,000) shares of New MRG Stock, which common stock is not subject to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, or voting restrictions pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) Articles of Incorporation or Bylaws of MRG and is not subject to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days superior rights of any such changespreferred stock, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocationconvertible security, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoor other interest. (b) If Purchaser elects The 16,000,000 shares have been physically delivered to issue Seller prior to the execution of this Agreement, with MRG having concurrently instructed the Transfer Agent not to permit any sale, hypothecation or other transfer of said shares until after the close of Purchaser Common Stock in respect of some or escrow as contemplated herein. Concurrent with the execution hereof, MRG shall irrevocably instruct the Transfer Agent to obey all further instructions of the Upfront PaymentTitle Company respecting removal of restrictions on the New MRG Stock. MRG does hereby irrevocably appoint Title Company as MRG's agent for all purposes under this Agreement related to stock transfer. The Title Company shall, thenupon the recording of the grant deeds from Seller to MRG, instruct the Transfer Agent to release any and all restrictions (other than those imposed by various securities laws) on the free transferability of Seller's shares. (c) At the Closing, Seller and MRG shall deposit such cash or other immediately available funds, in U.S. dollars, with Title Company, as may be necessary to effect the following reimbursements and prorations: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued Seller shall be equal to reimbursed for all unamortized loan fees associated with the existing loans against the Properties; (xii) the Upfront Payment less the amount Seller shall be reimbursed for all loan impound balances (tax impounds, tenant improvement impounds, and all other impounds) with balances determined as of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (iiiii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive transfer to MRG all rights and interests in the loan impound balances determined as of the closing date; (iv) Seller shall transfer to MRG and MRG shall assume all obligations of Seller under the various leases affecting the Properties, as set forth in the Assignment and Assumption Agreement, which agreement will be in substantially the same proportion form as that set forth in Exhibit "E" attached hereto and incorporated herein by this reference; (v) Seller shall transfer to MRG all security deposits held on behalf of cash tenants of the Properties and Purchaser Common Stock as each MRG shall assume all liability for said security deposits; (vi) Subject to tax impound accounts with various lenders on the Properties, real property taxes, business taxes, assessments and all other Sellercharges against the Real Property, Appurtenances and Improvements shall be prorated at the close of escrow; (vii) MRG and Seller shall share the costs of escrow 50% each; (viii) MRG shall pay all transfer taxes, if any; (ix) MRG shall pay for all policies of title insurance; and (iiix) at each Seller’s sole electionMRG shall pay all loan assumption fees, Purchaser shall execute if any, in connection with the True-Up Agreement in substantially assumption of the form attached hereto as Exhibit D with respect Assumed Obligations to the shares of Purchaser Common Stock issued to each Seller so electinglenders on the Properties. (cxi) The Initial Purchase Price Monthly interest, principal, and related charges for the loans described in Section 2.02 shall be determined prorated as follows: (i) of the Closing Date. The Initial Purchase Price money transferred pursuant to this subparagraph shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each deemed part of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Purchase Price. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(bPurchased Assets (other than the Additional Properties) below is Four Hundred Twenty-Five Million dollars ($425,000,000) (the “Initial Base Purchase Price”). At , subject to adjustment under Sections 1.6, 1.9, 5.3 and Article VI (the ClosingBase Purchase Price, Purchaser as adjusted, “Purchase Price”); provided that Buyer shall transfer deposit the Purchase Price in an escrow account (the “Escrow Account”) established at JPMorgan Chase Bank, N.A. (the “Escrow Agent”) pursuant to the terms of the escrow agreement (“Escrow Agreement”) attached hereto as Exhibit J. (a) If Sellers obtain the Post-Closing Agreement pursuant to Section 5.1(d), or Buyer elects to waive Sellers’ obligation to obtain such Post-Closing Agreement pursuant to Section 1.4(b), then within three (3) days after receiving the Post-Closing Agreement or Buyer’s waiver of the obligation, the Parties shall instruct the Escrow Agent to (i) retain an amount equal to $42,500,000 (the “Escrow Amount”) and (ii) remit the balance of cash (in United States dollars the Purchase Price by wire transfer of immediately available funds)funds to the account designated by Sellers’ Representative within two (2) Business Days. The Escrow Amount shall be used to fund Sellers’ obligations (if any) with respect to Environmental Defects or Title Defects pursuant to Section 5.3 and Article VI, respectively. The Parties shall execute such withdrawal instructions as are necessary to instruct the Escrow Agent to remit any funds remaining in the Escrow Account to an account designated by Sellers’ Representative on the first business day following the Objection Date; provided, however that to the extent any Title Defects or common stockEnvironmental Defects (i) are resolved in favor of Buyer on or prior to the Objection Date and would require a downward adjustment to the Purchase Price pursuant to Section 5.3 or Article VI, par value $0.001 per sharethen the Parties shall execute such withdrawal instructions as are necessary to instruct the Escrow Agent to remit any funds necessary to satisfy Sellers’ obligations to an account designated by Buyer or (ii) remain unresolved after the Objection Date, of Purchaser (“Purchaser Common Stock”), the Parties shall retain funds in the Escrow Account in an amount equal to the Initial Purchase Price minus (i) asserted Title Defect Values or Environmental Defect Values for the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary unresolved defects until such matters are finally resolved in accordance with Section 5.3 and Article VI. In the instructions in the Notary Instruction Letter. Prior event of any dispute arising from or relating to the transfer of the Seller SharesEscrow Account, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers dispute shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoresolved in accordance with Section 8.3(d). (b) If Purchaser elects Sellers do not obtain the Post-Closing Agreement pursuant to issue shares Section 5.1(d) on or before December 31, 2010, and Buyer does not elect to waive this post-closing obligation of Purchaser Common Stock in respect of some or all Sellers, then Sellers shall have the right to extend the deadline to obtain the Post-Closing Agreement until 3:00 p.m. Dallas time on January 14, 2011 (the “Extended Post-Closing Agreement Period”). If, by the expiration of the Upfront PaymentExtended Post-Closing Agreement Period, then: Sellers do not obtain the Post-Closing Agreement, Buyer may either waive the obligation of Sellers to obtain the Post-Closing Agreement or elect to terminate this Agreement by written notice to Sellers. If, upon expiration of the Extended Post-Closing Agreement Period, (i) prior to such issuance and upon request by PurchaserSellers obtain the Post-Closing Agreement, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; or (ii) Sellers do not obtain the Post-Closing Agreement but Buyer waives the obligation of Sellers to obtain the Post-Closing Agreement, then the Parties shall proceed to release the funds and closing deliverables held in escrow pursuant to this Section 1.4 and Article II, respectively. If Buyer elects to terminate this Agreement pursuant to this Section 1.4(b), then within three (3) days after Buyer’s notice of termination, the Parties shall instruct the Escrow Agent to remit the Purchase Price to Buyer. In the event of such termination, all monies, proceeds, receipts, credits, and income, and all costs, payables, debits and expenses, accruing to the Purchased Properties for the period from the Effective Date to the date of termination, shall be the sole property and entitlement, and the sole responsibility, of Sellers and, to the extent that received or paid by Buyer, Buyer shall fully disclose, account for, and promptly transmit to Sellers, or Sellers shall promptly transmit to Buyer, as the Upfront Payment consists case may be. In the event of cash and Purchaser Common Stockthe termination of this Agreement by Buyer pursuant to this Section 1.4(b), each Seller none of the Parties shall receive the same proportion have any liability hereunder of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect any nature whatsoever to the shares other Parties, including any liability for damages; provided, however, that Sellers shall indemnify Buyer for any claims or liability relating to the Purchased Properties regardless of Purchaser Common Stock issued when the events giving rise to each Seller so electingsuch claims or liability occurred. (c) For federal tax purposes, the sale of the Purchased Assets shall occur on the date Sellers obtain the Post-Closing Agreement or Buyer elects to waive the Sellers’ obligation to obtain the Post-Closing Agreement. The Initial Purchase Price shall Parties intend for the payment of the Escrow Amount to be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable eligible for the installment method of reporting pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each 453 of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000Code, and in the Parties shall take no event shall action that is inconsistent with the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesforegoing. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will Purchased Assets shall be calculated as set forth in Seventeen Million Dollars ($17,000,000) subject to adjustment pursuant to Section 1.6(b) below 2.06 hereof (the “Initial Purchase Price”). At The Purchase Price shall be paid as follows: (a) Buyer Parent shall pay, or cause to be paid, at the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Preliminary Closing Purchase Price minus (i) less the Escrow Amounts, Amount to Seller Parent (ii) the which Seller Funded Expenses Parent shall receive for itself and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the all other Sellers) by wire transfer of the or immediately available funds to an account designated in writing by Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one Parent to Buyer Parent no later than two (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (52) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (iib) The Escrow Amount shall be deposited by wire transfer of immediately available funds into an account designated by the Escrow Agent and shall be held in a separate interest bearing account (the “Escrow Account”) and distributed in accordance with the terms of the Escrow Agreement to satisfy any and all claims made by Buyer Parent or any other Buyer Indemnitee against Seller Parent pursuant to ARTICLE VIII. The funds held in the Escrow Account are intended to be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. In no event, shall the Escrow Account or the funds held therein be released or used to pay any amounts other than as permitted by this Agreement and the Escrow Agreement. Seller Parent shall not have any right, title, or interest in and to the Escrow Account or the funds held therein until such time as all of the necessary conditions for release of funds from the Escrow Account to Seller Parent under this Agreement and the Escrow Agreement have occurred, and only to the extent that of the Upfront Payment consists amount of cash and Purchaser Common Stockfunds permitted to be released at such time to Seller Parent, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial At the ▇▇▇ Closing, Buyer Parent shall pay, or cause to be paid, the ▇▇▇ Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plusless rental or other fees for the ▇▇▇ Assets already paid prior thereto, if applicableany, any amounts payable to a Seller pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each terms of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***▇▇▇ Agreement. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will to be calculated purchased by each Buyer at the Initial Closing (the "Initial Closing Purchase Price") shall be sum of (x) the amount set forth opposite such Buyer's name in column (4) of the Schedule of Buyers (the “Firm Share Purchase Price”), plus (y) that number of Additional Shares, if any, to be purchased by such Buyer as set forth in Section 1.6(b) below the Initial Closing Buyer Schedule multiplied by $8.00 per Additional Share (the “Initial Minimum Additional Share Purchase Price”). At least three (3) days prior to the ClosingInitial Closing Date, Purchaser each Buyer shall transfer deposit its Firm Share Purchase Price with an amount of cash escrow agent mutually acceptable to the Buyers and the Company (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (the “Purchaser Common StockEscrow Agent”), equal to and on or before the Initial Closing Date, each Buyer shall deposit its Minimum Additional Share Purchase Price minus (i) with the Escrow AmountsAgent, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary which Escrow Agent shall hold all such funds in accordance with the instructions in terms of an Escrow Agreement to be entered into by and among the Notary Instruction Letter. Prior to Escrow Agent, Buyers and the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto Company (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationEscrow Agreement”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by The aggregate purchase price for the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock Optional Shares to be issued shall be equal to purchased by each Buyer at the Optional Share Closing (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of "Optional Share Purchase Price" and, together with the Initial Closing Purchase Price, divided by (ythe “Purchase Price”) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plusthat number of Optional Shares, if applicableany, any amounts payable pursuant to Section 1.6(c)(iii) if (x) be purchased by such Buyer as set forth in the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved Optional Closing Buyer Schedule multiplied by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***$8.00 per Optional Share. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for On the Shares will be calculated as set forth in Section 1.6(b) below (first Business Day following the “Initial Purchase Price”). At the ClosingEffective Date, Purchaser shall pay to the Escrow Agent the Deposit, as an ▇▇▇▇▇▇▇ money deposit of a portion of the estimated Purchase Price for all of the Mortgage Servicing Rights intended to be sold hereunder, by wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) which shall be held by the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary Agent in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoEscrow Agreement. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all In full consideration for the sale of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock Mortgage Servicing Rights to be issued shall be equal sold pursuant to (xSection 2.02(a)(i) the Upfront Payment less the amount of any cash transferred and subject to the Notary in respect terms and conditions of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole electionthis Agreement, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect pay to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial the Purchase Price shall be determined in accordance with this Section 3.01, as follows: (i) The Initial On the Sale Date or Subsequent Sale Date, as applicable, Purchaser shall pay to Seller a sum equal to fifty percent (50%) of the Estimated Purchase Price (which shall be $45,000,000 pluscalculated in accordance with Section 3.01(c)), if applicableminus, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice with respect to the Purchaser during the Put Option Period GNMA Mortgage Servicing Rights only, $81,000,000, and (y) each net, in all cases, of the following milestones pro rata portion (each, a “Base Milestone,” and collectively, in accordance with applicable Mortgage Loan balances as of the “Base Milestones”Sale Date) has been achieved by of the Acquired Company on or prior Deposit with respect to the date applicable Servicing Agreement(s), on the Sale Date immediately following the Closing by wire transfer of immediately available federal funds, to an account designated by Seller, and Seller and Purchaser shall promptly cause the Escrow Agent to release such portion of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Deposit to Seller as soon as practicable thereafter. (ii) On the applicable Servicing Transfer Date, Purchaser shall pay to the Seller a sum equal to the portion of the Purchase Price with respect to the Mortgage Servicing Rights transferred on such Servicing Transfer Date that has not been paid to Seller by Purchaser as of such date, including with respect to Mortgage Loans that have prepaid between either (x) the Sale Date or Subsequent Sale Date, as applicable, and the initial applicable Servicing Transfer Date or (y) two Servicing Transfer Dates pertaining to the same Mortgage Servicing Rights, plus interest thereon at the Federal Funds Rate for the period from the Sale Date or Subsequent Sale Date, as applicable, to such Servicing Transfer Date or between such Servicing Transfer Dates by wire transfer of immediately available federal funds, to an account designated by Seller. (c) No later than three (3) Business Days prior to the Sale Date, Seller shall complete and provide to Purchaser, the (i) the preliminary Mortgage Loan Schedule and (ii) the Estimated Purchase Price Computation Worksheet setting forth the Estimated Purchase Price, in the form of Exhibit A-1 and based on information regarding the Mortgage Loans as of the previous month-end trial balance that is included in the preliminary Mortgage Loan Schedule. (d) No later than ten (10) Business Days after the Sale Date, Seller shall complete and provide to Purchaser, the (i) final Mortgage Loan Schedule and (ii) the Purchase Price Computation Worksheet setting forth Seller’s computation of the Purchase Price, in the form of Exhibit A-2 and based on information regarding the Mortgage Loans as of the Sale Date that is included in the final Mortgage Loan Schedule. Within five (5) Business Days after delivery to the Purchaser of the Purchase Price Computation Worksheet, (A) the Seller shall pay to Purchaser (x) the amount, if any, by which fifty percent (50%) of the Estimated Purchase Price exceeds fifty percent (50%) of the Purchase Price, plus (y) interest on the applicable amount computed pursuant to clause (A)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount; or (B) Purchaser shall pay to the Seller (x) the amount, if any, by which fifty percent (50%) of the Purchase Price exceeds fifty percent (50%) of the Estimated Purchase Price, plus (y) interest on the amount computed pursuant to clause (B)(x) above at the Federal Funds Rate for the period from the Sale Date to the date of payment in full of such amount. (e) In the event Purchaser delivers the sale of the Purchased Assets related to any Servicing Agreement is delayed to a Subsequent Sale Date in accordance with Section 2.02(a)(ii), additional Estimated Purchase Election Notice Price Computation Worksheet(s) and Purchase Price Computation Worksheet(s) related to the Sellers’ Representative during Purchased Assets to be sold on such Subsequent Sale Date shall be delivered, and the Call Option Period, portions of the Initial Estimated Purchase Price and Purchase Price to be paid hereunder related to the Purchased Assets to be sold on such Subsequent Sale Date shall be $35,000,000paid, in accordance with the preceding provisions of this Section 3.01 as if such Subsequent Sale Date were the Sale Date thereunder, net of the portion of the Deposit with respect to the applicable PLS Servicing Agreement(s), and in no event Seller and Purchaser shall promptly cause the Purchaser be obligated Escrow Agent to pay Sellers any amounts in respect release such portion of the MilestonesDeposit to Seller as soon as practicable following such Subsequent Sale Date. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Purchaser shall pay to Seller, in consideration for the Shares will be calculated as set forth in Section 1.6(b) below Acquired Assets, the following amount (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus ): (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto sum of [********] (the “Proceeds AllocationInitial Payment”); and (ii) a series of [********] annual installment payments (each a “Royalty Payment”), due and payable not later than thirty (30) days following the end of each Payment Year and equal to the lesser of (A) [********], or (B) an amount (the “Royalty”) and equal to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days [********] of any Net Sales for such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoPayment Year. (b) If Purchaser elects to issue shares Notwithstanding any other provision of Purchaser Common Stock in respect of some or all of the Upfront Paymentthis Section 2.3, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued no Royalty Payment shall be equal payable unless and until Product shall be produced, brought to market, and sold to a customer within the United Sates (x) other than an Affiliate of Purchaser). And the Upfront first Payment less Year shall not commence until the amount of any cash transferred to date when the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingfirst such sale occurs. (c) On or promptly after the Closing Date, but in no event later than thirty (30) days after the Closing Date, Seller shall deliver all tangible portions of the Acquired Assets (excluding the Technical Package) to Purchaser by hand delivery at the Closing or by shipping such items at Purchaser’s expense to a destination in the United States specified by Purchaser. The Initial Purchase Price Technical Package shall be determined delivered to Purchaser as follows:provided in subsection 2.3(f) below. (id) Seller hereby agrees that at all times after the Closing Date, unless an Event of Default shall have occurred and be continuing, neither Seller nor any Affiliate of Seller shall directly or indirectly market, sell, produce, license or in any way exploit mecmylamine hydrochloride in the Territory. (e) The Initial Purchase Price shall Payment will be $45,000,000 plustendered by Purchaser to Seller not later than the close of banking business on the Closing Date by Federal wire of funds to Chase Manhattan Bank, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided [********], except Merck & Co., Inc. [********]; Reference: Sale of Inversine® to ▇▇▇▇▇▇ Bioscience, Inc. March 1998 [Closing Date]. All Royalty Payments shall be paid by Purchaser to Seller on the date they are due by federal wire funds according to the wire transfer fund instructions above or amended wire instructions given by Seller to Purchaser in writing. (f) Following the Closing Date, the Seller shall use reasonable efforts to assemble the Technical Package. The Seller shall describe the Technical Package in a schedule (the “Technical Package Schedule”) to be delivered to Purchaser at the same time as provided in Section 5.11 hereof.the Technical

Purchase Price. (a) The initial purchase price Subject to the terms and conditions of this Agreement, in reliance on the representations, warranties, covenants and agreements of the Sellers contained herein, and in payment and consideration for the Shares will be calculated as set forth in Section 1.6(b) below (sale, conveyance, assignment, transfer and delivery of the “Initial Purchase Price”). At Purchased Assets by the ClosingSellers to Buyer, Purchaser Buyer or Parent shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to pay the Initial Purchase Price minus as hereinafter provided. Annex A has been prepared in good faith by MFFB management; provided, however, that Buyer’s belief that Annex A is reasonable when given (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account Buyer’s payment of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer Initial Purchase Price) shall not foreclose, prevent, limit or preclude any rights or remedy of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one Buyer set forth herein. (1b) Business Day of On or before sixty (60) days following the Closing Date, the Notary Sellers shall pay prepare and deliver to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto Buyer a statement (the “Proceeds AllocationClosing Statement”) setting forth the audited revenues and expenses related to the bank accounts or brokerage accounts so indicated GAC Franchise Business and audited revenues and expenses related to the GAC Manufacturing Business for the TTM Period, in each case reflected in the Sellers’ audited financial statements (the “Actual Financials”), together with a letter from the chief accounting officer of MFFB certifying that the amounts set forth in the Closing Statement are accurate. The Actual Financials, as calculated by the Sellers, shall be final and binding on the parties hereto unless Buyer delivers to the Sellers a reasonably detailed statement describing its objections to the calculation of the Actual Financials (a “Statement of Objection”) within thirty (30) days of its receipt of the Closing Statement. (c) If Buyer delivers to the Sellers a timely Statement of Objection, Buyer and the Sellers and their respective independent accountants shall negotiate in good faith and use reasonable best efforts to resolve any dispute. If there are a final resolution is not reached within thirty (30) days after Buyer has submitted a timely Statement of Objection, any changes remaining disputes shall be resolved by an independent accounting firm selected jointly by the parties (the “Reviewing Accountant”). The Reviewing Accountant shall be instructed to limit its review to matters specifically set forth in the Proceeds Allocation Statement of Objection and to resolve any matters in dispute as promptly as practicable, but in no event more than thirty (30) days after such matters have been submitted to them, and to set forth their resolution in a statement (the Effective Date“Accountant Statement”) setting forth the Actual Financials. With respect to any disputed matter, the Reviewing Accountant may select Buyer’s figure, the Sellers’ Representative figure or any figure between the two. The Reviewing Accountant shall notify Purchaser act as an arbitrator to determine only those issues in dispute, based solely on the terms of this Agreement and the presentations by the parties and not by independent review of legal, accounting or factual matters. The Reviewing Accountant shall only consider issues, amounts or matters disputed in a Statement of Objection delivered within five the applicable thirty (530) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each day period. The determination of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers Reviewing Accountant shall be bound by final and binding on the Proceeds Allocation set forth on Schedule A attached parties hereto. (bd) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all The fees and expenses of the Upfront PaymentReviewing Accountant shall be borne by Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Reviewing Accountant, then: and such proportionate allocation shall also be determined by the Reviewing Accountant when their determination is rendered on the merits of the matter submitted. For illustration purposes only: (i) prior to such issuance if the total amount of disputed items by the Sellers is $100,000 and upon request by Purchaserthe Reviewing Accountant awards the Sellers $50,000, then the Sellers and Buyer shall bear the Reviewing Accountant’s fees and expenses equally; or (Aii) if the total amount of the Sellers’ disputed items is $100,000 and the Reviewing Accountant awards the Sellers $75,000, then the Sellers shall deliver bear 25% and Buyer shall bear 75% of the Reviewing Accountant’s fees and expenses. (e) The Sellers and Buyer shall cooperate with each other and the Reviewing Accountant in connection with the matters contemplated by this Section 3.2, including the Sellers’ preparation of and Buyer’s review of the Closing Statement, in each case including by furnishing such information and access to Purchaser such representations books, records (including accountants’ work papers), personnel and warranties properties as Purchaser shall may be reasonably request for purposes requested. (f) Within three (3) Business Days after the final determination of exempting the issuance of such shares Actual Financials in accordance with this Section 3.2, if the Actual Financials differ from the registration requirements financials on Annex A, then Buyer shall calculate (i) the Franchise Revenue Difference and (ii) the Manufacturing Contribution Difference. If the sum of the Securities Act Franchise Revenue Difference and the Manufacturing Contribution Difference (Bthe “Cumulative Difference”) is a negative amount of $100,000 or greater, then Buyer shall deliver a statement to the Sellers (the “Purchase Price Deficit Statement”) setting forth the Cumulative Difference. If the Cumulative Difference is a negative amount of $100,000 or greater, then upon receipt of the Purchase Price Deficit Statement, the Sellers shall owe to Buyer an amount equal to the Cumulative Difference, multiplied by 8.4 (the “Purchase Price Deficit Amount”). Notwithstanding the forgoing, if the Cumulative Difference is a positive amount (e.g. the Actual Financials are cumulatively greater than the financials on Annex A), then Buyer shall not owe any additional amounts to the Sellers under this Agreement. (g) Any Purchase Price Deficit Amount owed by the Sellers to Buyer, shall be paid, within three (3) Business Days after the Sellers’ receipt of the Purchase Price Deficit Statement, by wire transfer of immediately available funds by the Sellers to an account designated in writing by Buyer; provided, that, if the Sellers do not make such payment to Buyer within three (3) Business Days after the Sellers’ receipt of the Purchase Price Deficit Statement, Buyer may draw from the Indemnity Escrow Amount the number of shares of Purchaser Common Stock to be issued shall be Parent Shares equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, Price Deficit Amount divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) Date Reference Price to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) satisfy the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***payment obligations under this Section 3.2(g). (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The Parties hereto agree that the Purchase Price shall be Nine Million, Five Hundred Thousand Dollars (a$9,500,000) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At The Parent and the Closing, Purchaser shall pay the Purchase Price to the Sellers or their designees as hereinafter provided (it being understood that the Parent and the Purchaser are jointly and severally liable for the obligation to pay the Purchase Price as hereinafter set forth): (a) On or prior to the date of this Agreement, Three Million Dollars ($3,000,000) shall be delivered by the Parent and the Purchaser by wire transfer an amount of cash (in United States dollars of immediately available funds)funds to an escrow account established by the Parent and the Purchaser’s counsel in such Parent and Purchaser’s counsel’s IOLTA Trust Account to be held by Parent and Purchaser’s counsel, as escrow agent under an escrow agreement entered into on or common stock, par value $0.001 per share, of Purchaser prior to the date hereof among the parties hereto and certain investors in the Parent’s securities (the “Purchaser Common StockEscrow Agreement”), equal said escrow funds to be paid to the Initial Purchase Price minus (i) Sellers at the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary Closing in accordance with the instructions in Escrow Agreement and this Agreement. (b) On or before the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one ninetieth (190th) Business Day of day following the Closing Date, the Notary Parent and the Purchaser shall pay to the Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto Two Million Dollars ($2,000,000) (the “Proceeds AllocationSecond Payment”) and in immediately available funds to the bank accounts or brokerage accounts so indicated an account specified by the Sellers. If there are any changes to Sellers in writing; provided that on or before the Proceeds Allocation after date hereof the Effective Date, Parent and the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless letter of credit in form and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred substance satisfactory to the Notary in respect of Sellers that secures the Initial Purchase Price, divided by (y) Parent and the closing price of Purchaser’s obligation to make the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingSecond Payment. (c) The Initial Purchase Price Parent and the Purchaser shall pay to the Sellers a continuing royalty on net cash (invoiced amount less sales refunds, returns, rebates, allowances and similar items) actually received by Purchaser or its Affiliates from sales of the Consumer Products, commencing with net cash actually received by the Purchaser or its Affiliates from and after the Closing Date and continuing until the total royalty paid to Sellers totals Four Million, Five Hundred Thousand Dollars ($4,500,000), calculated as set forth below. The Parent and the Purchaser shall make royalty payments under this Section 2.2(c) to the Sellers on a monthly basis in arrears within thirty days of each month end. Upon request, the Parent and the Purchaser shall provide PHMD with financial records reasonably required to verify net cash actually received by the Purchaser or its Affiliates from sales of the Consumer Products during the applicable period. PHMD may make such a request no more often than once every three months. The Parent and the Purchaser shall cooperate fully with PHMD with respect to these requests and shall provide reasonably requested records within 15 days of any such request. PHMD agrees to keep all records provided by the Parent and the Purchaser confidential and to either destroy or return the records to the Parent or the Purchaser upon completion of its audit. Any discrepancies found will be reviewed by the Parent and the Purchaser and, if confirmed, corrected by way of a refund or payment, as appropriate. In the event of confirmed discrepancies or a determination by the Independent Accountant (as defined below) that resulted in a shortfall to the Sellers of more than 5% of payments to which it was entitled for the time period in question, then, in addition to paying the amount of the shortfall, the Parent and the Purchaser shall reimburse PHMD for the reasonable costs of the audit (including fees and expenses of the Independent Accountant. In the event that Parent/Purchaser and PHMD cannot resolve any discrepancies within thirty (30) days of PHMD’s written notice thereof to Parent/Purchaser, then at any time thereafter, PHMD may submit the disputed items for final review and determination by an independent accountant of nationally recognized standing selected by the New York Regional Office of the American Arbitration Association in accordance with the procedures of the American Arbitration Association (the “Independent Accountant”). Each of the Parent/Purchaser and PHMD shall be determined party to the engagement letter entered into with the Independent Accountant. The Independent Accountant shall act as follows:an arbitrator to resolve the disputed items in question in accordance with the provisions and definitions in this Agreement. The Independent Accountant shall provide its final determination to the Purchaser/Parent and PHMD in writing with a reasonably detailed explanation of the reasons for its determinations. All such determinations shall be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error), and may be entered and enforced in any court having jurisdiction. All costs and expenses of the Independent Accountant shall be borne equally by Purchaser/Parent, on the one hand, and PHMD, on the other hand; provided, however, that if a determination by the Independent Accountant that resulted in a shortfall to the Sellers of more than 5% of payments to which it was entitled for the time period in question, then, in addition to paying the amount of the shortfall, the Parent and the Purchaser shall be solely responsible for all costs and expenses of the Independent Accountant. (i) Thirty-Five Percent (35%) of net cash (invoiced amount less sales refunds, returns, rebates, allowances and similar items) actually received by Purchaser or its Affiliates from the sale of all Consumer Products sold through live television promotions made through Home Shopping Network (HSN) in the United States, QVC in the European Union, and The Initial Purchase Price shall be $45,000,000 plusShopping Channel (TSC) in Canada, if applicable, any less (A) deductions for sales commissions actually paid and on-air costs incurred for those amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice collected related to the Purchaser during sale of Consumer Products made through HSN in the Put Option Period United States, QVC in the European Union, and The Shopping Channel (yTSC) each of the following milestones (eachin Canada, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) the cost of goods sold to generate such net cash; and (C) The Acquired Company has successfully completed ***. (ii) In Six Percent (6%) of net cash (invoiced amount less sales refunds, returns, rebates, allowances and similar items) actually received by Purchaser or its Affiliates from the event sale of all Consumer Products other than sales described in Section 2.2(c)(i). For the avoidance of doubt, in calculating net cash actually received by the Purchaser delivers a Purchase Election Notice or its Affiliates, (a) subject to clause (b) below, the Purchaser shall have the right to deduct all refunds, returns, rebates, allowances and similar items of any kind whatsoever, and (b) the maximum amount of refunds, returns, rebates, allowances and similar items for the period prior to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price Closing shall be capped at $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones500,000. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. ‌ The purchase price (the “Purchase Price”) for the Purchased Shares shall be satisfied as follows: (a) The initial purchase price for At the Shares will be calculated as set forth Time of Closing, the Buyer shall deliver to the Seller cash in Section 1.6(b) below the amount of US$75 million (the “Initial Purchase PriceFirst Cash Payment”). At the Closing, Purchaser shall ) by wire transfer an amount of cash (in United States dollars of immediately available funds), funds to an account designated by the Seller; (b) On or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to before the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day six-month anniversary of the Closing Date, the Notary Buyer shall pay to Sellers the Upfront Payment, pursuant deliver to the allocation set forth on Schedule A attached hereto Seller cash in the amount of US$25 million (the “Proceeds AllocationSecond Cash Payment”) and by wire transfer of immediately available funds to the bank accounts or brokerage accounts so indicated an account designated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing DateSeller; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price At the Time of Closing, the Buyer shall be determined as follows:issue from treasury and deliver to the Seller a direct registration statement representing the Consideration Shares; (id) At the Time of Closing, the Buyer shall deliver to the Seller a net smelter returns royalty (“NSR”) agreement in the form set out in Schedule “B” (the “NSR Agreement”) duly executed by the parties thereto, with such revisions, as necessary, contemplated by Section 2.2(d) of the Seller Disclosure Letter.‌ The Initial Purchase Price shall be $45,000,000 plusSeller acknowledges that the Consideration Shares are subject to a statutory four month hold period under Applicable Securities Laws and any certificate or written notice delivered to the Seller in respect of its ownership of the Consideration Shares and any certificates or written notices issued in exchange or substitution thereof, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or issued prior to the date of that is four months plus one day from the Milestone Completion Notice: (BClosing Date, shall bear the applicable legend(s) and (C) The Acquired Company has successfully completed ***provided for under the Applicable Securities Laws. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for Purchase Price, as defined in Section 1.1.3 of the Shares will be calculated Agreement, is hereby amended to $ 1,137,500,000.00. Schedule 1.1.3 to the Agreement is hereby amended and restated in its entirety as set forth in Section 1.6(bon Schedule 1.1.3 attached hereto. Before the date that is ten (10) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal calendar days prior to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, Purchaser shall have the Notary right to reallocate the Purchase Price among the Properties, in which event Purchaser and Seller shall pay enter into a further amendment to Sellers the Upfront PaymentAgreement solely to reflect the further revised Schedule 1.1.3; provided, however, in no event shall any such reallocation of the Purchase Price reduce the Allocated Purchase Price of the Properties leased by Google, Inc. (collectively, the “Google Property”) below $90,000,000.00. The Google Property and, if the DirecTV, Inc. ROFO Offer (as hereinafter defined) is sent, the Property leased by DirecTV, Inc. (the “DirecTV Property), are each referred to herein individually as, a “ROFO Property”. Purchaser acknowledges that Seller has sent Google, Inc. an offer to purchase the Google Property pursuant to the allocation set forth on Schedule A attached hereto right of first offer to purchase provisions (the “Proceeds AllocationGoogle ROFO Provisions”) set forth in the lease with Google, Inc. and that Seller may send DirecTV, Inc. an offer to purchase the DirecTV Property (the “DirecTV, Inc. ROFO Offer”) pursuant to the right of first offer to purchase provisions (the “DirecTV ROFO Provisions”; the Google ROFO Provisions and, if the DirecTV, Inc. ROFO Offer is sent, the DirecTV ROFO Provisions, are each referred to herein individually as the “ROFO Provisions”) set forth in the lease with DirecTV, Inc. Google, Inc. and, if the DirecTV, Inc. ROFO Offer is sent, DirecTV, Inc. are each referred to herein individually as a “ROFO Offer Tenant”. Notwithstanding anything in the Agreement to the contrary, if (i) a ROFO Offer Tenant elects to purchase a ROFO Property pursuant to the applicable ROFO Provisions and (ii) prior to the Closing Date, Seller and such ROFO Offer Tenant have entered into a definitive contract for the purchase and sale of the ROFO Property (the “ROFO Purchase Agreement”), then Purchaser shall proceed with the acquisition of the ROFO Property pursuant to the terms of the Agreement and, at Closing, Seller shall assign to Purchaser all of Seller’s right, title and interest in and to the bank accounts or brokerage accounts so indicated by ROFO Purchase Agreement and the Sellers. If there are any changes ROFO Property will be conveyed to Purchaser subject to the Proceeds Allocation after the Effective DateROFO Purchase Agreement; provided, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaserhowever, (A) Sellers Purchaser and Seller shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting cooperate in good faith in drafting the issuance of such shares from the registration requirements initial draft of the Securities Act ROFO Purchase Agreement that is sent to such ROFO Offer Tenant and (B) Seller shall not enter into the number of shares of proposed final ROFO Purchase Agreement without Purchaser’s prior written approval, which Purchaser, provided it has complied with the negotiation standard contained in the applicable ROFO Provisions, may withhold in its reasonable discretion. Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect provide Seller with its written approval or disapproval of the Initial ROFO Purchase PriceAgreement within three (3) business days of Seller’s written request therefor, divided by (y) the closing price which written request shall include a copy of the final ROFO Purchase Agreement. If Purchaser Common Stock on fails to provide Seller with Purchaser’s approval or disapproval of the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole electionROFO Purchase Agreement within such time period, Purchaser shall execute be deemed to have approved the True-Up ROFO Purchase Agreement. Notwithstanding the foregoing, or anything contained in the Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 pluscontrary, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice ROFO Offer Tenant elects to purchase a ROFO Property pursuant to the Purchaser during the Put Option Period ROFO Provisions and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date Closing Date, Seller and such ROFO Offer Tenant have failed to enter into a definitive contract for the purchase and sale of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In ROFO Property notwithstanding their good faith efforts to do so, then Purchaser shall proceed with the event Purchaser delivers a Purchase Election Notice acquisition of the ROFO Property pursuant to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect terms of the Milestones. (iii) In addition Agreement and shall take the ROFO Property subject to the amounts specified ROFO Offer Tenant’s rights under the applicable ROFO Provisions. Notwithstanding anything contained in Section 1.6(c)(i)the agreement to the contrary, Purchaser and Seller hereby agree that (a) ROFO Offer Tenants shall no longer constitute “ROFO Tenants” under the Initial Purchase Price Agreement, (b) Seller shall no obligation to obtain and deliver ROFO Acknowledgments from a ROFO Offer Tenant and (c) the delivery of ROFO Acknowledgements from a ROFO Offer Tenant shall not be increased conditions to Purchaser’s obligation to close the transactions contemplated by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesAgreement.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The purchase price (the “Purchase Price”) for the Property is Thirteen Million Five Hundred Thousand Dollars ($13,500,000.00), subject to prorations and adjustments stated below, and it shall be payable as follows: a) The initial purchase price for On November 3, 2006, Buyer delivered to First American Title Insurance Company, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the Shares will be calculated as set forth “Escrow Agent”) an ▇▇▇▇▇▇▇ money cash deposit in Section 1.6(bthe amount of One Hundred Thousand Dollars ($100,000.00) below (the “Initial Purchase PriceDeposit”) in accord with that certain Escrow Agreement between Seller and Buyer dated October 27, 2006 (the “Escrow Agreement”). Seller may, from time to time, with Buyer’s written consent , draw upon the Initial Deposit to pay the costs of filing for and obtaining approval from the Securities and Exchange Commission of the form of solicitation and, thereafter, Seller’s limited partners, of the sale of the Property. If the Closing does not occur and the sole cause of the failure to close is Seller’s default under this Agreement, and if Buyer is otherwise entitled to receive the Initial Deposit, Seller shall promptly repay any amounts it has withdrawn from escrow and the full amount of the Initial Deposit will be refunded to Buyer. If the Closing does not occur and the cause of the failure to close is Buyer’s, including Buyer’s election during the Inspection Period not to proceed with the Closing for any reason, then if Buyer is otherwise entitled to a return of the Initial Deposit, the Initial Deposit, less amounts Buyer has withdrawn, shall be the amount returned to Buyer. b) If Buyer does not terminate this Agreement on or before the expiration of the Inspection Period, then no later than two (2) business days after the expiration of the Inspection Period, Buyer shall make an additional deposit of One Hundred Thousand Dollars ($100,000.00) (the “Additional Deposit”) in cash (collectively, the Initial Deposit and the Additional Deposit shall be referred to hereinafter as the “Deposit”). c) The Deposit, as installments of same are paid, will be placed and held in escrow by the Escrow Agent in money market mutual funds customarily used by the Escrow Agent for such purposes. Any interest earned by the Deposit shall be considered as part of the Deposit. Except as otherwise provided in this Agreement, the Deposit will be applied to the Purchase Price at the Closing. All interest earned on the Deposit while in escrow shall be reported to the Internal Revenue Service using Buyer’s employer identification number; Buyer shall submit an executed Form W-9 to Escrow Agent with the Initial Deposit. d) At the Closing, Purchaser Buyer shall pay Seller Thirteen Million Five Hundred Thousand Dollars ($13,500,000.00), inclusive of the Deposit in its entirety (including sums withdrawn by Seller under a) above) and subject to adjustment for the prorations as provided herein, to a bank account designated by Seller via wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to . Such payment shall be made by Buyer depositing the Initial Purchase Price minus (i) appropriate amount with the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment Agent on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of or before the Closing Date, and the Notary shall pay Escrow Agent paying the applicable amount to Sellers Seller on the Upfront Payment, pursuant Date of Closing to a bank account designated by Seller via wire transfer in immediately available funds. e) Prior to the end of the Inspection Period, Seller and Buyer shall agree regarding the allocation set forth on Schedule A attached hereto (of the “Proceeds Allocation”) and to Purchase Price among the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective DateLand, Personal Property, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changesLeasehold, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoother property. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price 3.1 As consideration for the Shares will be calculated as set forth purchase of the Purchased Assets, in Section 1.6(b) below (reliance upon the “Initial Purchase Price”). At representations and warranties, covenants, agreements and undertakings of the ClosingSeller made herein, and subject to the terms and conditions of this Agreement, the Purchaser shall transfer an amount pay to the Seller, the sum equivalent to the excess of cash (the Purchased Assets over the Assumed Liabilities in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser Dollars (“Purchaser Common Stock”), equal the "PURCHASE PRICE") (determined by reference to the Initial appraisal value of the Purchased Assets) within three (3) months of the issuance of the Business License of the Purchaser. 3.2 If any liabilities, save to extent the Assumed Liabilities in Article 3.1, cannot be transferred to the Purchaser due to any reason arising out of legal proceedings or approval procedures, the Purchased Assets described in Article 3.1 shall be reduced proportionately. 3.3 Without prejudice to any other remedies available to the Purchaser, in the event that the Seller is in material breach of this Agreement or the JV Contract ("DEFAULT") before the full amount of the Purchase Price minus (i) has been paid under this Article 3, at the Escrow Amountsdiscretion and request of the Purchaser, (ii) the Seller Funded Expenses shall forthwith cease to have any right to receive and (iii) the Loan Amount (Purchaser shall cease to have any further obligation to pay any remaining balance of the “Upfront Payment”) Purchase Price to the third party account Seller, and the Seller shall refund the amount of the Notary in accordance with Purchase Price, which has been paid by the instructions in Purchaser immediately preceding the Notary Instruction Letter. Prior occurrence of the Default, to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound days from demand by the Proceeds Allocation Purchaser. 3.4 If the Purchaser fails to pay the Purchase Price within the period set forth on Schedule A attached hereto. in Article 3.1 (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred due and owing is referred to as the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i"DEFAULT PAYMENT"), the Initial Purchase Price Purchaser shall be increased pay to the Seller a default penalty of 0.05% per day based on the Default Payment from the first day of the default until the day on which the Default Payment is fulfilled in full by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesPurchaser.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. In consideration of the sale of the Purchased Assets, the Buyer shall pay to the Seller at the Closing the sum of Three Million Four Hundred Ninety Thousand Dollars (a$3,490,000) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below cash (the “Initial Purchase Price”)"PURCHASE PRICE") by certified or bank check or by wire transfer to an account designated by the Seller. At the Closing, Purchaser shall transfer an amount Closing the Buyer may pay some or all of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) directly to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer any creditor of the Seller Shareswith an encumbrance against the Purchased Assets. The Buyer shall use commercially reasonable efforts to give the Seller at least fifteen (15) days prior written notice before making any such payment, the Notary Buyer shall hold the Upfront Payment on behalf of Purchaser. After the transfer of give the Seller Shareswritten notice identifying in reasonable detail each lien, claim, pledge or other encumbrance against the Notary Purchased Assets of which the Buyer has Knowledge and the Seller shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closingpromptly, but in any event within one (1) Business Day no later than at the Closing, deliver to the Buyer a release of each such encumbrance or reasonably satisfactory evidence that such a release will be delivered to the Buyer promptly after the Closing. In the event that the Seller fails to do so, at the Closing the Buyer may pay any or all of such creditors the total amount owed to such creditors of the Seller and receive a dollar for dollar credit against the Purchase Price. Nothing set forth herein shall relieve the Seller of its obligation to transfer and deliver the Purchased Assets to the Buyer free and clear of all liens, claims and encumbrances. The Buyer shall have no obligation to pay any amount in excess of the Purchase Price. On or before the Closing Date, the Notary Parties shall pay to Sellers the Upfront Payment, pursuant to agree upon the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by purchase price among the Proceeds Allocation set forth on Schedule A attached heretoPurchased Assets. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Shares will Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be calculated paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth in Section 1.6(b) below herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as their banking agent (the “Initial Purchase Price”"Banking Agent") and establish a joint account with the Banking Agent under Seller's federal tax identification number that requires the signatures of one of two designees of Seller and one of two designees of Buyer for any withdrawals or other activity other than deposits (the "Joint Account"). At The Banking Agent shall collect and deposit the ClosingClosing Receivables and the New Receivables (as defined below) into the Joint Account and shall periodically provide to the Buyer and the Seller a detail of such receivables (including the amount, Purchaser payor and related invoice number of each payment and copies of checks deposited along with any other information submitted in connection with each such payment). Joint authorization in writing signed by each of the Buyer and the Seller will be required before any funds can be released from the Joint Account. Within three (3) business days following the end of each bi-weekly period commencing on the Closing Date, the Buyer shall transfer an notify the Seller in writing (the "Buyer Notification") as to what amount of cash the funds deposited into the Joint Account by the Banking Agent for a given bi-weekly period were payments of Closing Receivables and what amount of such funds were payments of accounts receivable from accounts comprising the Closing Receivables generated post closing (the "New Receivables"). Within three business days (3) following delivery of the Buyer Notification, the Seller and the Buyer shall jointly execute checks (or authorize wire transfers) drawing on funds held in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser the Joint Account to (“Purchaser Common Stock”), equal i) distribute to the Initial Purchase Price minus Buyer all of the funds deposited in the Joint Account with respect to the New Receivables, and (ii) distribute to the Seller forty two and one half percent (42.5%) of the funds deposited in the Joint Account with respect to the Closing Receivables; provided however, that in no event shall the Seller be entitled to receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Joint Account. The remaining funds deposited in the Joint Account with respect to the Closing Receivables shall be used solely to repay in full all of the accounts payable reflected on the Balance Sheet until the Joint Account Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall jointly execute checks (or authorize wire transfers) drawing on funds held in the Joint Account to the parties as specified in such schedule. The Joint Account shall terminate (the "Joint Account Termination Date") upon the later of (i) the Escrow AmountsSeller's receipt of the Maximum Amount from funds deposited in the Joint Account, (ii) the Seller Funded Expenses payment by the Buyer of all of the Assumed Liabilities, or such lesser amount pursuant to settlement agreements with such third party creditors, such settlement agreements to be in form and substance reasonably satisfactory to the Seller; or (iii) 30 days following the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day first anniversary of the Closing Date, the Notary shall pay . Buyer agrees to Sellers the Upfront Payment, pursuant use its reasonable best efforts to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or collect all of the Upfront PaymentClosing Receivables, then: (i) maintain good working relationships with such accounts comprising the Closing Receivables and discourage returns of previously sold products. Amounts collected by Buyer from accounts comprising Closing Receivables shall be applied first to the oldest Closing Receivable prior to applying such issuance and upon request by Purchaseramounts to New Receivables. Buyer further agrees that after the Closing Date it, (A) Sellers together with Seller, shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock prepare a notice to be issued shall be equal delivered to (x) the Upfront Payment less the amount of any cash transferred all customers corresponding to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on Closing Receivables informing such customers that payments relating to the Closing Date; (ii) Receivables are to be made to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingJoint Account. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof."

Purchase Price. (a) The initial purchase price for Upon the Shares will be calculated as set forth in Section 1.6(b) below (terms and subject to the “Initial Purchase Price”). At the conditions of this Agreement, at each Closing, Purchaser shall pay to Seller on the applicable Closing Date, by wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the wire instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver delivered to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance Closing, in U.S. dollars and upon request by Purchaserimmediately available funds, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing purchase price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” Purchase Price”) equal to the product of (x) the aggregate number of Purchased Shares to be sold to Purchaser at such Closing and collectively(y) $3.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) (the “Base MilestonesPer Share Price”) has been achieved by ). In the Acquired event the Company fails to pay a Purchase Price on or prior to an applicable Closing Date in accordance with the foregoing, 120% of the sum of the aggregate Purchase Price for such Closing and all future Closings hereunder shall immediately become due and payable hereunder (the “Default Purchase Price”, and the date of the Milestone Completion Notice: (Bany such default, each a “Default Date”) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial and such Default Purchase Price shall bear interest at the rate of one and a half percent (1.5%) per month (prorated for partial months) until paid in full and the remaining Purchased Shares then eligible to be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts ifsold hereunder as such Closings, in addition to the Base Milestonesaggregate, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesDefault Purchased Shares”. By no later than the third (3rd) business day after Seller’s receipt of the Default Purchase Price, Seller shall cause Seller Broker to effect the delivery of the Default Purchased Shares to Purchaser. Notwithstanding the foregoing, until the Purchaser shall have paid the Default Purchase Price to Seller, Seller may effect one or more Purchase Share Reductions (as defined below), at the sole option of Seller, and upon any such Purchase Share Reduction the applicable Reduced Purchased Shares (as defined below) shall reduce the Default Purchased Shares on a share by share basis and the Default Purchase Price shall be reduced by the product of (x) the aggregate number of such Reduced Purchased Shares in such Purchase Share Reduction and (y) the Per Share Price.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price to be paid to Seller as consideration for the Shares Equity Purchase and the other Transactions will be calculated as (i) an amount equal to the Closing Purchase Price, subject to the adjustments set forth in Section 1.6(b) below 2.03 (the Closing Purchase Price, as so adjusted, the “Initial Closing Adjusted Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, and (ii) the Seller Funded Expenses and distribution of the Indemnity Holdback Amount, if any, pursuant to Section 9.02. (iiib) the Loan Amount (the “Upfront Payment”) In addition to the third party account of Closing Adjusted Purchase Price, and in consideration for the Notary in accordance with Equity Purchase and the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Sharesother Transactions, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after following the Closing, but in Seller shall have the right to receive the Achieved EBITDA Earn-Out Payment, if any, and the Retention Earn-Out Payment, if any, that may become payable by the Buyer (if at all) upon the terms and subject to the satisfaction of the conditions set forth on Exhibits B and D, respectively. The Parties agree that any event within one payment made by a Seller under this Section 2.02(b) shall be treated by the Parties as an adjustment to the Closing Purchase Price for U.S. federal income and other applicable Tax purposes, to the extent permitted by applicable Law. (1c) Business Day of No later than five (5) calendar days prior to the Closing Date, the Notary shall pay Buyer will deliver to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto Seller written notice (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationClosing Consideration Election Notice”). Unless , setting forth (i) the Closing Cash Percentage and until Purchaser receives a Revised Proceeds Allocation, Sellers (ii) the Closing Stock Percentage which together with the Closing Cash Percentage shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoequal one hundred percent (100%). (bd) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of To the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on extent the Closing Date; (ii) to Stock Percentage in the extent that Closing Consideration Election Notice is not zero, no earlier than the Upfront Payment consists of cash first trading day preceding the Closing Date and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or no later than immediately prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option PeriodClosing, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated Buyer will deliver to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** Seller written notice (the “PatentVWAP Reference Price Notice”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereofsetting forth the Closing VWAP Reference Price.

Purchase Price. (a) The initial purchase price Purchaser shall pay to Seller, in consideration for the Shares will be calculated as set forth in Section 1.6(b) below Acquired Assets, the following amount (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus ): (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto sum of One Hundred Thousand Dollars ($100,000.00) (the “Proceeds AllocationInitial Payment”); and (ii) a series of ten (10) annual installment payments (each a “Royalty Payment”), due and payable not later than thirty (30) days following the end of each Payment Year and equal to the lesser of (A) $200,000, or (B) an amount (the “Royalty”) and equal to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five ten percent (510%) Business Days of any Net Sales for such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoPayment Year. (b) If Purchaser elects to issue shares Notwithstanding any other provision of Purchaser Common Stock in respect of some or all of the Upfront Paymentthis Section 2.3, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued no Royalty Payment shall be equal payable unless and until Product shall be produced, brought to market, and sold to a customer within the United Sates (x) other than an Affiliate of Purchaser). And the Upfront first Payment less Year shall not commence until the amount of any cash transferred to date when the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingfirst such sale occurs. (c) On or promptly after the Closing Date, but in no event later than thirty (30) days after the Closing Date, Seller shall deliver all tangible portions of the Acquired Assets (excluding the Technical Package) to Purchaser by hand delivery at the Closing or by shipping such items at Purchaser’s expense to a destination in the United States specified by Purchaser. The Initial Purchase Price Technical Package shall be determined delivered to Purchaser as follows:provided in subsection 2.3(f) below. (id) Seller hereby agrees that at all times after the Closing Date, unless an Event of Default shall have occurred and be continuing, neither Seller nor any Affiliate of Seller shall directly or indirectly market, sell, produce, license or in any way exploit mecmylamine hydrochloride in the Territory. (e) The Initial Purchase Price Payment will be tendered by Purchaser to Seller not later than the close of banking business on the Closing Date by Federal wire of funds to Chase Manhattan Bank, ABA #▇▇▇▇▇▇▇▇▇, Merck & Co., Inc. A/C #▇▇▇-▇-▇▇▇▇▇▇; Reference: Sale of Inversine® to ▇▇▇▇▇▇ Bioscience, Inc. March 1998 [Closing Date]. All Royalty Payments shall be $45,000,000 plus, if applicable, any amounts payable pursuant paid by Purchaser to Section 1.6(c)(iii) if (x) Seller on the Sellers’ Representative delivers a Milestone Completion Notice date they are due by federal wire funds according to the wire transfer fund instructions above or amended wire instructions given by Seller to Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***in writing. (iif) In Following the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option PeriodClosing Date, the Initial Purchase Price Seller shall be $35,000,000, and in no event shall use reasonable efforts to assemble the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion NoticeTechnical Package. The Base Milestones and Seller shall describe the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued Technical Package in a patent *** schedule (the “PatentTechnical Package Schedule”); ) to be delivered to Purchaser at the same time as the Technical Package. Notwithstanding any provision hereof to the contrary, the description of the Technical Package in the Technical Package Schedule as delivered by Seller shall conclusively establish the identity of the Documentation to be included in the Technical Package. Delivery of the Technical Package as described in the Technical Package Schedule to Purchaser shall be the Seller’s sole post-Closing responsibility with regard to the delivery of Documentation to Purchaser. The Seller shall deliver the Technical Package and the Technical Package Schedule to Purchaser not later than one hundred twenty (C120) $10,000,000, provided ***, except as provided days after the Closing Date by shipping such items at Seller’s expense to a destination in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereofthe United States specified by Purchaser.

Purchase Price. (a) The initial purchase price for aggregate consideration to be paid to the Shares will be calculated as set forth in Section 1.6(b) below Seller on the Closing Date (the “Initial Purchase Price”). At "CLOSING CONSIDERATION") shall consist of $250,000 in cash and such number of shares (the Closing, Purchaser shall transfer an amount "SHARES") of cash (in United States dollars of immediately available funds), or the Parent's common stock, $.0001 par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount share (the “Upfront Payment”"COMMON STOCK") to the third party account having an Aggregate Stated Value of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares$3,500,000 (hereinafter, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”"AGGREGATE STATED VALUE"). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects As additional consideration (the "CONTINGENT CONSIDERATION"), there shall be paid to issue shares Seller an additional cash amount of Purchaser Common Stock in respect of some or all $250,000 on the 60th day following achievement of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingMilestone. (c) The Initial Purchase Price number of shares of Common Stock payable to Seller as part of the Closing Consideration shall be determined as follows:by dividing the Aggregate Stated Value by the Stated Share Value. The "STATED SHARE VALUE" shall be the price per share of the Common Stock of Parent at which such shares are offered to the public in an initial public offering of Common Stock of Parent. (id) The Initial Purchase Price "MILESTONE" shall be achieved on the date on which Purchaser shall have exceeded $45,000,000 plus250,000 in annual operating income, if applicablePROVIDED THAT such Milestone shall have been reached no later than December 31, any amounts payable pursuant 2004. "OPERATING INCOME" shall mean the earnings after actual operating expenses but before interest, taxes, intercompany loans and transfers, and dividends of Purchaser determined on a calendar-year basis based on generally accepted accounting principles and certified by the Chief Financial Officer of Parent and Purchaser. During the period from the Closing Date to Section 1.6(c)(iii) if December 31, 2004, the Purchaser shall provide to the Seller, at the Purchaser's expense, a quarterly written report summarizing the earnings before interest, taxes, interest, intercompany loans and transfers, and dividends of the Purchaser (x) which report shall include, but not be limited to, a summary of the Sellers’ Representative delivers a Milestone Completion Notice to revenues and expenses of the Purchaser during such period) (the Put Option Period "QUARTERLY SUMMARY"). Not later than March 31, 2001, 2002, 2003, 2004 and (y) each 2005, the Purchaser shall provide to the Seller, at the Purchaser's expense, a written report summarizing the earnings before interest and taxes of the following milestones Purchaser for the preceding calendar year (eachwhich report shall include, but not be limited to, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date summary of the Milestone Completion Notice: revenues and expenses of the Purchaser during such period) (B) and (C) the "ANNUAL SUMMARY"). The Acquired Company has successfully completed ***. (ii) Purchaser acknowledges and agrees that the Seller and its represen tatives, agents and designees shall have the right, upon reasonable notice and during ordinary business hours, to review the Purchaser's records, at Seller's own expense, in connection with the Quarterly Summary and the Annual Summary. In the event that the Purchaser delivers and the Seller disagree on the amounts set forth in any Quarterly Summary or Annual Summary they shall appoint a Purchase Election Notice to mutually acceptable certified public accountant who shall make a determination which shall be binding on the Sellers’ Representative during parties. The costs of the Call Option Periodcertified public accountant shall be borne equally by the parties. The Purchaser and Parent further acknowledge, covenant and agree that until the Contingent Consideration is paid, the Initial Purchase Price Business shall be $35,000,000, and in no event shall conducted only through the Purchaser be obligated to pay Sellers any amounts in respect of the MilestonesPurchaser. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price payable for the Shares Assets will be calculated an amount equal to the Base Purchase Price, as set forth in adjusted pursuant to Section 1.6(b) below ‎3.3 (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects The Base Purchase Price has previously been deposited by wire transfer of immediately available funds into the PC Escrow Account prior to issue shares the date hereof. Interest shall accrue on the Base Purchase Price at a rate of Purchaser Common Stock in respect 3.75% per annum until the earlier of some or all of the Upfront Payment, then: (i) prior if the Base Purchase Price has not been deposited in the ABN AMRO Account pursuant to such issuance and upon request by Purchasersubsection (c) below, (A) Sellers shall deliver the date of termination of this Agreement pursuant to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; Section ‎11.1 or (ii) if the Base Purchase Price has been deposited in the ABN AMRO Account pursuant to subsection (c) below, the extent that date of the Upfront Payment consists disbursement of cash and Purchaser Common Stockthe Base Purchase Price in accordance with the ABN AMRO Escrow Agreement (such accrued interest, each the “Interest Amount”). The Interest Amount shall be made by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller shall receive not later than three Business Days following the same proportion applicable disbursement of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingBase Purchase Price. (c) The Initial Base Purchase Price shall be determined deposited by wire transfer of immediately available funds from the PC Escrow Account into the ABN AMRO Escrow Account as follows: (i) The Initial Purchase Price early as practicable on the Closing Date but in any event no later than 8:30 a.m. Eastern Time on the Closing Date and such amount shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) held and distributed in accordance with the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each terms of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***ABN AMRO Escrow Agreement. (iid) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price Payment in accordance with this Section ‎3.1 shall be $35,000,000, a good and in no event shall valid discharge of the Purchaser be obligated Buyer’s obligation to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesPurchase Price.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. Effective immediately prior to the conversion (athe "Conversion") that will take place upon the initial closing of the IPO (the "IPO Closing"), of shares of Kirkland's Class A Preferred Stock, Class B Preferred Stock and Class D Preferred Stock, in each case into Kirkland's Common Stock, each party to this Agreement other than Kirkland's (the "Redeemed Shareholders") hereby sells, assigns, delivers and transfers to Kirkland's, and effective immediately prior to the Conversion, Kirkland's hereby repurchases and acquires from each of the Redeemed Shareholders, all right, title and interest in and to the shares of capital stock indicated on Schedule 1 attached hereto (collectively, the "Redeemed Shares") (or such lesser amount of such shares as may be provided for pursuant to Section 1(b) hereof), for a purchase price determined in accordance with Section 1(c) hereof. The initial purchase price for the Redeemed Shares will shall be calculated as set forth in Section 1.6(b) below (paid by Kirkland's at the “Initial Purchase Price”). At the Closing, Purchaser shall IPO Closing by wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal funds to the Initial Purchase Price minus Wire Account (ias defined below) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”)Redeemed Shareholders. Unless Except with respect to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and until Purchaser receives a Revised Proceeds Allocationhis annuity trust, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) sold by the Upfront Payment less Redeemed Shareholders hereunder will depend on the amount of any cash transferred gross proceeds to be received by Kirkland's at the Notary IPO Closing, as more particularly described in respect of the Initial Purchase Price, divided by (ySection 1(b) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller below. The term "Wire Account" shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D mean with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectivelyRedeemed Shareholder, the “Base Milestones”account capable of accepting wire transfers of immediately available funds designated by such Redeemed Shareholder to Kirkland's in writing not later than three (3) has been achieved by the Acquired Company on or days prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***IPO Closing. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Upon the terms and subject to the conditions contained herein, as consideration for the purchase of all of the Target Shares held by the Sellers, the Buyer will be calculated as purchase such Target Shares for the consideration set forth in Section 1.6(b) below (the “Initial Purchase Price”"PURCHASE PRICE"). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial The Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses will be due and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined payable as follows: (i) The Initial Purchase Price Upon execution of this Agreement, ASSI will deliver One Million Two Hundred Fifty Thousand (1,250,000) Target Shares and ▇▇▇▇▇▇ will deliver Thirty-One Thousand (31,000) Target Shares to an independent third party escrow agent ("ESCROW AGENT") to be held in an escrow account (the "ESCROW ACCOUNT") to be administered by Escrow Agent, which shall be $45,000,000 plusreleased to the Buyer at the Initial Closing, or if applicablethe Initial Closing does not occur on or before January 18, any amounts payable pursuant 2001 (as such date may be mutually extended in writing by the parties) shall be returned by the Escrow Agent to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) Upon confirmation from the Escrow Agent of the delivery by the Sellers of the Target Shares to Escrow Agent pursuant to clause (i) of this Section, the Buyer will pay to the Sellers in cash Two Million Dollars ($2,000,000) as a nonrefundable deposit of an advance portion of the purchase price. In the event Purchaser delivers a Purchase Election Notice to of the Sellers’ Representative during the Call Option PeriodInitial Closing described in Section 2(c), the Initial Purchase Price deposit shall be $35,000,000credited against the aggregate Purchase Price. If the Initial Closing does not occur on or before January 18, and 2001 (as such date may be mutually extended in no event writing by the parties), the deposit shall be retained by Sellers as a break-up fee unless the Purchaser be obligated to pay Sellers any amounts in respect Initial Closing does not occur as a result of the Milestonesa material breach hereof by Sellers. (iii) In addition Before the Closing Date, ASSI will deliver Nine Hundred Twenty-Five Thousand Five Hundred (925,500) Target Shares to the amounts specified Escrow Agent to be held in the Escrow Account to be administered by Escrow Agent, which shall be released to the Buyer at the Initial Closing, or if the Initial Closing does not occur on or before January 18, 2001 (as such date may be mutually extended in writing by the parties) shall be returned by the Escrow Agent to the Sellers. (iv) If the ASSI delivers the Target Shares described in clause (iii) of this Section 1.6(c)(i)by the Initial Closing Date, the Buyer will pay the Sellers on the Initial Closing Date in cash an aggregate of Eight Million Eight Hundred Twenty-Six Thousand Dollars ($8,826,000) which shall be paid by (A) Sellers retaining the deposit paid by Buyer pursuant to Section 2(b)(i) of this Agreement, and (B) by Buyer paying Sellers the balance of the Purchase Price on the Initial Closing Date in an amount of Six Million Eight Hundred Twenty-Six Thousand Dollars ($6,826,000) by same day wire transfer, cashier's check or other "same day funds" acceptable to the Sellers. The Purchase Price shall be increased allocated among the Sellers in proportion to their respective holdings of Target Shares. (v) If ASSI has not delivered the Target Shares described in clause (iii) of this Section before the Initial Closing Date, the Buyer will pay the Sellers on the Initial Closing Date in cash an aggregate of Five Million One Hundred Twenty-Four Thousand Dollars ($5,124,000) which shall be paid by (A) Sellers retaining the following amounts ifdeposit paid by Buyer pursuant to Section 2(b)(i) of this Agreement, and (B) by Buyer paying Sellers the balance of the Purchase Price on the Initial Closing Date in an amount of Three Million One Hundred Twenty-Four Thousand Dollars ($3,124,000) by same day wire transfer, cashier's check or other "same day funds" acceptable to the Sellers. The Purchase Price shall be allocated among the Sellers in proportion to their respective holdings of Target Shares. (vi) If ASSI has not delivered the Target Shares described in clause (iii) of this Section before the Initial Closing Date, ASSI will have thirty (30) days from the Initial Closing Date to deliver the Target Shares described in clause (iii) of this Section to the Escrow Agent. Upon confirmation from the Escrow Agent of the delivery by ASSI of the Target Shares and executed stock powers in blank to Escrow Agent pursuant to this clause, the Buyer will pay ASSI in cash in an amount of Three Million Seven Hundred Two Thousand Dollars ($3,702,000) by same day wire transfer, cashier's check or other "same day funds" acceptable to the Sellers. It shall be a material breach of this Agreement if ASSI does not deliver the Target Shares described in clause (iii) to the Escrow Agent prior to the expiration of such thirty-day period. In the event of such breach, the Buyer shall be entitled to the remedies specified in Section 9(a) of this Agreement in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior other remedy to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together which it may be referred to herein as the “Milestonesentitled at law or in equity.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The “Additional Securities Purchase Price” shall be (ai) The initial purchase for the Additional Purchaser Securities or the Additional Alipay Securities to be issued pursuant to the exercise of the Preemptive Rights for Purchaser Securities and Preemptive Rights for Alipay Securities, respectively, payable only in cash (unless otherwise unanimously agreed by the Seller and the Purchaser or by the Seller and Alipay, as applicable), and shall equal per Additional Security the per security issuance price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds)Additional Securities giving rise to such Preemptive Right, or common stocksuch other price as the Purchaser and the Seller may agree from time to time, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), including an Additional Securities Purchase Price equal to the Initial Purchase Price minus (i) par value for the Escrow Amounts, Additional Securities and (ii) for the Purchaser Offshore Subsidiary Securities to be issued pursuant to the exercise of the Preemptive Rights for Purchaser Offshore Subsidiary Securities, payable only in cash (unless otherwise unanimously agreed by the Seller Funded Expenses and (iii) the Loan Amount (Purchaser), and shall equal the “Upfront Payment”) to par value of such Purchaser Offshore Subsidiary Security so issued, which par value shall not exceed a nominal amount per each such security. Upon the third party account issuance of the Notary applicable Additional Securities, the Seller and the Seller Designated Investment Entity, without duplication, shall incur obligations to pay or cause to be paid the applicable Additional Securities Purchase Price, which shall be payable at such times and in such amounts as the Funded Amounts and Funded Amount Shortfall are paid pursuant to Section 2.6(b)(ii), provided, that if obligations to pay the Funded Amount Shortfall are extinguished in accordance with Section 2.6(b)(ii) in consideration for the instructions in execution and delivery of the Notary Instruction Letter. Prior unsecured promissory notes, the Seller shall, or shall cause the Seller Designated Investment Entity to, pay to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five two (52) Business Days of thereafter any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each remaining balance of the Sellers (a “Revised Proceeds Allocation”)Additional Securities Purchase Price not previously paid to the Purchaser. Unless and until For the avoidance of doubt, the Additional Securities Purchase Price for any Purchaser receives a Revised Proceeds Allocation, Sellers Offshore Subsidiary Securities shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and payable upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingOffshore Subsidiary Securities. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below Interests (the “Initial Purchase Price”). At ) shall equal the Closing, Purchaser shall transfer an amount sum of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow AmountsEstimated Closing Purchase Price, plus (ii) the Seller Funded Expenses and (iii) the Loan Adjustment Amount (the “Upfront Payment”) to the third party account of the Notary if applicable). The Purchase Price shall be paid in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, Section 2.05 and shall deliver be subject to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless adjustment as provided in Section 2.06 and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoSection 7.08. (b) If Purchaser elects Within 90 days after the Determination Date, Buyer will submit to issue shares of Purchaser Common Stock in respect of some or all Seller a schedule setting forth a proposed allocation of the Upfront Payment, then: Purchase Price (and any other relevant amounts for U.S. federal income tax purposes) (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting among the issuance of such shares from the registration requirements assets of the Securities Act Company and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect Subsidiary of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; Company that is disregarded as separate from Seller for U.S. federal income tax purposes and (ii) if Buyer timely provides the Section 338(h)(10) Election Notice pursuant to Section 7.07, among the extent that assets of each Company Group member for which a Section 338(h)(10) Election will be made, which allocation shall be prepared in accordance with Sections 338 and 1060 of the Upfront Payment consists Code and the Treasury Regulations issued thereunder (the “Proposed Allocation Schedule”). If, within 30 days following delivery of cash the Proposed Allocation Schedule, Seller does not notify Buyer in writing of its disagreement with the Proposed Allocation Schedule, the Proposed Allocation Schedule shall be final and Purchaser Common Stock, each binding. If Seller shall receive submits to Buyer a written notice of objection to any portion of the same proportion Proposed Allocation Schedule within 30 days of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole electionreceipt of the Proposed Allocation Schedule, Purchaser then the Parties shall execute the True-Up Agreement work in substantially the form attached hereto good faith for a period of 30 days (or such longer period as Exhibit D they may mutually agree) of Buyer’s receipt of such objection to resolve any and all disagreements with respect to the shares of Purchaser Common Stock issued Proposed Allocation Schedule and if they are able to each Seller do so electing. (c) The Initial Purchase Price shall make such revisions to the Proposed Allocation Schedule to reflect such resolution, which shall be determined as follows: (i) The Initial Purchase Price final and binding. If, within 30 days following Buyer’s receipt of such objection, Seller and Buyer are unable to resolve such disagreement, the Parties shall request an independent accounting firm to be mutually selected to make a final determination of any disputed items within 30 days and any such determination by the independent accounting firm shall be $45,000,000 plusfinal and binding. The costs of the independent accounting firm shall be borne equally by Seller and Buyer. In the event the Parties agree on the Proposed Allocation Schedule or revisions of such are deemed accepted and rendered final or resolved by the independent accounting firm (in each case, the “Final Allocation Schedule”), each Party will not (and will cause its Affiliates to not) take any position inconsistent with the Final Allocation Schedule on any Tax Return (including IRS Form 8594 and, if applicable, IRS Form 8883) or in any amounts payable pursuant audit, examination or other proceeding relating to Section 1.6(c)(iii) if (x) Taxes that is inconsistent with the Sellers’ Representative delivers a Milestone Completion Notice Final Allocation Schedule, except to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved extent otherwise required by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Applicable Law. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The purchase price to be paid by the Purchaser to the Seller for the Property (the "Purchase Price") is Seventy-Six Million Three Hundred Thousand Dollars ($76,300,000.00) payable as follows: (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(bSeven Hundred Fifty Thousand Dollars ($750,000.00) below (the “Initial Purchase Price”)"Downpayment") shall be paid within five (5) business days of the execution and delivery of this Agreement, by delivery to First American Title Insurance Company (the "Escrow Agent") of a certified or bank check drawn on or by a bank which is a member of the New York Clearing House Association (a "Clearing House Bank") or by bank wire transfer of immediately available funds to the Escrow Agent's account at the Approved Institution. The Downpayment shall be held and disbursed by the Escrow Agent in accordance with the terms of Section 15. At the Closing, Purchaser the Deposit shall transfer an amount be credited against the portion of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, payable pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”Section 2(c). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto.; (b) If As consideration for the Purchaser's acceptance of title to the Property subject to the existing deed of trust described on Schedule 2 hereto (the "Continuing Mortgage"), Purchaser elects shall be entitled to issue shares of Purchaser Common Stock a credit at the Closing against the Purchase Price in respect of some or all an amount equal to the aggregate unpaid principal balance of the Upfront Payment, then: (i) prior to such issuance and upon request promissory note secured by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange Continuing Mortgage on the Closing Date; (ii) . It shall be a condition to Purchaser's obligation to purchase the Property that the Seller shall not have modified any provisions of the Continuing Mortgage subsequent to the extent that date hereof without the Upfront Payment consists of cash and Purchaser Common StockPurchaser's prior consent, each Seller which consent shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingnot be unreasonably withheld or delayed. (c) The Initial balance of the Purchase Price (i.e., the Purchase Price minus the credits set forth in Sections 2(a) and (b) above) shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) paid at the Sellers’ Representative delivers a Milestone Completion Notice Closing by bank wire transfer of immediately available funds to the Purchaser during Seller's account or to the Put Option Period and (y) each account or accounts of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved such other party or parties as may be designated by the Acquired Company Seller on or prior to before the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Closing Date. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price aggregate consideration for the Shares will LLC Interests shall be calculated an amount equal to the Final NAV (the “Purchase Price”) as set forth in the Final NAV Statement, which shall be payable by the Purchasers to the Seller in accordance with this Section 1.6(b) below 2.2, Section 2.6, and Section 3.1. The amount payable by the Purchasers to the Seller on the Closing Date shall be the Estimated NAV less the amount of the Escrowed Deposit (the “Initial Purchase Price”). At the which, as part of Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal be paid to the Initial Purchase Price minus Seller as provided in Section 2.5). (ib) The Parties agree that for U.S. federal income Tax purposes, the Escrow Amountspurchase of the LLC Interests shall be treated as the purchase of the Projects. The Parties further agree to allocate the Estimated NAV, (ii) the Seller Funded Expenses Bank Payoff Amount, any assumed liabilities and (iii) any other amounts treated as consideration for U.S. federal income Tax purposes among the Loan Amount (the “Upfront Payment”) Projects that are treated as transferred to the third party account of the Notary Purchasers in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer rules under Section 1060 of the Seller SharesInternal Revenue Code of 1986, as amended, and the Notary shall hold Treasury Regulations promulgated thereunder (the Upfront Payment on behalf of Purchaser“US Tax Allocation”). After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one Within ninety (190) Business Day of days following the Closing Date, the Notary Purchasers shall pay to Sellers the Upfront Payment, pursuant prepare and deliver to the allocation set forth Seller an initial draft of the US Tax Allocation. The Seller shall have sixty (60) days thereafter to provide the Purchasers with a statement of any disputed items with respect to such US Tax Allocation. If the Purchasers and the Seller agree on Schedule A attached hereto the US Tax Allocation, then the Sellers and the Purchasers shall (and shall cause their Affiliates to) report consistently with the “Proceeds US Tax Allocation on all Tax Returns, and neither the Seller nor the Purchasers shall (or shall permit their Affiliates to) take any position on any Tax Return that is inconsistent with the US Tax Allocation”) and to , unless required by a Taxing authority. If the bank accounts or brokerage accounts so indicated disputed items are not resolved by the Sellers. If there are any changes to Seller and the Proceeds Allocation after Purchasers within thirty (30) days following the Effective DateSeller’s submission of its statement of disputed items, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by then each of the Sellers (a “Revised Proceeds Purchasers and the Seller shall use their own US Tax Allocation”). Unless The Seller and until Purchaser receives a Revised Proceeds Allocationthe Purchasers shall make appropriate adjustments to the US Tax Allocation to reflect the Final NAV. Subject to the foregoing, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued Final NAV shall be equal to (x) the Upfront Payment less the amount used for all Tax purposes under this Agreement, including for federal, state, local and foreign Tax purposes in accordance with applicable U.S. federal Tax law and analogous provisions of any cash transferred to the Notary in respect of the Initial Purchase Priceapplicable foreign laws, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; and (ii) Seller and the Purchasers shall file all Tax Returns and related Tax documents consistent with the Final NAV, provided that, for the avoidance of doubt, any Tax Returns filed by an Owner shall reflect the books and accounts of such Owner and need not be consistent with the Final NAV or the value of the LLC Interests as reflected therein, to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingapplicable. (c) The Initial Purchase Price Purchasers shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 pluspay, if applicableat or immediately prior to Closing, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each on behalf of the following milestones (eachrespective Owner, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to existing financings encumbering the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** Projects described on Exhibit E attached hereto (the “PatentExisting Mortgages”); (C) $10,000,000, provided ***, except the Bank Payoff Amount as provided set forth in Section 5.11 hereof; and (D) $5,000,000, provided ****, except and as provided in Section 5.11 hereofdirected by the Bank Payoff Statements.

Purchase Price. (a) The initial purchase price for all API supplied by the Shares will Company to ERS pursuant to this Section 8 for commercial use in North America shall be calculated as set forth in Section 1.6(bthe Company's Fully Burdened Manufacturing Cost for such API plus a ▇▇▇▇-up of 10%; provided, however process development, process improvement, scale-up, recovery, and qualification lots costs (although components of Fully Burdened Manufacturing Cost) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal not be subject to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account ▇▇▇▇-up of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto10%. (b) If Purchaser elects For all API supplied by the Company to issue shares of Purchaser Common Stock ERS pursuant to this Section 8 for commercial use in respect of some or all of Japan, the Upfront Payment, then: (i) prior to Company's Fully Burdened Manufacturing Cost for such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued API shall be equal to (x) included in the Upfront Payment less the amount calculation of any cash transferred Operating Profit or Loss, pursuant to the Notary Financial Appendix. Similarly, ERS's Fully Burdened Manufacturing Cost for the processing API into Finished Product for commercial use in respect Japan shall be included in the calculation of the Initial Purchase PriceOperating Profit or Loss, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) pursuant to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingFinancial Appendix. (c) The Initial Purchase Price For API supplied to ERS for the clinical studies and for commercial use in North America, the Company shall submit invoices to ERS for API promptly after shipment. Payments shall be determined as follows: made by ERS within 60 days after ERS's receipt of the invoice. ERS has no obligation to pay for any shipment of API that (i) The Initial Purchase Price ERS and the Company agree does not to meet the Specifications and/or Manufacturing Standards, or (ii) in accordance with Section 8.8(b), ERS has found not to meet the Specifications and/or Manufacturing Standards while such findings have not been contradicted by independent laboratory testing. Upon the Company's receipt of a notice from ERS claiming that a shipment of API does not meet the Specifications and/or applicable Manufacturing Standards, the time period for payment of such shipment or such batch shall be $45,000,000 plus, if applicable, any amounts payable pursuant toll until such time as such non-conformity questions regarding such shipment or such batch are resolved in accordance with Section 8.8. All relevant terms of Section 7 with respect to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice payments of Distribution Fees shall apply to the Purchaser during payment of invoices for the Put Option Period and (y) each supply of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***API. (iid) Once the Company begins manufacturing API itself, it shall use its commercially reasonable efforts to reduce the Fully Burdened Manufacturing Cost of manufacturing API itself to an amount equal to or less than [**] before the end of calendar year [**]. The foregoing sentence shall apply only to API for the initial Product, and not to any other Products or line extensions. If, in order to achieve the reduction referred to in the first sentence of this Section 8.6(d), the Company reasonably determines that it must change the cell line and/or manufacturing process for the Product, Confidential treatment requested by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Biologics Company and ImClone Systems Incorporated. the JMC shall approve such change and ERS shall assume all costs of any testing, qualification, scale-up, regulatory filings, and additional clinical trials which are reasonably necessary to support such changes in addition to, and not as part of, the Development Costs assumed elsewhere in this Agreement. In the event Purchaser delivers a Purchase Election Notice to that the Sellers’ Representative during Company does not achieve the Call Option Periodtarget Fully Burdened Manufacturing Cost set forth in the first sentence of this Section 8.6(d), the Initial Purchase Price any excess of Fully Burdened Manufacturing Cost above such target cost shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased [**] by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones ERS and the Additional Milestones shall together be referred to herein as Company, after the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the end of calendar year [***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof].

Purchase Price. 3.1 The Purchase Price for the Sale Shares is: (a) The initial purchase price for the Shares will be calculated Cash Consideration as set forth adjusted in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount accordance with clause 4 and Schedule 6 of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus which: (i) the Escrow Amounts, £100,000 shall be paid on Completion as provided in clause 5.3; and (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) balance of £100,000 shall be paid on or before 31 March 2008 in cash to the third party account of the Notary in accordance with the instructions Sellers in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but proportions set out opposite their names in any event within one (Schedule 1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects £200,000 to be satisfied by the allotment and issue by CMT Inc on Completion to the Sellers of 450,000 Consideration Shares, credited as fully paid. 3.2 For the purposes of clause 3.1 the Consideration Shares shall rank pari passu with the existing shares of Purchaser Common Stock $1 each in respect the capital of some CMT Inc. including the right to receive all dividends declared made or all paid after Completion (save that they shall not rank for any dividend or other distribution of the Upfront Payment, then:CMT Inc. declared made or paid by reference to a record date before Completion). (i) prior to such issuance and upon request by Purchaser, (A) Sellers 3.3 The Purchase Price shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock be deemed to be issued shall be equal to (x) the Upfront Payment less reduced by the amount of any cash transferred payment made to the Notary in respect Buyer: (a) for a breach of any Warranty; or (b) under the Tax Covenant. 3.4 The Sellers undertake that they shall not, during a period of 18 months after Completion, without prior written consent of the Initial Purchase PriceBuyer and CMT Inc., divided by (y) the closing price dispose of or create any Encumbrance over any of the Purchaser Common Stock on Consideration Shares (or agree to do so). 3.5 For the Qualified Stock Exchange on purposes of clause 3.4, Consideration Shares shall include any shares held by the Closing Date;Sellers arising out of the consolidation, conversion or subdivision of Consideration Shares and any shares acquired by reference to the Consideration Shares, whether by way of bonus or rights issue, pre-emption right or otherwise or in exchange or substitution for any such Consideration Shares. (ii) 3.6 The Buyer shall not unreasonably withhold its consent to any disposal of Consideration Shares to the extent that the Upfront Payment consists sale proceeds (net of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iiiincidental costs) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect are required to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, meet any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each liability of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date Sellers arising out of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively matters referred to in clauses 3.3(a) to clause 3.3(c). 3.7 The Buyer undertakes to the “Additional Milestones”) has been achieved Sellers that if, due to impending changes in tax legislation, the second payment of £100,000 on account of the Cash Consideration payable on or before 31 March 2008 is subject to taxation without the benefit of taper relief, then the Buyer will as soon as reasonably practicable pay to the Sellers in cash, by way of additional consideration, a sum equal to the amount by which the amount of taxation suffered by the Acquired Company prior to delivery Sellers on the Cash Consideration exceeds the amount of taxation which would have been suffered by the Milestone Completion Notice. The Base Milestones and Sellers on the Additional Milestones shall together be referred to herein as the “MilestonesCash Consideration were it not for such change in tax legislation.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. 3.1 The Purchase Price is US$250,000, payable in cash in 20 equal instalments of $US12,500 each over a period of 5 years commencing on the Completion Date. The first instalment shall fall due on 31 July 2012 and subject to clauses 3.2 and 3.3, subsequent instalments shall fall due every 3 calendar months thereafter. Payment of instalments shall be made within 5 Business Days of the due date for that instalment. 3.2 In the event that the Buyer fails to pay an instalment of the Purchase Price on the due date for payment or the Buyer suffers an Event of Insolvency, the Seller may serve a notice on the Buyer to pay such instalment within 5 Business Days of receipt of such notice. If such overdue amount is not paid within the said 5 Business Days, then the full balance of Purchase Price remaining to be paid shall become immediately payable. 3.3 Upon the occurrence of a potential Exit Event the Buyer shall promptly notify the Seller of such and provide the Seller with all information reasonably requested by it in relation to such event including the amount of the proposed Subsequent Sale Proceeds (“Subsequent Sale Notice”) and: (a) The initial purchase price for in the Shares will event that the proposed Subsequent Sale Proceeds exceed the balance of the Purchase Price remaining to be calculated as set forth in Section 1.6(b) below (paid by the “Initial Purchase Price”). At Buyer to the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser Seller under the agreement (“Purchaser Common StockBalance”), equal ) or the proposed purchaser is a Connected Person to the Initial Purchase Price minus (i) Buyer, the Escrow Amounts, (ii) Buyer shall be entitled to proceed with such Exit Event provided that the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) Balance shall become immediately payable to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto.Seller; (b) If Purchaser elects in the event that the Subsequent Sale Proceeds are less than the Balance and the proposed purchaser is not a Connected Person to issue shares of Purchaser Common Stock in respect of some or all of the Upfront PaymentBuyer, then: (i) prior then the Buyer shall pay to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less Seller the amount of the Subsequent Sale Proceeds in lieu of the Balance (and any cash transferred remaining Purchase Price due to the Notary Seller shall be irrevocably waived) unless within 10 Business Days of receiving the Subsequent Sale Notice the Seller requests that the Sale Shares are transferred back to the Seller in respect which case, the Buyer shall transfer the Sale Shares back to the Seller (and any remaining Purchase Price due to the Seller shall be irrevocably waived; and in either case the Seller shall release the Charge. 3.4 The Purchase Price will be secured by a first charge in the agreed form over the Sale Shares which shall be entered into at Completion. 3.5 Any amount repaid by the Seller to the Buyer in satisfaction of any claim made by the Initial Buyer under the Warranties shall be treated as a reduction by that amount in the Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for Upon the Shares will be calculated terms and subject to the conditions of this Agreement, in consideration of the sale to Purchaser of the Southport Common Stock, Purchaser shall pay to Shareholders (i) the sum of $6,000,000, subject to adjustment as set forth provided in Section 1.6(b) below subsection 1.3(b), (the “"Initial Purchase Price”). At ") of which $4,500,000 shall be payable in cash at the Closing, and (ii) such additional cash amounts to which Shareholders shall be entitled by virtue of subsection 1.3(c) hereof (the "Deferred Purchase Price" and, collectively with the Initial Purchase Price, the "Purchase Price"). (b) On or before the 60th day after the Closing Date, Purchaser shall transfer an amount furnish to the Shareholders a balance sheet of cash Southport as of the Closing Date (in United States dollars of immediately available fundsthe "Closing Date Balance Sheet"), which shall be prepared by Purchaser in accordance with generally accepted accounting principles applied on a basis consistent with that of the Interim Balance Sheet. If total consolidated shareholders' equity shown on the Closing Date Balance Sheet plus the Transaction Expenses (as defined in Section 2.6) ("Adjusted Closing Date Shareholders' Equity") equals or common stockexceeds $1,528,877, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal there shall be no adjustment to the Initial Purchase Price minus (i) and Purchaser shall pay $1,500,000 in cash to the Escrow AmountsShareholders within ten days after the Closing Date Balance Sheet has been delivered to the Shareholders. If the Adjusted Closing Date Shareholders' Equity is less than $1,528,877, (ii) within ten days of the Seller Funded Expenses delivery of the Closing Date Balance Sheet to the Shareholders, Shareholders may notify Purchaser of their disagreement with the determination of the Adjusted Closing Date Shareholders' Equity as shown on the Closing Date Balance Sheet and (iii) of the Loan Amount reasons for such disagreement. If the Shareholders do not so notify Purchaser, the Adjusted Closing Date Shareholders' Equity shall be as determined by Purchaser. If the Shareholders do so notify Purchaser and if the Parties have not resolved any such disagreement within twenty days after the giving of such notice, Shareholders and Purchaser shall select and submit the determination of the Adjusted Closing Date Shareholders' Equity to a nationally recognized accounting firm (the “Upfront Payment”) "Arbitrator"). If Purchaser and the Shareholders are unable to agree upon and select the third party account Arbitrator within ten days after the expiration of such twenty-day period, the Notary Arbitrator shall be selected in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer rules of the Seller Shares, American Arbitration Association. The Parties shall cause the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer Arbitrator to submit its determination of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the SellersAdjusted Closing Date Shareholders' Equity as promptly as reasonably practicable. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated Such determination by the SellersArbitrator shall be binding upon the Parties. If there are any changes to the Proceeds Allocation after the Effective DateAdjusted Closing Date Shareholders' Equity, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changesas determined in accordance with this subsection 1.3(b), and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment is less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be than $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period1,528,877, the Initial Purchase Price shall be reduced by the amount of the shortfall and, within fifteen days of such determination, (i) Purchaser shall pay to the Shareholders the excess, if any, of $35,000,000, and in no event 1,500,000 over such shortfall or (ii) the Shareholders shall deliver to the Purchaser any amount by which such shortfall exceeds $1,500,000. Interest at the Purchaser Borrowing Rate (as hereinafter defined) shall be obligated to pay Sellers payable on any amounts in respect of payable under this subsection 1.3 (b) from the MilestonesClosing Date until paid. (iiii) In addition Purchaser shall pay to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts ifShareholders amounts, in addition cash, equal to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) the lesser of (1) one-half of Net After-Tax Income (as hereinafter defined) for the year ending December 31, 1998 and (2) $5,000,000, provided the Acquired Company has successfully completed the ***; 1,250,000; (B) the amount by which the lesser of (1) one-half of Net After-Tax Income for the two years ending December 31, 1999 and (2) $5,000,000, provided 2,500,000 exceeds the Acquired Company is issued a patent *** (the “Patent”amount payable to Shareholders pursuant to subsection 1.3(c)(i)(A); ; (C) the amount by which the lesser of (1) one-half of Net After-Tax Income for the three years ending December 31, 2000 and (2) $10,000,000, provided ***, except as provided in Section 5.11 hereof3,750,000 exceeds the aggregate amount payable to Shareholders pursuant to subsections 1.3(c)(i)(A) and (B); and and (D) the amount by which the lesser of (1) one-half of Net After-Tax Income for the four years ending December 31, 2001 and (2) $5,000,0005,000,000 exceeds the aggregate amounts payable to Shareholders pursuant to subsections 1.3(c)(i)(A), provided ****, except as provided in Section 5.11 hereof(B) and (C). Any payment required to be made by Purchaser to the Shareholders pursuant to subsection 1.3(c) shall be paid not later than 90 days after the end of the year to which such payment relates.

Purchase Price. (a) The initial purchase price Purchase Price for the Initial Shares will shall not be calculated as set forth in Section 1.6(b) below (less than $70 per share and each Purchase Price for the “Initial Subsequent Shares and the Final Shares shall not be less than $75 per share; provided that if the Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (as determined by formula in United States dollars of immediately available fundsaccordance with Section 1.1(q), for the Initial Shares is less than $70 per share or common stock, par value for any other specific repurchase is less than $0.001 75 per share, of Purchaser then UniHealth, in its sole discretion, may elect during the ten (“Purchaser Common Stock”), equal to 10) days following the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts Subsequent Closing Date or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Final Closing Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changesas applicable, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of sell such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial PacifiCare for such lower Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) and provided further that this condition will be deemed to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock be satisfied as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D to any specific repurchase if PacifiCare agrees to a $70 per share Purchase Price with respect to the Initial Shares or a $75 per share Purchase Price with respect to any Subsequent Shares or the Final Shares, as applicable, notwithstanding the Purchase Price, as determined by formula in accordance with Section 1.1(q). If PacifiCare does not repurchase such UniHealth Shares within such ten-day period, then such shares will no longer be repurchased in accordance with this Agreement (the "Released Shares"). Notwithstanding Section 7.1, UniHealth may engage in any Sale Transaction with respect to the Released Shares only; provided that UniHealth provides to PacifiCare ten (10) days' prior written notice of Purchaser its intention to engage in the Sale Transaction (including open market sales) and PacifiCare is given the opportunity to repurchase the Released Shares at the same price as the proposed sale (which in the case of proposed sales in open market transactions shall be deemed to be the average of the closing prices (last sales price) of the PacifiCare Common Stock issued to each Seller so electing. as quoted on the Nasdaq National Market (cor if PacifiCare Common Stock is subsequently listed for trading on the New York Stock Exchange, then on the New York Stock Exchange) The Initial Purchase Price shall be determined as follows: for the ten (i10) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to trading days immediately preceding the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(inotice), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.10 11

Purchase Price. (a) The initial aggregate purchase price for the Shares will be calculated as set forth in Section 1.6(b) below Purchased Assets (the “Initial Purchase Price”). At ) shall be (a) Forty-Five Million Six Hundred Thousand Dollars ($45,600,000.00) (the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common StockBase Amount”), (b) minus Buyer’s Advance Credit, if any, (c) plus or minus any adjustment determined pursuant to Section 2.04 hereof, and (d) the assumption of the Assumed Liabilities. A portion of the Purchase Price equal to the Initial Purchase Price minus (i) Escrow Amount shall be placed into an escrow account with the Escrow AmountsAgent and shall be available, (ii) the together with any interest accrued thereon, to satisfy any amounts owed by Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) Parties to the third party account of the Notary Buyer under this Agreement in accordance with the instructions terms of the escrow agreement substantially in the Notary Instruction Letter. Prior to the transfer form of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A Exhibit G attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationEscrow Agreement”). Unless Seller Parties and until Purchaser receives a Revised Proceeds Allocation, Sellers Buyer agree that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall be bound by allocated among the Proceeds Sellers and the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “Allocation set forth on Schedule Schedule”). A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all draft of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued Allocation Schedule shall be equal prepared by Buyer and delivered to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on Parent within 75 days following the Closing Date; (ii) Date for its approval. If Parent notifies Buyer in writing that Parent objects to one or more items reflected in the extent Allocation Schedule, Parent and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that the Upfront Payment consists of cash if Parent and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D Buyer are unable to resolve any dispute with respect to the shares Allocation Schedule within 105 days following the Closing Date, such dispute shall be resolved by the Independent Accountants. The fees and expenses of Purchaser Common Stock issued such accounting firm shall be borne equally by Parent and Advance America. Advance America and Seller Parties shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule. Any adjustments to each Seller so electing. (c) The Initial the Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price 2.04 herein shall be $35,000,000, and allocated in no event shall a manner consistent with the Purchaser be obligated to pay Sellers any amounts in respect of the MilestonesAllocation Schedule. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for Annex A sets forth a statement (the Shares will be “Estimate Statement”) containing the estimated amount due under the Purchase Price Formula, calculated as set forth in Section 1.6(b) below of the Closing Date (the “Initial Purchase Price”). At The Estimate Statement has been prepared in good faith by Sellers; provided, however, that Buyer’s belief that the Closing, Purchaser shall transfer an amount Estimate Statement is reasonable when given (and Buyer’s payment of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (iPrice) the Escrow Amountsshall not foreclose, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account prevent, limit or preclude any rights or remedy of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation Buyer set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoherein. (b) If Purchaser elects On or before sixty (60) days following the Closing Date, Sellers shall prepare and deliver to issue shares of Purchaser Common Stock in respect of some or all Buyer a statement (the “Closing Statement”) setting forth the actual amount due under the Purchase Price Formula, calculated as of the Upfront Paymentactual Closing Date and based upon the Businesses’ audited revenue statements for such period (the “Final Purchase Price”), then:together with a letter from the chief financial officer of MFFB certifying that the amounts set forth in the Closing Statement are accurate. The Final Purchase Price, as calculated by the Sellers, shall be final and binding on the parties hereto unless Buyer delivers to Sellers a reasonably detailed statement describing its objections to the calculation of the Final Purchase Price (a “Statement of Objection”) within thirty (30) days of its receipt of the Closing Statement. (c) If the Buyer delivers to Sellers a timely Statement of Objection, Buyer and the Sellers and their respective independent accountants shall negotiate in good faith and use reasonable best efforts to resolve any dispute. If a final resolution is not reached within thirty (30) days after the Buyer has submitted a timely Statement of Objection, any remaining disputes shall be resolved by an independent accounting firm selected jointly by the parties (the “Reviewing Accountant”). The Reviewing Accountant shall be instructed to limit its review to matters specifically set forth in the Statement of Objections and to resolve any matters in dispute as promptly as practicable, but in no event more than thirty (30) days after such matters have been submitted to them, and to set forth their resolution in a statement (the “Accountant Statement”) setting forth the Final Purchase Price. With respect to any disputed matter, the Reviewing Accountant may select Buyer’s figure, the Sellers’ figure or any figure between the two. The Reviewing Accountant shall act as an arbitrator to determine only those issues in dispute, based solely on the terms of this Agreement and the presentations by the parties and not by independent review of legal, accounting or factual matters. The Reviewing Accountant shall only consider issues, amounts or matters disputed in a Statement of Objection delivered within the applicable thirty (30) day period. The determination of the Reviewing Accountant shall be final and binding on the parties hereto. (d) The fees and expenses of the Reviewing Accountant shall be borne by Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Reviewing Accountant, and such proportionate allocation shall also be determined by the Reviewing Accountant when their determination is rendered on the merits of the matter submitted. For illustration purposes only: (i) prior if the total amount of disputed items by the Sellers is $100,000 and the Reviewing Accountant award the Sellers $50,000, then the Sellers and Buyer shall bear the Reviewing Accountant’s fees and expenses equally; or (ii) if the total amount of the Sellers’ disputed items is $100,000 and the Reviewing Accountant award the Sellers $75,000, then the Sellers shall bear 25% and Buyer shall bear 75% of the Reviewing Accountant’s fees and expenses. (e) The Sellers and Buyer shall cooperate with each other and the Reviewing Accountant in connection with the matters contemplated by this Section 3.2, including Sellers’ preparation of and the Buyer’s review of the Closing Statement, in each case including by furnishing such information and access to such issuance books, records (including accountants’ work papers), personnel and upon request by Purchaserproperties as may be reasonably requested. (f) Within three (3) days after the final determination of the Final Purchase Price in accordance with this Section 3.2, (A) if the Final Purchase Price is less than the Initial Purchase Price (the “Purchase Price Deficit”), Sellers shall deliver (1) pay to Purchaser such representations Buyer, by wire transfer in immediately available funds to an account designated in writing by Buyer, an amount in cash equal to seventy-five percent (75%) of the Purchase Price Deficit and warranties as Purchaser shall reasonably request for purposes of exempting (2) return to the issuance of such shares Buyer or Parent, or otherwise permit the Buyer or Parent to release from the registration requirements of the Securities Act and (B) the Escrow Amount, a number of shares of Purchaser Common Stock to be issued shall be Parent Shares equal to the quotient determined by dividing (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect twenty-five percent (25%) of the Initial Purchase Price, divided Price Deficit by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common StockDate Reference Price, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In if the event Purchaser delivers a Final Purchase Election Notice to the Sellers’ Representative during the Call Option Period, Price is greater than the Initial Purchase Price shall be $35,000,000, and in no event shall (the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i“Purchase Price Increase”), the Initial Buyer shall (1) pay to Sellers, by wire transfer in immediately available funds to an account designated in writing by Sellers, an amount in cash equal to seventy-five percent (75%) of the Purchase Price shall be increased by the following amounts if, in addition Increase and (2) issue to the Base Milestones, any Sellers a number of Parent Shares equal to the quotient determined by dividing (x) twenty-five percent (25%) of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery dollar amount of the Milestone Completion NoticePurchase Price Increase by (y) the Closing Date Reference Price. The Base Milestones parties agree that, notwithstanding the foregoing, Buyer or Sellers may, as appropriate, make any adjustments in the form of payment due under this Section 3.2 in order to ensure that the amount of the Final Purchase Price paid to the Sellers, collectively, is comprised of exactly seventy-five percent (75%) cash and the Additional Milestones shall together be referred to herein as the “Milestonestwenty-five percent (25%) Parent Shares.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price In full consideration for the Shares will be calculated as sale, assignment, transfer, conveyance and delivery of the Membership Interests and the covenants and releases set forth in Section 1.6(bthis Agreement and the Ancillary Agreements (including the Settlement and Release Agreement), Buyer will pay or cause to be paid to Seller an amount equal to Four Hundred Million Dollars ($400,000,000) below (the “Purchase Price”), as adjusted pursuant to the terms of this Agreement. (b) The Purchase Price will be paid as follows: (i) Within two (2) Business Days following the execution and delivery of this Agreement, Buyer will deliver, or cause to be delivered, to the Escrow Agent, by wire transfer in immediately available funds, the amount of Forty Million Dollars ($40,000,000) (the “Initial Purchase PricePayment”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to The Initial Payment paid by Buyer and interest accrued on the Initial Purchase Price minus (i) Payment will be held in accordance with Article XI hereof by the Escrow Amounts, Agent in an interest-bearing account insured by the U.S. federal government in an institution as directed by Seller and reasonably acceptable to Buyer. The Initial Payment will be refundable to Buyer only if this Agreement is terminated in connection with a Refund Termination Event. THE INITIAL PAYMENT AND ANY INTEREST EARNED THEREON WILL BE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) In addition to the third party account payment of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Initial Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective DateSection 1.2(b)(i), the Sellers’ Representative shall notify Purchaser within five (5) Business Days following the execution and delivery of any such changesthis Agreement, and shall deliver Buyer will deliver, or cause to Purchaser be delivered, to the Dual-Control Account, by wire transfer in immediately available funds, an updated Proceeds Allocation executed by each of amount equal to Three Hundred Sixty Million Dollars ($360,000,000) (the Sellers (a “Revised Proceeds AllocationEscrow Amount”). Unless and until Purchaser receives a Revised Proceeds AllocationInterest or other amounts accrued on the Escrow Amount will be held in accordance with Article XI. The Escrow Amount, Sellers shall together with any interest or other amounts earned thereon, will be bound immediately refundable to Buyer in the event this Agreement is terminated by any Party in accordance with the Proceeds Allocation set forth terms of this Agreement. Any interest or other amounts earned on Schedule A attached hereto. the Escrow Amount will be payable to Buyer in all cases. Notwithstanding anything to the contrary in this Agreement, if for any reason (bx) If Purchaser elects to issue shares the amount of Purchaser Common Stock funds in respect of the Dual-Control Account is less than the full Escrow Amount or (y) some or all of the Upfront Paymentfunds in the Dual-Control Account cannot be transferred to the Escrow Agent as and when required by this Agreement, then: (i) prior to such issuance then in each case Buyer and upon request by Purchaser, (A) Sellers shall Buyer Parent will deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from Escrow Agent, on or before the registration requirements of date the Securities Act and (B) the number of shares of Purchaser Common Stock Escrow Amount is to be issued shall be equal delivered to (x) the Upfront Payment less Escrow Agent, the amount of any cash transferred funds necessary to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent ensure that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive Escrow Agent receives the same proportion of cash and Purchaser Common Stock as each other Seller; and full Escrow Amount (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no such event shall jointly instruct the Purchaser be obligated Dual-Control Amount Administrator to pay Sellers any amounts return all remaining funds in respect of the MilestonesDual Control Account to Buyer). (iii) In addition If the Transactions are consummated as contemplated under this Agreement, at the Closing the Escrow Agent will deliver to Seller (A) the Estimated Closing Purchase Price Amount pursuant to Section 1.2(b)(iv) and (B) fifty percent (50%) of any interest earned on the Initial Payment (and at least two (2) Business Days prior to the Closing Date Buyer and Seller will jointly instruct the Dual-Control Account Administrator to deliver (x) to the Escrow Agent, the Estimated Closing Purchase Price Amount, less the Initial Payment, and (y) to Buyer, any other amounts specified (after deducting the amounts in Section 1.6(c)(ithe foregoing clause (x)) held by the Dual-Control Account Administrator). If the Transactions are not consummated because of a Refund Termination Event, the Initial Purchase Price shall Payment (including earnings thereon) will be increased immediately refunded to Buyer. If the Transactions are not consummated for any reason other than a Refund Termination Event, the Initial Payment (including earnings thereon) will be promptly delivered to Seller by the following amounts if, Escrow Agent by wire transfer in addition immediately available funds to the Base Milestones, any of the following milestones (each an “Additional Milestone,” account specified in writing by Seller and collectively the “Additional Milestones”) has been achieved retained by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except Seller as provided in Section 5.11 hereof; and10.21(b). If this Agreement is terminated by any Party in accordance with the terms of this Agreement, the Escrow Amount (including earnings thereon) will be immediately refunded to Buyer (and the parties shall promptly and jointly instruct the Dual-Control Amount Administrator accordingly). (Div) $5,000,000If the Transactions are consummated, provided ****then at the Closing, except Buyer will direct the Escrow Agent to pay to Seller by wire transfer in immediately available funds to the account specified in writing by Seller (A) an amount equal to (1) the Purchase Price, less (2) the Casualty Credit (if any), plus (3) the Estimated Closing Cash, if any (other than cash retained by the Company pursuant to Section 1.4(b)(iii)), plus or less, as applicable pursuant to Section 1.4 hereof, (4) the Estimated Prorated Items and the Estimated Event Amounts, less (5) any Estimated Indebtedness, in each case as set forth on the Estimated Closing Report, less (6) the Estimated Accrued Vacation Expense, less (7) the Local Pension Plan Adjustment (the Purchase Price, as adjusted pursuant to clauses (2) through (7), the “Estimated Closing Purchase Price Amount”) and (B) fifty percent (50%) of any interest earned on the Initial Payment. The Purchase Price will be subject to further adjustment following the Closing as provided in Section 5.11 hereof1.5 and Section 6.1.

Purchase Price. The purchase price (the “Purchase Price”) for the acquisition of the Company through the purchase of the Shares shall be the sum of (i) an amount equal to the Base Purchase Price, plus (ii) the Amortization Value, increased or decreased pursuant to the estimated adjustments set forth in Section 2.06(a) (such total as so adjusted, the “Closing Purchase Price”), plus (iii) an amount equal to the post-Closing adjustment pursuant to Section 2.06(b)-(g). The Closing Purchase Price shall be paid at the Closing as follows: (a) The initial purchase price Purchaser will pay in immediately available funds for the Shares benefit of the Sellers and the Company any unpaid Sellers Expenses identified in the Flow of Funds Memorandum that have not been paid by the Company or the Sellers prior to Closing; (b) Purchaser will be calculated pay in immediately available funds any unpaid Change in Control Payments identified in the Flow of Funds Memorandum to the Company, for further payment by the Company through its payroll processor on or as soon as practicable following the Closing Date to the employees and in the amounts as set forth in Section 1.6(bthe Flow of Funds Memorandum; (c) below Purchaser will pay in immediately available funds the amounts of any unpaid Subsidiary Minority Owner Purchase Price identified in the Flow of Funds Memorandum; (d) Purchaser will pay in immediately available funds any unpaid Indebtedness identified in the Flow of Funds Memorandum; (e) Purchaser shall deposit in escrow from the Closing Purchase Price Five Million Dollars ($5,000,000) (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common StockPrice Adjustment Escrow Amount”), equal to the Initial Purchase Price minus (i) the be held in escrow with Citizens Commercial Bank or a mutually agreed upon substitute Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount Agent (the “Upfront PaymentEscrow Agent”) to ), on the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation terms set forth on Schedule A in this Agreement and the Escrow Agreement, attached hereto as Exhibit B (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationEscrow Agreement”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iiif) at each Seller’s sole election, The amount of the Closing Purchase Price minus the amounts of the payments and deposit in Sections 2.02(a) through 2.02(e) (the “Closing Purchase Price Balance”) shall be paid by Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect immediately available funds to the shares Sellers to their respective accounts the amounts set forth in the Flow of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined Funds Memorandum as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during ESOT, $107,000, representing the Put Option Period and (y) each anticipated amount of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date ESOT’s Pro Rata Share of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In estimated refund of state and federal income taxes resulting from the event Purchaser delivers a Purchase Election Notice to refund of estimated income Taxes paid for the Sellers’ Representative during the Call Option PeriodTax Period ended September 30, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones 2020 and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided carryback of net operating losses in accordance with Section 5.11 7.02 hereof; and (Dii) to all Sellers, inclusive of the ESOT, their Pro Rata Share of the difference between (A) the Closing Purchase Price Balance and (B) the amount paid to the ESOT under clause (i) above; provided, however, there shall be deducted from the amount payable to the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 2011 Revocable Trust (“▇▇▇▇▇▇▇▇▇ Trust”), Two Million Dollars ($5,000,0002,000,000) (the “Certain Matters Escrow Amount”, provided ****and together with the Purchase Price Adjustment Escrow Amount, except as provided the “Escrow Amount”) to be held in Section 5.11 hereofescrow with Escrow Agent and disbursed and released on the terms set forth in the Escrow Agreement for the Certain Matters Escrow Amount and any earnings thereon.

Purchase Price. (ai) The initial purchase price Subject to the post-closing adjustment pursuant to Section 2B and the following sentence, as consideration for the Shares will be calculated as set forth in Section 1.6(bsale to Dynavax by Holdings of its Symphony Dynamo Equity Securities (and for the Symphony Dynamo Equity Securities of any other Person), on the Purchase Option Closing Date, Dynavax shall issue to Holdings an aggregate of (A) below 13,000,000 shares of Dynavax Common Stock (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront PaymentDynavax Closing Shares”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock Dynavax Closing Warrants. If, after the date hereof and prior to be issued shall be equal to the Purchase Option Closing Date, (x) the Upfront Payment less the amount number of any cash transferred outstanding shares of Dynavax Common Stock has been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Notary in respect number of Dynavax Closing Shares to be issued at the Initial Purchase PriceOption Closing Date, divided by or (y) there has been a Specified Company Issuance (as defined below), the closing price of consideration to be paid by Dynavax at the Purchaser Common Stock on the Qualified Stock Exchange on the Purchase Option Closing Date;Date may be adjusted in accordance with Section 2A. (ii) As further consideration for the sale to Dynavax by Holdings of its Symphony Dynamo Equity Securities (and for the Symphony Dynamo Equity Securities of any other Person), if Dynavax enters into any agreement or arrangement with any third party with respect to the extent that development and/or commercialization of a Cancer Product or a Hepatitis C Product (each a “Symphony Dynamo Product Agreement”), Dynavax shall be obligated to pay to Holdings, within 10 Business Days of Dynavax’s receipt thereof, an amount equal to 50% of the Upfront Payment consists first $50,000,000 of cash any upfront, pre-commercialization milestone or similar payments received by Dynavax under any such Symphony Dynamo Product Agreements. For the avoidance of doubt, payments from a third party to Dynavax for reimbursement for research and Purchaser Common Stockdevelopment, each Seller equity or debt issued as part of the collaboration at fair market value, commercial milestones or royalties shall receive the same proportion not be considered payments received by Dynavax under Symphony Dynamo Product Agreements for purposes of cash and Purchaser Common Stock as each other Seller; andthis Section 2(b). (iii) at each Seller’s sole electionAs further consideration for the sale to Dynavax by Holdings of its Symphony Dynamo Equity Securities (and for the Symphony Dynamo Equity Securities of any other Person), Purchaser on the Purchase Option Closing Date, Dynavax shall execute deliver a duly executed promissory note in the True-Up Agreement principal amount of $15,000,000, substantially in substantially the form attached hereto as Exhibit D with respect to 2 (the shares of Purchaser Common Stock issued to each Seller so electing“Dynavax Promissory Note”). (civ) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectivelyDynavax Closing Shares, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option PeriodDynavax Closing Warrants, the Initial Purchase Price shall payments to be $35,000,000, and in no event shall the Purchaser be obligated made to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified Holdings set forth in Section 1.6(c)(i), 2(b)(ii) and the Initial Purchase Price Dynavax Promissory Note shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively constitute the “Additional MilestonesPurchase Price”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial Subject to the adjustment set forth in Section 2.5 below, the purchase price for the Shares will Purchased Assets is up to $516,000 payable as follows: (a) $255,000 which shall be calculated paid to Seller's legal counsel as escrow agent on the date hereof and (b) up to $261,000 paid from the amounts collected on accounts receivable outstanding at the time of closing (including future accounts receivable related to Open Orders) ("Closing Receivables") as set forth in Section 1.6(b) below herein. Promptly following the date hereof, the Buyer and the Seller shall jointly select a mutually agreeable bank to serve as an escrow agent (the “Initial Purchase Price”"Escrow Agent"). At the Closing, Purchaser the Buyer, the Seller and the Escrow Agent shall transfer enter into an amount of cash (escrow agreement in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal form and substance satisfactory to the Initial Purchase Price minus parties (ithe "Escrow Agreement"). The Escrow Agreement shall provide, among other things, for the establishment of a lock box account ("Lock Box") with the Escrow Amounts, Agent and provisions memorializing the following agreement. All collections from holders of accounts comprising Closing Receivables be deposited into the Lock Box until the Lock Box Termination Date (ii) as hereinafter defined). Each of the Buyer and the Seller Funded Expenses and shall receive from the Escrow Agent copies of checks (iiior wire transfer statements) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary deposited along with any other information submitted in accordance connection with the instructions each such payment. Joint authorization in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed writing signed by each of the Sellers Buyer and the Seller will be required before any funds can be released from the Lock Box. The Escrow Agent shall deliver to each of the Buyer and the Seller semi-monthly statements (the "Escrow Statements") detailing the names of the accounts, the amount paid, the invoice number, and any other available relevant information with respect to funds deposited into the Lock Box during the statement period. Within three (3) business days following the delivery of each Escrow Statement, the Buyer shall notify the Seller and the Escrow Agent in writing (the "Buyer Notification") as to whether the funds deposited in the Lock Box were payments of a Closing Receivable or an account receivable from an account comprising the Closing Receivables generated post closing (a “Revised Proceeds Allocation”"New Receivable"). Unless Within three business days (3) following delivery of the Buyer Notification, the Seller and until Purchaser receives the Buyer shall jointly instruct the Escrow Agent in a Revised Proceeds Allocation, Sellers shall be bound writing signed by each of the Proceeds Allocation set forth on Schedule A attached hereto. Buyer and the Seller to (bi) If Purchaser elects distribute to issue shares of Purchaser Common Stock in respect of some or the Buyer all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting funds deposited in the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D Lock Box with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plusNew Receivables, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice distribute to the Sellers’ Representative during Seller forty two and one half percent (42.5%) of the Call Option Periodfunds deposited in the Lock Box with respect to the Closing Receivables; provided however, the Initial Purchase Price shall be $35,000,000, and that in no event shall the Purchaser Seller be obligated entitled to pay Sellers any amounts receive payment in excess of an aggregate amount of $261,000 (the "Maximum Amount") from the Lock Box. The remaining funds deposited in the Lock Box with respect to the Closing Receivables shall be used by the Buyer solely to repay in full all of the Milestones. (iii) In addition accounts payable reflected on the Balance Sheet until the Lock Box Termination Date. The Buyer shall submit to the Seller a schedule of invoices included in the Assumed Liabilities to be paid and copies of any settlement agreements executed by the Buyer with creditors with respect to the Assumed Liabilities. Within five (5) days following the Seller's receipt of each such schedule, the Seller and the Buyer shall authorize the Escrow Agent in a writing signed by each of the Buyer and the Seller to distribute the amounts to the parties as specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestonessuch schedule.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial Subject to any adjustments that may be made under Section 2.05, the purchase price (the "Purchase Price") for the Shares Assets will be calculated Four Hundred Nineteen Million Five Hundred Thousand Dollars ($419,500,000). The Purchase Price for the Assets shall be allocated among the Assets as set forth in Section 1.6(b) below (Schedule 2.02 hereto. The amount so allocated to a part of the “Initial Purchase Price”)Assets shall constitute the Allocated Values for such part of the Assets. At Seller and Buyer agree to be bound by the Closingallocation set forth in Schedule 2.02 for purposes of Article 11 hereof. Contemporaneously herewith, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) Buyer, Buyer’s Parent and Seller have executed and delivered the Escrow AmountsAgreement, (ii) Buyer’s Parent and Seller have executed and delivered the Seller Funded Expenses Registration Rights Agreement; and (iii) the Loan Amount (the “Upfront Payment”) Buyer has delivered to the third party account Escrow Agent the cash portion of the Notary in accordance with Deposit and a scanned copy of the instructions certificate representing the Deposit Shares issued in the Notary Instruction Letter. Prior name of Seller, to Seller a certified copy of resolutions adopted by the transfer Board of Directors of Buyer’s Parent authorizing Buyer’s Parent’s issuance and delivery of the Seller Deposit Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to Seller an opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ regarding Buyer’s Parent and the bank accounts or brokerage accounts so indicated by Deposit Shares. This Agreement shall not be deemed effective until the Sellersactions described in the immediately preceding sentence have occurred. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five Within two (52) Business Days after the date of any such changesexecution of this Agreement, and Buyer shall deliver to Purchaser an updated Proceeds Allocation executed by each the Escrow Agent the certificate representing the Deposit Shares issued in the name of Seller. If the Closing timely occurs, Buyer and Seller shall direct the Escrow Agent to return the Deposit to Buyer at Closing. If the Closing does not timely occur as a result of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound Breach by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all Buyer of the Upfront Payment, then: (i) prior to such issuance terms of this Agreement and upon request there has been no Breach by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements Seller of the Securities Act terms of this Agreement, Buyer and Seller shall direct the Escrow Agent to deliver the Deposit to Seller as its sole and exclusive remedy and as liquidated damages (B) and not as a penalty), subject to Seller's additional recourse against Buyer and Buyer's Parent for any Breach of Section 4.10, the number of shares of Purchaser Common Stock Escrow Agreement, or the Registration Rights Agreement, and the right to be issued shall be equal recover attorneys’ fees, costs, and expenses pursuant to (x) the Upfront Payment less the amount of any cash transferred to the Notary Section 12.15 in enforcing Seller's rights in respect of the Initial Purchase PriceDeposit and such other provisions and agreements. If the Closing does not timely occur for any other reason, divided by (y) Buyer and Seller shall direct the closing price Escrow Agent to return the Deposit to Buyer. Any interest or other earnings on the Deposit minus any fees and expenses of the Purchaser Common Stock on Escrow Agent shall be delivered to the Qualified Stock Exchange on party to whom the Deposit is delivered to pursuant to the terms set forth herein. If the Closing Date; does not timely occur as a result of the Breach by Seller of the terms of this Agreement and there has been no Breach by Buyer of the terms of the Agreement, Buyer at its option may (iia) to the extent that the Upfront Payment consists of cash terminate this Agreement and Purchaser Common Stock, each Seller shall receive be liable to Buyer for all Damages incurred by Buyer arising out of such Breach and termination not to exceed the same proportion of cash actual costs, expenses, and Purchaser Common Stock as each other Seller; and fees incurred by Buyer in evaluating, negotiating, entering into, terminating, and enforcing this Agreement, plus Two Million Dollars (iii$2,000,000), or (b) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each enforce specific performance of the following milestones (each, a “Base Milestone,” duties and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date obligations of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Seller under this Agreement. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price In consideration for the Shares will sale, transfer, assignment, conveyance and delivery to Buyer of all of the Shares, at the Closing, Buyer shall deliver or cause to be calculated as set forth delivered to Seller an aggregate amount in Section 1.6(bcash equal to the sum (such sum, the “Purchase Price”) below of: (i) one hundred fifty million dollars ($150,000,000) (the “Initial Base Purchase Price”) (minus the Credit). At , against which the Closing, Purchaser shall transfer an amount of cash (in United States dollars the Deposit released to Seller pursuant to Section 2.3(a) hereof and Section 6(a)(iii) of immediately available funds)the Deposit Escrow Agreement shall be credited, or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, and (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary Preliminary Purchase Price Adjustment, if any, in accordance with the Section 2.2(c), by wire transfer or otherwise in immediately available funds in accordance with instructions in the Notary Instruction Letter. Prior delivered by Seller to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Buyer at least two Business Day of Days prior to the Closing Date, . The Purchase Price shall be subject to a Final Purchase Price Adjustment after the Notary shall pay to Sellers the Upfront Payment, Closing pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoSection 2.4. (b) If Purchaser elects Seller has delivered to issue shares of Purchaser Common Stock in respect of some or all Buyer an unaudited consolidated balance sheet of the Upfront PaymentACBR Entities as of March 31, then: 2005 (ithe “Reference Date”), a copy of which is set forth in Section 2.2(b) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act Seller Disclosure Letter (the “Reference Balance Sheet”). The Reference Balance Sheet reflects the Adjustments required by the “Adjustment Notes” set forth therein (the “Adjustments”), and (B) except for the number Adjustments, has been prepared in accordance with GAAP and on a basis consistent with the Financial Information of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less ACBR Entities. The Reference Balance Sheet sets forth the amount of any cash transferred to the Notary in respect Working Capital of the Initial Purchase Price, divided by (y) the closing price ACBR Entities as of the Purchaser Common Stock on Reference Date (the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing“Reference Date Working Capital”). (c) At least five business days before the Closing, Seller shall deliver to Buyer a preliminary Closing Balance Sheet (prepared as of the end of the most recent calendar month for which balance sheet data is available in the ordinary course business) (the “Preliminary Closing Balance Sheet”). The Initial Preliminary Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Preliminary Closing Balance Sheet will set forth a good faith estimate of the amount of Working Capital of the ACBR Entities as of the Closing Date (such estimate, the “Estimated Working Capital”). The “Preliminary Purchase Price Adjustment” (which may be positive or negative) shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if equal the difference between (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period Estimated Working Capital and (y) each of Reference Date Working Capital, and shall be made as follows: (i) if the following milestones (eachEstimated Working Capital is greater than the Reference Date Working Capital, a “Base Milestone,” and collectively, then the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Preliminary Purchase Price Adjustment shall be $35,000,000positive, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Base Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any amount of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except such difference as provided in Section 5.11 hereof; and 2.2(a)(ii), and (Dii) $5,000,000if the Estimated Working Capital is less than the Reference Date Working Capital, provided ****then the Preliminary Purchase Price Adjustment shall be negative, except and the Base Purchase Price shall be reduced by the amount of such difference as provided in Section 5.11 hereof2.2(a)(ii).

Purchase Price. (a) The initial purchase price for the Shares will common stock shall be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser $3,300,000 due Seller from Buyer and shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) be paid through the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined Agent as follows: (i) The Initial Seller shall deliver to the Escrow Agent the certificates for 4,345,966.34 shares of Seller's common stock in ▇▇▇▇▇ MINING, and certificates for 1,883,525 shares of Seller's common stock in TMG, together with the appropriate stock powers, against payment by the Buyer to the Seller of the Purchase Price shall be $45,000,000 plus, if applicable, any amounts in the form of (a) a certified or bank check payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during order of the Put Option Period Seller, (b) a wire transfer to a bank account designated by the Seller, or (c) any combination of (a) and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***b). (ii) In Escrow Agent". AmeriTitle, Cascade, Idaho (telephone (▇▇▇)▇▇▇-▇▇▇▇), is hereby designated as the event Escrow Agent who shall receive all documents and make all distributions as required by this Agreement. Purchaser delivers a Purchase Election Notice shall pay to the Sellers’ Representative during Escrow Agent on the Call Option Perioddate of closing the sum of three million, the Initial Purchase Price three hundred thousand dollars ($3,300,000) by cashier’s check or wired funds (which funds shall be $35,000,000immediately available) of the total purchase price, on or before the Closing Date. The amount due Seller from Purchaser shall be paid by Escrow Agent to Seller. Seller shall deposit with the Escrow Agent all assignments, transfer and other documents necessary to convey Seller’s title to the common stock. Escrow Agent is authorized and directed upon full and complete performance of this contract by Seller and Purchaser, at the time and in no event shall the manner as herein prescribed, to deliver to said Purchaser be obligated to pay Sellers any amounts in respect all papers then held under escrow. The accounting records of the MilestonesEscrow Agent shall at all reasonable times be open to inspection of the Seller and the Purchaser. The Escrow Agent is directed to distribute the payment to Seller as follows: 50% of the purchase price to the ▇▇▇▇▇ Estate and 50% of the purchase price to ▇▇▇▇▇▇. (iii) In addition to the amounts specified in Section 1.6(c)(i)Each party hereto shall bear their own respective United States, the Initial Purchase Price shall be increased and applicable State or locality income, sales, use, property, business and occupation, excise and other taxes arising by the following amounts if, in addition to the Base Milestones, any reason of the following milestones (each an “Additional Milestone,” sale and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery purchase of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestonescommon stock.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial Subject to any adjustments required pursuant to Section 2.10, the aggregate purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At ) for the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus Acquired Assets is (i) the Escrow AmountsCash Consideration, plus (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account assumption by Purchaser of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior Assumed Liabilities. (b) AAHC shall deliver to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within not less than five (5) Business Days of any such changes, before the Closing a certificate executed and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound delivered by the Proceeds Allocation set Chief Financial Officer of AAHC setting forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront PaymentEstimated Closing Indebtedness, then: (i) prior to such issuance the Estimated Working Capital and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingEstimated Working Capital Differential. (c) The Initial Purchase Price shall be allocated among the Brink Netherlands Shares, the Valley Assets (in the aggregate) and the AAS Shares as of the Closing Date in accordance with applicable Tax Law and consistently with Exhibit 2.5, and the statement setting forth the allocation of the Purchase Price, as finally determined as follows:under this Section 2.5, shall be consistent with such law and exhibit. Within thirty (30) days prior to the Closing Date, Purchaser shall provide to Sellers a schedule (the “Allocation Statement”) with the proposed allocation of the Purchase Price amongst all assets directly or indirectly acquired through Purchaser’s acquisition of the Acquired Assets, which shall be consistent with the allocation reflected in Exhibit 2.5. Within twenty (20) days after the receipt of such Allocation Statement, Sellers shall propose to Purchaser in writing any changes to such Allocation Statement (and in the event no such changes are proposed in writing to Purchaser within such time period, Sellers will be deemed to have agreed to, and accepted, the Allocation Statement). Purchaser and Sellers shall endeavor in good faith to resolve any differences with respect to the Allocation Statement within five days after Purchaser’s receipt of written notice of changes from Sellers. (id) If Sellers withhold their consent to the allocation reflected in the Allocation Statement, and Purchaser and Sellers have acted in good faith to resolve any differences with respect to items on the Allocation Statement and thereafter are unable resolve any differences that, in the aggregate, are material in relation to the Purchase Price, then any remaining disputed matters will be finally and conclusively determined by an accounting firm of recognized international standing (the “Allocation Arbiter”) selected by Purchaser and Sellers, which firm shall not be the regular accounting firm of the Purchaser, any Seller, or their respective Affiliates. The Initial costs of the Allocation Arbiter shall be borne equally by Sellers and Purchaser. Promptly, but not later than 15 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine only those matters in dispute and will revise the Allocation Statement in accordance with such determination, and such determination and the Allocation Statement as so revised shall be final and binding upon the parties. Notwithstanding the foregoing provisions of Section 2.5(c) and this Section 2.5(d), if an allocation of Purchase Price shall be $45,000,000 plusto particular Acquired Assets is required under applicable Law (for example, if applicable, any amounts payable pursuant to Section 1.6(c)(iiifor purposes of determining a Transfer Tax) if (x) the Sellers’ Representative delivers a Milestone Completion Notice prior to the time the Allocation Statement would otherwise become final and binding under this Section 2.5, then Sellers and Purchaser during shall agree on the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the allocation to such Acquired Company on or Assets at least 5 days prior to the date by which such allocation is required by Law to be made and (except to the extent that applicable Law permits the later revision of such allocation) the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully Allocation Statement shall be completed ***in a manner consistent with such allocation. Purchaser and Sellers shall, subject to the requirements of any applicable Tax Law or election, file all Tax Returns and reports consistent with the Allocation Statement as finally determined under this Section 2.5. (iie) In the event Purchaser delivers a Purchase Election Notice Notwithstanding any provision in this Agreement to the Sellers’ Representative during the Call Option Periodcontrary, the Initial Purchase Price Purchaser shall be $35,000,000entitled to deduct and withhold from the amounts payable to Sellers hereunder any amounts that it is required to deduct and withhold under applicable Law; provided, and in no event shall that the Purchaser be obligated and Sellers shall use reasonable efforts to pay Sellers agree on or before the Closing on any amounts in respect of the Milestones. (iii) In addition required to the be so deducted and withheld. Any amounts specified in Section 1.6(c)(i), the Initial Purchase Price so deducted and withheld shall be increased considered for all purposes of this Agreement to have been paid by the following amounts if, in addition Purchaser to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesSellers.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”)) for the Receivables and the related Purchased Assets shall be divided into two parts. At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial The Purchase Price minus (i) for the Escrow Amounts, (ii) Pre-Signing Receivables and the Seller Funded Expenses and (iii) related Purchased Assets shall equal the Loan Amount (Credit Card Purchase Price. The Credit Card Purchase Price shall be payable by the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment Receivables Purchaser on behalf of the SellersAccount Owner directly to the Seller pursuant to Clauses 3.4 and 3.9 of the Sale and Purchase Agreement. As soon as possible The Purchase Price for the Post-Signing Receivables arising in the Accounts on or after the ClosingCut-Off Time, but in any event within one (1) Business Day shall be an amount equal to 100% of the Closing Dateaggregate balance of the Principal Receivables so conveyed. The Parties acknowledge that the foregoing Purchase Price is the fair market value of the Receivables and the related Purchased Assets. The Purchase Price for the Post-Signing Receivables shall be paid by Receivables Purchaser to Account Owner or, the Notary shall pay to Sellers the Upfront Payment, pursuant prior to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Assignment Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts to Seller directly, on each Business Day in immediately available funds payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice by electronic transfer to the Purchaser during following account: A/C Name: ▇. ▇▇▇▇▇▇▇ & Sons plc Bank: Lloyds TSB Sort Code: 30-93-38 A/C No.: 01346310 All amounts hereunder are exclusive of value added tax (“VAT”) and any applicable VAT shall be paid within fourteen (14) days of presentation of a valid VAT invoice. The parties intend and believe that the Put Option Period and (y) each sale of the following milestones (each, Receivables to Receivables Purchaser hereunder shall not be a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***taxable supply for VAT purposes. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price (the "Purchase Price") to be paid for the Shares will Property shall be calculated as set forth $18,900,000, plus or minus prorations, payable in Section 1.6(b) below immediately available Federal funds at the Closing (hereinafter defined). Notwithstanding anything herein to the contrary, Purchaser and Seller acknowledge and agree that title to the Specific Property located in Carrollton, Texas (the “Initial Purchase Price”). At the Closing, "Carrollton Property") shall not be transferred to Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after at the Closing, but that $500,000 of the Purchase Price shall not be disbursed to Seller and shall be held in an escrow (the "Carrollton Escrow") with the Title Company pursuant to escrow instructions mutually acceptable to Seller and Purchaser. If an auction of the Carrollton Property (the "Carrollton Auction") occurs and if Purchaser makes the winning bid at the Carrollton Auction, Purchaser shall purchase the Carrollton Property for the purchase price bid at the Carrollton Auction by Purchaser (the "Carrollton Purchase Price"); provided Purchaser shall receive a credit against the Carrollton Purchase Price equal to the funds in the Carrollton Escrow and the funds held in the Carrollton Escrow shall be disbursed to Seller. In the event, for any event reason, Purchaser does not make the winning bid at the Carrollton Auction or the Carrollton Auction is not held within one (1) Business Day of year from the Closing DateClosing, the Notary funds held in the Carrollton Escrow shall pay be immediately disbursed to Sellers the Upfront PaymentPurchaser; provided, pursuant however, that neither party shall have any obligation to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and other relating to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoCarrollton Property. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting have the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock right, to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) exercised at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or least 10 days prior to the date Closing, to purchase all, but not less than all, of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In inventory held for resale at each Specific Property and the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition an amount equal to the Base Milestones, any 40% of the following milestones (each original cost to Seller of such inventory. Purchaser and Seller shall conduct an “Additional Milestone,” accounting of such inventory, the cost of which shall be split equally by Purchaser and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesSeller.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial If UCH exercises the UCH Purchase Option pursuant to Section 7.02, the UCH Put Option pursuant to Section 7.04, or the UCH Put Right pursuant to Section 7.06(a), or Adeptus exercises the Adeptus Purchase Option pursuant to Section 7.03, the Adeptus Put Option pursuant to Section 7.05, or the Adeptus Put Right pursuant to Section 7.06(a), the Member acquiring the Ownership Percentage Interest of the other Member (“Purchasing Member”) and the Member selling its Ownership Percentage Interest to the Purchasing Member (“Selling Member”) shall meet and confer in good faith to attempt to mutually agree upon a Fair Market Value purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses purchase and (iii) the Loan Amount (the “Upfront Payment”) to the third party account sale of the Notary Selling Member’s Ownership Percentage Interest. In the event the Members are unable to mutually agree upon a Fair Market Value purchase price within twenty (20) days after the exercise of the purchase/put rights pursuant to this Article VII, as applicable, the purchase price for such Ownership Percentage Interest shall be the Appraised Value of such Ownership Percentage Interest as determined in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”Section 7.07(b). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects In order to issue shares determine the Appraised Value for purposes of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: subsection (i) prior above, the Purchasing Member and Selling Member shall each designate an appraiser who shall be a member in good standing of the American Society of Appraisers and who shall have expertise in valuing health care businesses or other qualified expert in health care business valuations (“First and Second Appraisers”) by giving the other written notice thereof. If either party does not so designate an appraiser with the aforementioned qualifications within fifteen (15) days after a written request to do so is delivered to such issuance and upon request by Purchaserparty, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting then the issuance of such shares from the registration requirements appointment of the Securities Act and First and/or Second Appraiser (Bas the case may be) the number of shares of Purchaser Common Stock to be issued shall be equal made in the same manner as is hereinafter provided for the appointment of a third appraiser, who shall have the same qualifications as referenced herein (“Third Appraiser”) in a case where the First and Second Appraisers and the parties themselves are unable to agree upon the Third Appraiser. The First and Second Appraisers so designated or appointed shall meet within ten (x10) days after the Upfront Payment less Second Appraiser is appointed, and if within sixty (60) days after the amount Second Appraiser is appointed the First and Second Appraisers do not agree upon the appraised value, they shall themselves appoint a Third Appraiser; and in the event of any cash transferred their being unable to agree upon such appointment within ten (10) days after the Notary in respect end of said sixty (60) day period, the Third Appraiser shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both, may request such appointment by the office of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) American Arbitration Association located nearest to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each SellerCompany’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) principal office. In the event Purchaser delivers of failure, refusal or inability of any appraiser to act, a Purchase Election Notice new appraiser with the aforesaid qualifications shall be appointed in his stead, which appointment shall be made in the same manner as hereinbefore provided for the appointment of the appraiser who fails, refuses or is unable to act. Each party shall pay the fees and expenses of the original appraiser appointed by such party or in whose stead such appraiser was appointed, and the fees and expenses of the Third Appraiser shall be borne one-half by Selling Member and one-half by Purchasing Member. The appraisers shall endeavor to reach their decision within sixty (60) days after the appointment of the Third Appraiser; however, absent an agreement the average of the appraised values determined by the First, Second and Third Appraiser shall be the binding appraised value. After reaching their decision, the appraisers shall give written notice thereof to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the MilestonesMembers. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of On the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of Escrow Agent the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) less the closing price of Earnest Money, and if applicable, the Purchaser Common Stock Additional Earnest ▇▇▇▇▇, that is applied to the Purchase Price, plus or ▇▇▇▇▇ applicable prorations, in immediate, same-day U.S. federal funds wired for credit into Escrow Agent's escrow account, which funds must be delivered in a manner to permit Escrow Agent to deliver good funds to Seller or its designee on the Qualified Stock Exchange Closing Date (and, if requested by Seller, by wire transfer); in the event that Escrow Agent is unable to deliver good funds to Seller or its designee on the Closing Date; (ii) , then the closing statements and related prorations will be revised as necessary. Notwithstanding anything to the extent contrary contained herein, Seller understands that Purchaser may acquire the Property utilizing a tenant in common ownership structure in connection with a transaction under Section 1031 of the Internal Revenue Code. In order to accommodate the investors in such 1031 transaction, Purchaser reserves the right to increase the Purchase Price of the Property to include certain syndication and acquisition costs relating to the 1031 transaction, and Seller shall approve such increase in the Purchase Price provided that the Upfront Payment consists net proceeds to Seller are unchanged, and provided further, that the net amount of cash sales proceeds due to the Seller and Purchaser Common Stock, each all costs born by the Seller shall receive be based on the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) originally set forth herein. In the event Purchaser delivers determines to close this Agreement as part of a Purchase Election Notice like kind exchange in accordance with Internal Revenue Code Section 1031, then Seller agrees to reasonably cooperate with Seller in so doing so long as Seller incurs no cost, expense, delay or liability in connection with the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonessame. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price (the "Purchase Price") for the Shares will be calculated as set forth in Section 1.6(b) below the issuance of 319,836 shares of common stock of Buyer (the “Initial "RMI Common Stock") and $4,400,000 in cash, payable on or before May 15, 1999. The Purchase Price”Price shall be allocated equally between the Sellers. As additional purchase price, Buyer shall reimburse Sellers for the interest expense actually paid by Sellers on funds borrowed by Sellers to pay the federal taxes on the gain represented by the issuance of the RMI Common Stock from the date of such borrowings until twelve (12) months from the Closing. Sellers shall provide documentation to Buyer on such interest costs and Buyer shall remit to Sellers the funds necessary to pay such interest on a timely basis. If Buyer has not completed an IPO within twelve (12) months of the Closing, Sellers shall have the right to cause Buyer to redeem all, but not part of of the RMI Common Stock (an aggregate of 319,836 shares) at an aggregate Redemption purchase price of $6,000,000 ($18.76 per share). This Redemption option shall be exercised by Sellers, if at all, at any time from and after twelve (12) months following the Closing for a period of 30 days. Sellers shall provide written notice to Buyer of their exercise of this Redemption option not more than 30 days prior to the date on which the Redemption option may first be exercised and not less than 5 days prior to the date on which the Redemption option shall lapse. Within thirty (30) days of receipt by Buyer of notice by the Sellers exercising this Redemption option, Buyer shall consummate the Redemption and pay to Sellers the Redemption purchase price in cash or other immediately available funds. If Buyer consummates an IPO within twelve (12) months of the Closing, Buyer hereby grants to Sellers a guaranteed value of $6,000,000 with respect to the RMI Common Stock (an aggregate of 319,836 shares) (the "Guaranteed Value"). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within date which is one (1) Business Day year following the effective date of the Closing DateIPO, Buyer shall determine the Notary Market Value, as defined below, for the shares of RMI Common Stock. If the aggregate Market Value for the RMI Common Stock (an aggregate of 319,836 shares) is less than the Guaranteed Value, Buyer shall pay to Sellers the Upfront Paymentdifference between the aggregate Market Value and the Guaranteed Value. Such payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Dateif required, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects made to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to cash or other immediately available funds, within 30 days following the Base Milestones, any of final date used for computing the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesMarket Value.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial Following the Closing and subject to the determination of EBITDA (as defined in Section 1.4(b) below) in respect of the Business, an additional purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Additional Purchase Price”). At ) shall may be paid by Buyer to the ClosingSeller as follows: An Additional Purchase Price shall be paid to Sellers in the event that EBITDA in respect of the Business for the 18-month period beginning on the first day of the calendar month following the date Seller on which Sellers closes the second of the acquisition of Core Technology Services, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds)Inc. and Equinox Communications, LLC, or common stockany acquisition may be closed in the event Seller is unable to close these acquisitions, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront PaymentEBITDA Period”) shall exceed EBITDA of $1,500,000. The Additional Purchase Price for the EBITDA Period shall equal three hundred thousand (300,000) additional shares of Buyer Common Stock, which shall be paid to the third party account of the Notary in accordance with the instructions Sellers in the Notary Instruction Letter. Prior to same ratio as the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoBuyer Common Stock. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all For purposes hereof, “EBITDA” shall mean the earnings of the Upfront PaymentSeller, then: before deduction for interest, taxes, depreciation and amortization, as set forth in the EBITDA Statement (ias defined in Section 1.4(c) prior to such issuance below) for the 18-month period ended as of the last date of the EBITDA Period (each, as defined in Section 1.4(c) hereof) and upon request by Purchaseras set forth in a separate income statement maintained for the Business, each prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), less (A) Sellers shall deliver to Purchaser such representations and warranties any extraordinary gain or loss, as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act that term is defined under GAAP, and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary amounts received or receivable in respect of the Initial Purchase Priceany accounts receivable, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) claims or other rights accrued prior to July 31, 2018 to the extent that not reflected in the Upfront Payment consists calculation of cash and Purchaser Common Stockthe EBITDA. For the avoidance of doubt, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect reference to the shares Business shall include any business activities conducted by Buyer and its subsidiaries and consolidated affiliates that come within the definition of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesBusiness.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Upon the terms and subject to the conditions contained herein, at the Closing, in consideration for the Shares will transfer of the Assets pursuant to Section 2.1 of this Agreement, Acquiror shall pay the Purchase Price (as defined herein) by depositing in an account designated by Seller (which account shall be calculated as designated by Seller in writing at least three (3) Business Days prior to the Closing) (the "Seller's Account"): (a) Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000.00) (the "Purchase Price"), subject, however, to the pre-closing adjustment set forth in Section 1.6(b2.5, less (b) below the Escrow Amount, and less (c) the “Initial Purchase Price”)Holdback Amount. At The amount to be deposited in the Closing, Purchaser Seller's Account on the Closing Date shall be paid in cash by wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal funds to the Initial Seller's Account. In the event Seller has not paid any amount required to be paid by Seller to Landlord under the Lease Amendment as a condition to the effectiveness of the Lease Amendment, Acquiror may, at its election, pay such amounts to Landlord directly and offset any amounts so paid against the portion of the Purchase Price minus to be paid to Seller's Account at the Closing. (ib) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As Acquiror agree that as soon as possible reasonably practical after the Closing, but and prior to the filing of any Tax Return which includes information related to the transactions contemplated by this Agreement, the Purchase Price and the Assumed Liabilities shall be allocated among the Assets in any event within one accordance with an allocation schedule (1the "Purchase Price Allocation Schedule") Business Day proposed by Acquiror and reasonably acceptable to Seller, which shall be prepared in a manner required by Section 1060 of the Closing DateCode and other applicable law and delivered by Acquiror to Seller no later than forty-five (45) days after the Closing. In connection with the Purchase Price Allocation Schedule, Seller and Acquiror shall discuss the Notary allocation of the Purchase Price and attempt in good faith to reach agreement with respect thereto. Seller and Acquiror shall pay prepare mutually acceptable and substantially identical initial and supplemental IRS Forms 8594 "Asset Acquisition Statements Under Section 1060" consistent with the Purchase Price Allocation Schedule (giving effect to Sellers the Upfront Payment, pursuant mutually agreed-upon adjustments to the allocation set forth on the Purchase Price Allocation Schedule A attached hereto (the “Proceeds Allocation”) and as a result of any required adjustments to the bank accounts Purchase Price or brokerage accounts so indicated payment of any Earnout Payment pursuant to Article II which the parties shall use to report the transactions contemplated by the Sellers. If there are any changes this Agreement to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingapplicable Taxing authorities. (c) The Initial Purchase Price "Escrow Amount" shall be determined as follows: an amount equal to One Million Dollars (i$1,000,000.00) The Initial Purchase Price shall be $45,000,000 pluswhich Acquiror, if applicableat the Closing, any amounts payable shall, pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice Closing Adjustment Escrow Agreement, deliver to the Purchaser during escrow agent named therein to be held in an escrow account (the Put Option Period and (y) each "Escrow Account"), pending the final determination of the following milestones Adjustment Amount (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified as defined in Section 1.6(c)(i2.6 below), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price (hereinafter referred to as the "Purchase Price") payable by Purchaser to Seller for the Shares will be calculated as set forth in Section 1.6(b) below Property is Seven Million Dollars (the “Initial Purchase Price”$7,000,000). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined payable by Purchaser as follows: (i) simultaneously with the execution of this Agreement, the sum of Seventy Thousand Dollars ($70,000) in the form of a wire transfer of immediately available Federal Funds to the account of Commonwealth Land Title Insurance Company (Florida or Boston office, but not yet determined which one)(hereinafter referred to as the "Title Company") (in accordance with the wiring instructions set forth on Exhibit D hereto), shall be paid to the Title Company as escrow agent as a deposit hereunder (hereinafter being referred to as the "Contract Deposit"). The Initial Title Company shall hold the Contract Deposit in escrow in an interest-bearing bank account. Any and all interest earned on the Contract Deposit shall become and be deemed to be a part of the Contract Deposit. If the transaction contemplated hereby does not close because of a default by Purchaser, then the Contract Deposit shall be paid to the Seller pursuant to, and in accordance with, the provisions of Section 4.C. hereof. In the event the transaction contemplated hereby does not close because of the inability or failure of Seller to fulfill Seller's obligations under this Agreement, the Contract Deposit shall be returned to Purchaser pursuant to, and in accordance with, the provisions of Section 4.A. hereof, unless Purchaser invokes the rights afforded Purchaser by virtue of Section 4.B. hereof. Notwithstanding the above, Purchaser may choose in its sole and absolute discretion by giving written notice to Seller, to terminate this Agreement for any reason until 5:00 p.m. EST on Monday, November 24, 1997, the end of the Purchaser's Review Period (as defined in Section 13B); whereupon the Contract Deposit shall be returned to the Purchaser and the parties shall have no further obligations to one another; (ii) At the Closing (as hereinafter defined in Section 8 hereof), the Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each paid by Purchaser's assumption of the following milestones existing debt financing encumbering the Property. The documents comprising the debt financing are an Amended and Restated Promissory Note, Amended and Restated Mortgage and Security Agreement (eachhereinafter referred to as the "Mortgage"), a “Base Milestone,” an Amended and collectivelyRestated Assignment in Lessor's Interest in Leases, an Unsecured Indemnity Agreement and miscellaneous documents, all dated January 10, 1997, and set forth on Exhibit Q hereto (hereinafter referred to as "Debt Financing Documents"), including the “Base Milestones”payment obligations under the Mortgage, which, as of September 30, 1997 is in the principal amount of Three Million Nine Hundred Fifty-Two Thousand, Three Hundred Thirty-One Dollars ($3,952,331.00) has been achieved by (hereinafter referred to as the Acquired Company on or prior to "Current Principal Balance"). Purchaser additionally shall pay the date difference between the Current Principal Balance and the outstanding principal balance of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In Mortgage on the event Purchaser delivers a Purchase Election Notice Closing Date, adjusted to reflect real estate tax escrows and any other reserves and escrows which remain in the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect possession of the MilestonesMortgagee after the Closing Date. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares Property is $1,300,000 (the "Purchase Price"), which as a contingency to Buyer's obligations hereunder must be supported by an MAI appraisal of the Property reasonably satisfactory to Buyer. Buyer shall have the right to review and approve such appraisal until no later than April 17, 1998. The appraisal shall be obtained by Buyer. If all conditions as outlined in this Agreement have been satisfied, on the Closing Date, Buyer shall disburse the following funds to the Closing Agent for the purchase of the Parcel: (a) $320,000 shall be disbursed to Sam's West, Inc. for purchase of the Parcel; (b) $10,000 will be calculated disbursed to the Seller for the reimbursement of the deposit on the Parcel and the acquisition/closing costs of the Parcel from Wal-Mart; Closing costs in connection with this transaction shall be paid as set forth in Section 1.6(b) below (the “Initial Purchase Price”)paragraph 12 herein. At the Closing, Purchaser The following funds shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary be disbursed in accordance with the instructions provisions of this Agreement on or before September 28, 1998 ("Second Funding") and such are subject to the following conditions being satisfied, the Tenant is not in material default under the Lease and Tenant having paid the first full months rent under the Lease: (a-1) $370,000 less interest accrued on the disbursement of $330,000 from the Closing Date until the latter of the Rent Commencement Date or up to and including the Second Funding Date or such date as the Closing Agent has received the Rent, as defined below. The net proceeds will be paid by Buyer to Seller on or after the Rent Commencement Date as set forth below provided that the Tenant has paid the first full months rent under the lease. Buyer shall give evidence to Seller five (5) days prior to the Second Funding that funds have been deposited with the Closing Agent in an interest bearing escrow account, and are available and ready for disbursement, subject to the conditions above. It is the intent of the parties that the initial first full months rent from the Tenant ("Rent") shall be deposited with the Closing Agent by the Tenant on or before September 28, 1998. Upon receipt of said Rent, the Closing Agent is instructed to, immediately on that day or the next business day, thereafter disburse the net proceeds, as defined above, due Seller, less any prorations and Seller's portion of the closing costs in connection with the Second Funding, provided that the Tenant is not in material default (as required above), the Tenant leasehold policy has been paid for by Seller (paragraph 12 herein), and the Seller is not in breach of any surviving representation or warranty (paragraph 15 herein), and disburse the Rent to Buyer to complete the Second Funding, without further consent or instruction from either Seller or Buyer, however Closing Agent will comply as instructed and set forth in the Notary Instruction Letter. Prior Buyer's closing instruction letter, said closing instruction letter to be prepared in accordance with this Agreement and in no event will supersede the transfer of business terms set forth herein, subject to a standard escrow agreement as required by the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon Closing Agent as possible after the Closing, but in any event within one (1) Business Day of the Closing Date. In the event the Closing Agent does not receive the Rent from the Tenant by October 15, 1998 or Buyer shall notify Seller and Closing Agent that Seller is in default hereunder or the Notary Tenant is in material default under the Lease, all funds deposited by Buyer in accordance with paragraph 6.01 (a-1) hereof including interest accrued thereon shall pay immediately be returned to Sellers the Upfront Payment, pursuant to the allocation Buyer. Closing costs in connection with this transaction shall be paid as set forth on Schedule A attached hereto (in paragraph 12 herein. The following funds shall be disbursed in accordance with the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each provisions of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form Lease attached hereto as Exhibit D with respect "C" ("Final Funding") and are subject to all conditions under the shares of Purchaser Common Stock issued to each Seller so electing. Lease being satisfied: (cb-1) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein 600,000 as the “Milestones.” (A) $5,000,000, provided "Construction Allowance" to be paid by Buyer to Tenant under the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except terms and conditions as provided for in Section 5.11 hereof; and (D) $5,000,000, provided ****, except the Lease attached hereto as provided in Section 5.11 hereofExhibit "C".

Purchase Price. (a) The initial purchase price for of the Shares will Property shall be calculated as set forth in Section 1.6(bNine Million Seven Hundred and Fifty Thousand Dollars ($9,750,000) below (the “Initial Purchase Price”). At the The Purchase Price shall be paid to Seller at Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds)plus or minus prorations and other adjustments hereunder, or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation manner set forth on Schedule A attached hereto (the “Proceeds Allocation”in Paragraph 2(b) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretobelow. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid as follows: (i) The Initial Purchase Price Within three (3) business days after the mutual execution and delivery hereof, Purchaser shall deposit with Chicago Title & Trust Company (“Escrow Holder”), to secure Purchaser’s performance hereunder, the sum of Seven Hundred Thousand Dollars ($700,000) (the “Deposit”). Simultaneously with their execution and delivery of this Agreement, Purchaser and Seller shall execute and deliver to the Escrow Holder, and shall cause the Escrow Holder to execute and deliver to Purchaser and Seller an escrow agreement in the form attached hereto and made a part hereof as Exhibit G (the “▇▇▇▇▇▇▇ Money Escrow”). Purchaser may elect to direct the Escrow Holder to invest the Deposit pursuant to Escrow Holder’s standard investment procedures, and any interest accruing thereon shall become part of the Deposit. Any investment fee or other cost charged by Escrow Holder in connection with any such investment of the Deposit shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) borne solely by Purchaser. After the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each expiration of the following milestones Due Diligence Period (each, a “Base Milestone,” and collectivelyas hereinafter defined), the Deposit shall be nonrefundable, except in the event of a default by Seller hereunder or as otherwise provided in this Agreement. In the event the sale of the Property as contemplated hereunder is consummated, the Deposit shall be delivered to Seller at the closing of the purchase and sale contemplated hereunder (the “Base MilestonesClosing”) has been achieved by and credited against the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Purchase Price. (ii) In The balance of the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and paid to Seller at the Closing in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesimmediately available funds. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) 7.1. The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below each Receivable that we purchase (the “Initial Purchase Price”). At ) pursuant to the Closing, Purchaser terms hereof shall transfer an be the invoice amount of cash (in United States dollars of immediately available funds)the Receivable, or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus less (i) the Escrow Amounts, returns (whenever made); (ii) selling discounts, credits or deductions of any kind allowed, granted to or taken by the Seller Funded Expenses Customer at any time; and (iii) our commission provided for in Section 6 hereof. No discount, credit or allowance with respect to any Purchased Receivable shall be granted by you, and no return of any Inventory related thereto shall be accepted by you without our prior written consent. A discount, credit or allowance may be claimed only by the Loan Amount (the “Upfront Payment”) Customer. All amounts deemed collected by us on Purchased Receivables pursuant to Section 7.2 below shall be paid by us to the third party account Collection Account on the Purchase Date. 7.2. Where the cause of non-payment of a Credit Approved Receivable which has become more than 120 days past due is solely the Customer’s Financial Inability to Pay, then upon your submitting a confirmatory sale and assignment of the Notary Receivable that is reasonably satisfactory to us, including a representation by you (with such supporting documents as we may reasonably request) that the warranties made by you under Sections 5.3 and 5.4 hereof are true and correct, the Receivable, to the extent of the then effective Credit Approval in accordance with the instructions terms of this Agreement, shall be purchased by us immediately thereafter and shall be deemed collected if it is not otherwise subject to Charge back to you under and in accordance with the Notary Instruction Letter. Prior to the transfer terms of the Seller Sharesthis Agreement (such date, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing “Purchase Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers We shall be bound by deposit the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock Purchase Price into the Collection Account in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock immediately available funds on the Qualified Stock Exchange on the Closing related Purchase Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) . In the event Purchaser delivers you may subsequently be required to disgorge any payment of a Purchase Election Notice Price for a Purchased Receivable from us for any reason, including, such payment being deemed a preferential transfer, then such Receivable shall thereafter no longer be a Purchased Receivable unless and until such amount is returned or repaid to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and you by us or our representatives in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesfull. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. 2.1 The purchase price (the "Purchase Price") payable for the Property Sold shall be the sum of Six Million Six Hundred Twenty-Five Thousand and no/100 Dollars ($6,625,000.00), adjusted as required by Section 2.2, to be paid by Buyer to Seller at Closing in cash or by wire transfer of immediately available federal funds and shall be allocated as set forth on Exhibit 2.01 hereof. (a) The initial purchase price Operation of Stations and use of the Property Sold, and any income or expenses attributable thereto, shall be for the Shares will Seller's account until Closing and thereafter shall be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”)for Buyer's account. At Closing all prepaid items (other than income taxes) that are received by Buyer or that will accrue to Buyer's benefit after Closing shall be prorated between Buyer and Seller as of Closing and the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoadjusted accordingly. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued The Purchase Price shall be equal to (x) reduced at Closing by the Upfront Payment less the then amount of any cash transferred Seller's liabilities listed and briefly described on Exhibit 2.02, which liabilities shall be assumed by Buyer at Closing pursuant to the Notary in respect of the Initial Purchase Price, divided by Assumption Agreements (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electinghereinafter defined). (c) The Initial Purchase Price shall If Buyer and Seller disagree as to the amount of any adjustment required by this Section 2.2, such disputed amount or amounts will be finally determined as follows:by Ernst & Young, and its fees and expenses shared equally by Buyer and Seller. 2.3 Pursuant to an escrow agreement of even date herewith (ithe "Escrow Agreement"), Buyer has deposited with Old National Trust Company, Evansville, Indiana ("Agent") The Initial Purchase Price shall cash in the amount of Two Million Four Hundred Thousand and No/100 Dollars ($2,400,000.00) (together with all income earned thereon, the "Deposit"), to be $45,000,000 plus, if applicable, any amounts payable held by the Agent pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period terms and (y) each conditions of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Escrow Agreement. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial total purchase price price, subject to adjustment in accordance with the terms of this Agreement, to be paid to Seller by Buyer for the Shares will Assets is $280,000,000 (the “Base Purchase Price”), with $14,000,000 of the Base Purchase Price (the “Deferred Purchase Price”) to be calculated paid to Seller post-Closing in accordance with Section 2.2(b). The Base Purchase Price shall be adjusted as set forth in Section 1.6(b) below 2.3 (as so adjusted, the “Initial Adjusted Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation The estimate set forth on Schedule A attached hereto 2.4 (which shall take into account the Deferred Purchase Price as set forth in Section 2.2(b)) constitutes the Dollar amount to be paid by Buyer to Seller at Closing by wire transfer of immediately available funds to an account designated by Seller (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationClosing Amount”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of During the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on 180 day period following the Closing Date; Date (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock“Deferred Period”), each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) for each of the first 14 ▇▇▇▇▇ spudded by Seller (or an Affiliate of Seller) as contract operator under the Contract Operating Services Agreement, Buyer shall pay Seller, within 10 Business Days of Buyer’s receipt of a written invoice from Seller following milestones (eachthe spud date, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date $1,000,000 of the Milestone Completion Notice: (B) and (C) The Acquired Company Deferred Purchase Price by wire transfer of immediately available funds to an account designated by Seller. If, at the end of the Deferred Period, any portion of the Deferred Purchase Price has successfully completed ***. (ii) In not been paid to Seller, Buyer shall pay Seller, within 10 Business Days of Buyer’s receipt of a written invoice from Seller following the event Purchaser delivers a Purchase Election Notice to end of the Sellers’ Representative during the Call Option Deferred Period, the Initial remaining portion of the Deferred Purchase Price shall be $35,000,000, and that has not been previously paid to Seller in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesaccordance with this Section 2.2(b). (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will Purchased Assets shall be calculated as set forth in $7,300,000, subject to adjustment pursuant to Section 1.6(b) below 2.06 hereof (the “Initial Purchase Price”). At the Closing, Purchaser which shall be paid at Closing by wire transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined funds as follows: (ia) The Initial Purchase Price Buyer shall be $45,000,000 plus, if applicable, any pay to Lenders the amounts payable pursuant owed by Seller to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of them under the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date Debt as of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** Closing Date (the “PatentDebt Payoff Amount”); (Cb) Buyer shall pay to Seller $10,000,000, provided ***, except as provided in Section 5.11 hereof4,800,000 minus the Debt Payoff Amount (the “Closing Purchase Price”); and (Dc) Buyer shall deposit $5,000,0002,500,000 (the “Escrow Amount”) into escrow with the Escrow Agent, provided ****to be held for the purpose of securing Seller’s indemnification obligations set forth herein and Seller’s obligations in both the Transition Services Agreement and the Hosting Agreement. $2,000,000 of the Escrow Amount shall be released to Seller immediately after Seller vacates the Site by removing all of the miners that Seller hosts for its clients, except and the remaining $500,000 of the Escrow Amount shall be released to Seller fifteen (15) days after Seller vacates the Site. Seller’s vacation from the Site is the sole condition for the release of the Escrow Amount to Seller, and Seller shall not be required to perform any other obligations to receive the Escrow Amount. Notwithstanding anything herein to the contrary, prior to any release of the Escrow Amount to Seller, amounts due and not separately paid by Seller as provided of the date of the release in Section 5.11 hereofconnection with Seller’s indemnification obligations set forth herein and Seller’s obligations in both the Transition Services Agreement and Hosting Agreement shall be paid from the Escrow Amount in accordance with the terms of the Escrow Agreement.

Purchase Price. (a) The initial purchase price for the Shares will be calculated Acquired Assets shall consist of the following parts disbursed as set forth in Section 1.6(bdescribed below or by mutually agreed equivalent means: (i) below (the “Initial Purchase Price”). At the Closing, Purchaser Buyer shall deliver to Seller by wire transfer in immediately available funds to an account designated in writing by Seller to Buyer prior to the Closing, the amount of FIVE HUNDRED THOUSAND A▇▇ ▇▇/▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇ $▇▇▇,▇▇▇.▇▇), less the Security Deposit and any accrued interest thereon; (ii) One (1) day prior to the Closing, Buyer and Seller shall deliver to the Escrow Agent a Mutual Consent Notice (as defined in the Escrow Agreement), instructing the Escrow Agent to wire on the Closing Date the amount of the Security Deposit, plus any interest accrued thereon, to the account of Seller as designated in the Mutual Consent Notice. (iii) At Closing (as defined below), Seller shall wire transfer from the operating bank account to an account of its designation an amount equal to one third of the difference between cash on hand and the unpaid trade payables accrued in the normal course of business during the Post Petition Period (such trade payables to include the payment of post-petition compensation owed to employees). One (1) day prior to the Closing, Seller shall deliver to Buyer; (a) a statement of cash (and cash equivalents) on hand in United States dollars all accounts; (b) an itemized good faith estimate of immediately available funds), or common stock, par value $0.001 per share, all unpaid trade payables accrued in the normal course of Purchaser business during the Post Petition Period; (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (ic) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account a determination of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior amount to the transfer be transferred hereunder. (iv) For a period of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day year from the Closing Date the Seller shall be paid one third of the Closing Datenet cash amount collected by Buyer from trade receivables recorded by Seller prior to Closing, provided that such receivables are due for product shipped and services performed prior to Closing. Additionally, if not shipped and invoiced prior to Closing, the Notary Seller shall pay to Sellers be paid one third of the Upfront Paymentnet cash amount collected by Buyer on the shipment of product shown in the Gemini/Navy sales orders: SO13752, pursuant SO13885 and SO14020A, provided that shipment and invoicing to the allocation set forth customer is completed on Schedule A attached hereto (or before March 31st 2002. Seller agrees to use best efforts to ship and invoice the “Proceeds Allocation”) and Gemini/Navy sales orders at the earliest date practicable if not completed prior to the bank accounts or brokerage accounts so indicated by the SellersClosing. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative Such sums shall notify Purchaser be wire transferred within five (5) Business Days working days of any such changesknown, and shall deliver confirmed receipt by Buyer to Purchaser an updated Proceeds Allocation executed account designated in writing by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoSeller. (bv) If Purchaser elects to issue shares For a period of Purchaser Common Stock in respect of some or all five (5) years from the Closing Date the Seller shall be paid one third of the Upfront Payment, then: (i) prior to such issuance and upon request net cash amount collected by PurchaserBuyer on the DEC/Cabletron Lawsuit which Openroute Networks Incorporated, (Anow merged into Nx Networks, Inc.) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request filed in April 1998 against Digital Equipment Corporation for purposes breach of exempting the issuance of such shares from the registration requirements a Source Code Licensing Agreement, net of the Securities Act and (B) contingency payment made to the number of shares of Purchaser Common Stock to be issued attorneys previously approved by the Bankruptcy Court. Such sums shall be equal wire transferred within five (5) working days of confirmed receipt by Buyer to (x) an account designated in writing by Seller. Nothing in this Agreement is intended to affect the Upfront Payment less the amount of any cash transferred to the Notary in respect payment rights of the Initial Purchase PriceDebtor's counsel Brown, divided by (y) Rudnick, Freed & Gemser, P.C. in the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved DEC/Cabletron Lawsuit previously approved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Bankruptcy Court. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The purchase price for (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(bSale Portfolio Sold on the Closing Date to the Purchaser and (b) below each Sale Portfolio Sold after the Closing Date to the Purchaser (collectively, the “Initial Purchase Price”). At ) shall be the Closing, Purchaser shall transfer an amount value thereof as determined by the board of cash (in United States dollars directors of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions 1940 Act (but in the Notary Instruction Letterno event at less than fair market value). Prior to The Purchase Price paid in connection with the transfer of the Sale Portfolio from the Seller Shares, to the Notary Purchaser shall hold consist of (i) Cash paid by the Upfront Payment Purchaser to the Seller on behalf the date hereof and (ii) a Contribution made by the Seller to the Purchaser in respect of Purchaser. After the Interests or (iii) solely in the case of the transfer of the Sale Portfolio from the Seller Sharesto the Purchaser on the Closing Date, the Notary shall hold the Upfront Payment on behalf a beneficial interest in all of the SellersClass C Notes and the Class D Notes issued by the Purchaser on the date hereof. As soon as possible after To the Closing, but in any event within one (1) Business Day extent that such Cash and such Class C Notes and Class D Notes so paid on the date hereof is less than the Purchase Price of the Sale Portfolio purchased on the Closing Date, the Notary difference shall pay to Sellers be deemed a capital contribution from the Upfront Payment, pursuant Seller to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) Interests the closing price of Seller holds in the Purchaser Common Stock on the Qualified Stock Exchange on date hereof. After the Closing Date; (ii) , to the extent that the Upfront Payment consists of cash and Purchaser Common Stockpaid for any Sale Portfolio is less than the fair market value thereof, each the difference will be deemed to be a capital contribution made by Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. Interests the Seller holds in the Purchaser. The Purchase Price paid for any Sale Portfolio acquired by the Purchaser on any Purchase Date pursuant to this Agreement may be paid in a combination of (iiii) In addition immediately available funds and/or (ii) a capital contribution by the Seller to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesPurchaser.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price for the Shares will be calculated as set forth in Section 1.6(b) below Purchased Assets is $860,000 (the “Initial Purchase Price”). At , plus the Closing, Purchaser shall transfer an assumption of the Assumed Liabilities (other than the principal amount of cash (in United States dollars of immediately available fundsthe EIDL), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of At Closing, Buyer shall pay the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Buyer shall pay an amount equal to $355,000, minus the Purchase Price Advance Amount; minus the Indemnity Holdback Amount, minus the Cash Bulk Sales Holdback Amount (the “Cash Payment”) by wire transfer to Seller of immediately available funds in accordance with the wire transfer instructions set forth in Schedule 1.04 of the Disclosure Schedules, and (ii) Buyer shall issue to the persons listed on Schedule A of the Disclosure Schedules (the “Stock Recipients”) a number of shares of Buyer’s common stock, par value $0.00001 (the “Buyer Shares”), calculated by dividing the Buyer Stock Value by the Buyer Share Price and rounding down to the nearest whole share number. “Buyer Share Price” shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) determined as the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each midpoint of the following milestones (each, a “Base Milestone,” open and collectively, closing sale price of Buyer’s common stock on the “Base Milestones”) has been achieved by Nasdaq Composite as of the Acquired Company on or date immediately prior to the date of the Milestone Completion Notice: Closing. “Buyer Stock Value” shall equal the difference of (Bi) and (C) The Acquired Company has successfully completed ***. $505,000 minus (ii) In the event Purchaser delivers a Purchase Election Notice principal and interest amount of the EIDL outstanding as of the Closing Date. On the Closing Date and until the end of the Bulk Sales Holdback Period, Buyer shall retain and hold back $40,000 worth of Buyer Shares (rounded down to the Sellers’ Representative during the Call Option Periodnearest whole share, the Initial Purchase Price “Stock Bulk Sales Holdback Amount”) from being transferred to the Stock Recipients at Closing, pursuant and subject to the provisions of Section 1.08. The Stock Recipients shall be $35,000,000, and in no event shall execute a joinder to this Agreement for the Purchaser be obligated to pay Sellers any amounts in respect purposes of the Milestones. (iii) In addition to the amounts specified representations and warranties set forth in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 3.17 hereof.

Purchase Price. (a) 3.1 The initial purchase price Purchase Price for the Sale Shares will be calculated as set forth in Section 1.6(b) below (shall comprise part of the “Initial Purchase Price”). At Completion Payment, the Closing, Purchaser shall transfer an amount whole of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses Amount and (iii) the Loan Amount (the “Upfront Payment”) to the third party account some of the Notary Consideration Shares, subject to adjustment in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer remaining provisions of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on this clause 3 and Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, 4 and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined satisfied as follows: 3.1.1 the payment by the Buyer of part of the Completion Payment to the Sellers in cash on Completion in the amounts set out opposite their respective names in column 6 of Schedule 1 in accordance with clause 3.5; 3.1.2 the payment by the Buyer of the Escrow Amount into the Escrow Account on Completion; and 3.1.3 the issue to certain of the Sellers by the Buyer on Completion of the Consideration Shares (icredited as fully paid and to be allocated to the Sellers in the amounts set opposite their respective names in column 4 of the table in Schedule 1). 3.2 Following Completion, the parties shall procure that the Completion Accounts and the Completion Statement are prepared and agreed or determined (as the case may be) The Initial Purchase Price in accordance with Schedule 4. 3.3 Following the agreement or determination of the Completion Accounts, the Completion Payment shall be $45,000,000 plussubject to adjustment (Completion Adjustment), such that if there is a Deficit or an Excess, then the provisions of clause 3.4 shall apply. For the avoidance of doubt, if applicablethe Completion Adjustment produces neither a Deficit nor an Excess, any amounts payable pursuant then no payment will be required to Section 1.6(c)(iii) if (x) be made. 3.4 On or before the Sellers’ Representative delivers a Milestone Completion Notice Adjustment Date: 3.4.1 an amount equal to the Purchaser during Deficit shall be paid by the Put Option Period and Sellers (yin the proportions set out opposite their respective names in column 3 of Schedule 1) each to the Buyer, such payment to be made on or before the Adjustment Date, in cash by electronic transfer to such account of the following milestones (each, a “Base Milestone,” and collectively, Buyer or the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice Buyer’s Solicitors as is notified to the Sellers’ Representative during by or on behalf of the Call Option PeriodBuyer no later than two Business Days before the due date for payment; or 3.4.2 the Buyer shall pay to the Sellers (in the proportions set out opposite their respective names in column 3 of Schedule 1) an amount equal to the Excess, such payment to be made on or before the Adjustment Date in accordance with clause 3.5. 3.5 All payments to be made to the Sellers under this agreement shall be made in US Dollars by electronic transfer of immediately available funds to the Sellers’ Solicitors (who are irrevocably authorised by the Sellers to receive the same). Payment to the Sellers’ Solicitors in accordance with this clause shall be a good and valid discharge of the obligations of the Buyer to pay the sum in question to the Sellers, and the Buyer shall not be concerned to see to the application of the monies so paid. 3.6 For the purposes of the Completion Accounts, the Initial Completion Statement, the Completion Adjustment and for all other purposes under this agreement, the rate of exchange to be applied shall be Barclays Bank Plc’s spot rate for the purchase of US Dollars with Sterling or the purchase of Sterling with US Dollars (as the case may be) immediately before the close of business on the date of this agreement. 3.7 The provisions of Schedule 10 shall apply in relation to the Consideration Shares. 3.8 The Purchase Price shall be $35,000,000, and in no event shall deemed to be reduced by the Purchaser be obligated amount of any payment made to pay Sellers any amounts the Buyer:- 3.8.1 in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, Warrantors for each and any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereofClaim; and 3.8.2 in respect of the Sellers for each and any claim for breach of each and any Title Warranty. 3.9 The Sellers hereby appoint ▇▇▇▇▇ ▇▇▇ to act as their representative in relation to the determination of the Completion Adjustment pursuant to Schedule 4. Following Completion, the Sellers may appoint such other Seller as shall be agreed in writing by a simple majority of the Sellers and notified to the Buyer. 3.10 If a Sellers’ Representative appointed under clause 3.9 dies or becomes unwilling to act or incapable of acting, the Sellers shall appoint such other Seller as may be agreed in writing by a simple majority of the Sellers and notified to the Buyer. 3.11 The agreement, or deemed agreement, of the Sellers’ Representatives in accordance with Schedule 4 shall be binding on all of the Sellers and the Warrantors hereby agree that the agreement, or deemed agreement, of the Sellers’ Representative in relation to the Escrow Account or in respect of any Claim shall be binding on the Sellers or the Warrantors (D) $5,000,000, provided ****, except as provided the case may be). 3.12 ▇▇▇▇▇▇ ▇▇▇▇ acknowledges that the Buyer shall deduct from the element of the Completion Payment due to him:- 3.12.1 an amount on account of any income tax and/or National Insurance liability attributable to him in Section 5.11 hereof.respect of the exercise of his EMI options at a discount to market value. The Buyer shall pay such amount to the Company on account of such any income tax and/or National Insurance liability; and

Purchase Price. (a) The initial aggregate purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At ) for the Closing, Purchaser Assets shall transfer an amount of cash be Sixty Four Million and No/100 Dollars (in United States dollars of immediately available funds$64,000,000.00), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal subject to the Initial Purchase Price minus prorations and further adjustments as provided for in this Agreement, and as reduced by the outstanding Loan Balance (idefined below) of the Escrow AmountsFNMA multifamily mortgage loan made by Compass Bank, (ii) the an Alabama banking corporation, to Seller Funded Expenses and (iii) the Loan Amount (the “Upfront PaymentBon Air Loan”) which loan is secured by that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded in Deed Book 9833, Page 235, Clerk’s Office, Circuit Court, Chesterfield County, Virginia (as amended and/or assigned, the “Bon Air Mortgage”) to the third party account mortgagee of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller SharesBon Air Mortgage and its servicer (collectively, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds AllocationLender”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects Attached to issue shares of Purchaser Common Stock in respect of some or all this Agreement as Schedule 1.4 is a list of the Upfront Payment, then: (i) prior to such issuance loan documents entered into by the Sellers and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations their respective Affiliates in connection with the Bon Air Loan and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred delivered to the Notary in respect of the Initial Purchase Price, divided by Lender (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,Loan Document” and collectively, the “Base MilestonesLoan Documents”) has been achieved by ). The Sellers hereby represent and warrant that they have delivered to Purchaser a true, correct and complete copy of each of the Acquired Company on or prior Loan Documents. As used in this Agreement, the term “Loan Balance” shall mean the then-applicable outstanding principal balance, escrows, deposits, reserves, and all accrued but unpaid interest, charges and fees then outstanding with respect to the date of the Milestone Completion Notice: (B) and (C) Bon Air Loan. The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000paid, in part, by Purchaser’s assumption of, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i)and their respective Affiliates and guarantors release from their obligations under, the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones Loan Documents (each an “Additional Milestone,” and collectively the “Additional MilestonesLoan Assumption”) has been achieved , and with the Bon Air Loan actually assumed by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be Purchaser being referred to herein as the “Milestones.Assumed Debt” ). On or before the Effective Date, the Sellers shall deliver to Purchaser a list of the relevant contact information for the Lender, and thereafter Purchaser shall submit to Lender an application requesting approval of an assignment of the Bon Air Loan and the Loan Documents to Purchaser, the release of the Sellers and any of the guarantors of the Bon Air Loan from the same (A) $5,000,000subject to the limitations stated in this Section 1.4), provided and the Acquired Company has successfully completed the ***; (B) $5,000,000assumption by Purchaser of same, provided the Acquired Company is issued a patent *** all on terms reasonably satisfactory to Purchaser (the “PatentLoan Assumption Request”); . In the event any of the Sellers is advised by Lender that it wishes Purchaser to deal directly with Lender, the Sellers (Cfor themselves and on behalf of their respective Affiliates) $10,000,000hereby provide all required consents to such action. Each of Purchaser, provided ***the Sellers shall (and the Sellers shall cause their respective Affiliates to) promptly supply Lender with all information and documents reasonably requested by Lender that are necessary to submit, except as provided evaluate and process the Loan Assumption Request, and the Sellers shall (and the Sellers shall cause their respective Affiliates to) reasonably cooperate with Purchaser and Lender in Section 5.11 hereof; and the processing of the Loan Assumption Request. In addition, at Seller’s sole cost and expense, Seller shall prepare and deliver all commercially reasonable and customary legal opinions relating to its authority and authorization, and shall execute and deliver to the appropriate parties all commercially reasonable and customary documents and instruments required of the Sellers and their respective Affiliates by Lenders in connection with the Loan Assumption (D) $5,000,000the “Seller Loan Assumption Documents”), provided ****, except as provided in Section 5.11 hereofand the foregoing shall be included within the meaning of “Seller Closing Documents” that Seller is required to deliver under this Agreement.

Purchase Price. (a) The initial In consideration for the sale of the Assets to Buyer, the purchase price for the Shares will Assets shall be calculated as set forth in Twenty Million Dollars ($20,000,000.00), subject to adjustment pursuant to Section 1.6(b) below 2.2 (the “Initial Purchase Price”). At The Purchase Price shall be paid at Closing by wire transfer pursuant to the written instructions of Seller delivered to Buyer at least three (3) business days prior to the Closing, Purchaser shall transfer an amount as follows: (a) Pursuant to the terms and conditions of cash a mutually agreeable Escrow Agreement (in United States dollars of immediately available funds)the “Escrow Agreement”) among Buyer, Seller and either U.S. Bank or common stock▇▇▇▇▇ Fargo, par value $0.001 per share, of Purchaser as selected by Seller (the “Purchaser Common StockEscrow Agent”), Buyer shall deposit in escrow with the Escrow Agent in cash an amount equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount $2,500,000.00 (the “Upfront PaymentEscrow Deposit”) to be held by the third party account of Escrow Agent in an escrow fund (the Notary in accordance with the instructions in the Notary Instruction Letter. Prior “Escrow Deposit Fund”) pursuant to the transfer terms of this Agreement and the Seller SharesEscrow Agreement. The Escrow Agreement shall provide that, if no claim has been made by the Notary shall hold the Upfront Payment on behalf six (6) month anniversary of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but $500,000 of the Escrow Deposit shall be immediately released to the Seller (or distributed to Seller’s shareholders if the Seller so directs the Escrow Agent). All amounts, including accrued interest, remaining in any event within one (1) Business Day the Escrow Deposit Fund shall be distributed to Seller on the first anniversary of the Closing Date, except for amounts required to satisfy Buyer’s claims, which shall be retained in the Notary Escrow Deposit Fund until such claims have been paid or settled. The Escrow Deposit Fund and all interest on, or other proceeds (the “Earnings”) of, the Escrow Deposit Fund shall pay be available to Sellers satisfy any amounts owed by Seller to Buyer or the Upfront Payment, Buyer Indemnified Parties pursuant to Article 9 of this Agreement and will be paid pursuant to the allocation set forth on Schedule A attached hereto (terms of the “Proceeds Allocation”) Escrow Agreement. The Escrow Deposit Fund shall be released and applied in accordance with the terms of this Agreement and the Escrow Agreement. The parties agree that any Taxes related to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers Earnings shall be bound paid by the Proceeds Allocation set forth on Schedule A attached heretoSeller. (b) If Purchaser elects Buyer shall pay to issue shares Seller the sum of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: Seventeen Million Five Hundred Thousand Dollars and No Cents (i$17,500,000.00) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “PatentClosing Payment”); (C) $10,000,000, provided ***, except as provided plus or minus the Net Working Capital Adjustment determined in accordance with Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof2.2.

Purchase Price. In consideration of the sale, transfer, assignment, conveyance and delivery by Seller and the Subsidiaries of the Purchased Assets to Buyer, and in addition to assuming the Assumed Liabilities, and the other transactions contemplated hereby, Buyer shall pay to Seller an aggregate amount equal to Thirty Million U.S. Dollars (US $30,000,000) (the “Purchase Price”), as follows: (a) On the Closing Date, Buyer shall pay to Seller Sixteen Million U.S. Dollars (US $16,000,000) in cash by wire transfer of immediately available funds to an account in the United States designated by Seller’s written instructions to Buyer at least two (2) Business Days prior to the Closing Date. (b) Subject to the Taiwan Approvals (as hereinafter defined) and the terms of the escrow described below, promptly following the Closing Date, Buyer shall use commercially reasonable best efforts to deliver to Seller registered shares of Buyer’s publicly traded Common Stock (“Shares”) worth US $14,000,000 as provided below. On the Closing Date, Buyer shall deposit Fourteen Million U.S. Dollars (US $14,000,000) (the “Escrow Amount”) into an interest-bearing escrow account established by the parties at Citibank or such other escrow agent mutually agreed by the parties (the “Escrow Agent”). The initial purchase price Escrow Amount shall be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement in order to (i) compensate Buyer for any Losses (as hereinafter defined) incurred in connection with the Agreement and the transactions contemplated hereby, and (ii) serve as a guaranty for Buyer’s obligation to issue Shares to Seller. The issuance of Shares by Buyer is contingent upon, among other things, the receipt by Buyer of the appropriate Taiwanese Governmental Body approval relating to the Shares will be calculated as set forth (the “Taiwan Approvals”). (c) If Seller obtains the Taiwan Approvals on or before the date that is nine (9) months from the Closing Date, then Seller and Buyer shall immediately notify Escrow Agent in Section 1.6(baccordance with the terms of the Escrow Agreement to release Seven Million U.S. Dollars (US $7,000,000) below of the Escrow Amount (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Stock Payment”) to Buyer on the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within date that is five (5) Business Days from the date of receipt of notice by the Escrow Agent (the “Initial Share Delivery Date”). Upon receipt of the Initial Stock Payment, Buyer shall then issue and deliver to Seller on the Initial Share Delivery Date such number of Shares that equals the Initial Stock Payment converted into New Taiwan Dollars (“NT$”) based on the Conversion Rate (as hereinafter defined) divided by the Buyer Common Stock Market Price as of the Initial Share Delivery Date. Five (5) Business Days after the date that is nine (9) months from the Closing Date (the “Final Share Delivery Date”), Escrow Agent shall release to Buyer an amount equal to Seven Million U.S. Dollars (US $7,000,000) plus any such changesaccrued interest, minus any amounts paid for any Losses incurred in connection with the Agreement, and minus any amounts for which a claim for Losses was made by Buyer under this Agreement and such claim is pending (the “Final Stock Payment”). Upon receipt of the Final Stock Payment, Buyer shall then issue and deliver to Purchaser an updated Proceeds Allocation executed Seller on the Final Share Delivery Date such number of Shares that equals the Final Stock Payment converted into NT$ based on the Conversion Rate divided by the Buyer Common Stock Market Price as of the Final Share Delivery Date (each of the Sellers (Initial Share Delivery Date and the Final Share Delivery Date, a “Revised Proceeds AllocationDelivery Date”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (bd) If Purchaser elects Seller fails to issue shares of Purchaser Common Stock obtain the Taiwan Approval on or before the date that is nine (9) months from the Closing Date, then Seller and Buyer shall immediately notify Escrow Agent in respect of some or all accordance with the terms of the Upfront PaymentEscrow Agreement to release to Seller the Escrow Amount plus interest accrued thereon, then:minus any amount paid to Buyer for any Losses incurred in connection with the Agreement and the transactions contemplated hereby and minus any amount for which a claim for Losses was made by Buyer under this Agreement and such claim is still pending. (e) As used in this Section 2.3, (i) “Buyer Common Stock Market Price” shall mean the price per share of the Common Stock determined by reference to the average last reported sale price on the Taiwan Stock Exchange (“TSE”) for the Common Stock for the ten (10) trading days ending two (2) Business Days prior to such issuance the relevant Delivery Date, and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) “Conversion Rate” shall mean the exchange rate of US $1.00 to NT$ on the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and date two (iii2) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or Business Days prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except relevant Delivery Date as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereofby Citibank.

Purchase Price. (a) The initial purchase price for is the Shares will be calculated as set forth sum of N$ ( Namibian Dollar ) payable in Section 1.6(b) below (Namibian monetary currency free of any deductions whatsoever by the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal PURCHASER to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined SELLER as follows: (i2.1 A non refundable deposit in the amount of N$ 50 ▇▇▇,▇▇ ( ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Dollars) The Initial Purchase Price within 3 days from date of signature of this agreement, which deposit shall be $45,000,000 pluspaid into the trust account of the Conveyancers. Such deposit shall be forfeited by the PURCHASER if he/she does not proceed with this transaction for whatever reason, if before the suspensive conditions have been fulfilled. The deposit shall be invested on an interest bearing account with the interest for the benefit of the PURCHASER. The PURCHASER hereby authorizes the Attorneys in terms Section 26(3) of the legal Practitioners Act to invest the deposit in such interest bearing account. In the event the PURCHASER cancels this Agreement for whatsoever reason, after the fulfillment of the suspensive conditions as per clause 5 , then Clause 10 hereof shall be applicable. In the event the PURCHASER cancels this Agreement as a result of the breach of contract of the SELLER hereof, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice PURCHASER shall not forfeit the deposit paid. 2.2 The deposit and the balance of the purchase price shall be paid to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company SELLER on or prior to the date of registration of transfer of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***property into the name of the PURCHASER, subject to clause 2.1 in terms of which the deposit can be paid to the SELLER upon the termination of this Agreement. (ii) In the event Purchaser delivers a Purchase Election Notice 2.3 All and any payments to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price be effected in terms of this Agreement shall be $35,000,000made free of exchange in Namibia Dollars at Windhoek, and in no event shall without deduction or set off at the Purchaser be obligated to pay Sellers any amounts in respect address of the Milestones. (iii) In addition Conveyancers as appointed in Clause hereof or at such other address or to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein such a person as the “MilestonesSELLER may nominate in writing.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Purchase Price for each Receivable originated or acquired by the Shares will Seller on or after the date of this Agreement shall be calculated as set forth due and payable in Section 1.6(b) below full by the Buyer to the Seller or its designee on the related origination or acquisition date (except that the “Initial Buyer may offset against any such Purchase Price”Price any amounts owed by the Seller to the Buyer hereunder which have become due but remain unpaid). At The Purchase Price for each Receivable shall be paid to the Closing, Purchaser shall transfer an amount of cash Seller in the manner provided in the following paragraphs (in United States dollars of immediately available fundsb), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”c), equal to (d) and (e). In connection with the Initial payment of the Purchase Price minus (i) the Escrow Amountsfor any Receivable purchased hereunder, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds AllocationBuyer such approvals, Sellers shall be bound by opinions, information, reports or documents as the Proceeds Allocation set forth on Schedule A attached heretoBuyer may reasonably request. (b) If Purchaser elects to issue shares On each Settlement Date, the Buyer shall pay the Purchase Price for each Receivable originated or acquired by the Seller on or after the date of Purchaser Common Stock this Agreement in respect of some or all of accordance with Section 2.03(d) and (e) and in the Upfront Payment, thenfollowing manner: (i) prior first, by delivery of immediately available funds, to such issuance and upon request by Purchaser, the extent of funds available to the Buyer from (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting a borrowing under the issuance of such shares from the registration requirements of the Securities Act and Credit Agreement, (B) the number of shares of Purchaser Common Stock Collections with respect to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred Receivables previously sold to the Notary in respect Buyer which are available to the Buyer under the terms of the Initial Purchase PriceCredit Agreement, divided by or (yC) the closing price of the Purchaser Common Stock other cash on the Qualified Stock Exchange on the Closing Datehand; (ii) second, by delivery of the proceeds of a subordinated revolving loan from the Seller to the extent Buyer (a “Subordinated Loan”); provided that the Upfront Payment consists making of cash and Purchaser Common Stock, each Seller any such Subordinated Loan shall receive be subject to the same proportion of cash and Purchaser Common Stock as each other Sellerprovisions set forth in below; and (iii) at each Seller’s sole electionthird, Purchaser shall execute unless the True-Up Amortization Date has occurred, by accepting a contribution to its capital pursuant to the Subscription Agreement in substantially the form attached hereto as Exhibit D with respect an amount equal to the shares remaining unpaid balance of Purchaser Common Stock issued to each Seller so electingsuch Purchase Price. (c) The Initial Purchase Price shall amount that can be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable borrowed by the Buyer pursuant to Section 1.6(c)(iiiclause (ii) if of paragraph (xb) the Sellers’ Representative delivers a Milestone Completion Notice above is limited to the Purchaser during amount that could be borrowed without causing the Put Option Period Net Worth to be less than the Required Capital Amount. The Seller is hereby authorized by the Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and (y) amount of each advance thereunder, as well as the date of each payment with respect thereto; provided that any failure by the Seller to make any such notation shall not affect any obligation of the following milestones (each, a “Base Milestone,” and collectivelyBuyer thereunder. Subject to the limitations set forth in the second preceding sentence, the “Base Milestones”) has been achieved Seller irrevocably agrees to advance each Subordinated Loan requested by the Acquired Company Buyer on or prior to the Facility Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which the Buyer is not required by the terms of the Credit Agreement to set aside for the benefit of, or otherwise pay over to, the Lenders, the Administrative Agent, or any other Person. The Seller shall provide upon request to the Buyer or the Administrative Agent a report with respect to any Settlement Date setting forth the portion, if any, of the related Purchase Price paid pursuant to a Subordinated Loan and the portion, if any, of the related Purchase Price treated as a contribution to capital. (d) On each day prior to the Amortization Date (unless the Buyer or the Administrative Agent shall otherwise direct), the Buyer may permit the Seller to retain all or a specified portion of the Collections received with respect to the Receivables purchased or acquired by the Buyer hereunder, it being understood that any such Collections in the possession of the Seller or the Buyer must be applied in accordance with the Credit Agreement and are made available to the Buyer at the discretion of the Administrative Agent. Any such Collections so retained by the Seller (“Applied Collections”) shall, on and as of the date of receipt thereof, (i) first, be deemed to have been applied towards the Milestone Completion Notice: Purchase Price of any Receivables originated or acquired by the Seller and sold to the Buyer on such date, to the extent of any such Purchase Price, (ii) second, to the extent of any remaining balance, be deemed to have been applied toward the Purchase Price of any other Receivables originated or acquired by the Seller during the preceding Calculation Period and in respect of which the Purchase Price shall not theretofore have been paid, to the extent of any such Purchase Price, and (iii) third, to the extent of any remaining balance, be held in trust by the Seller for the benefit of the Buyer until the earlier to occur of (A) application toward the Purchase Price for any Purchase occurring on any later date and (B) and (C) The Acquired Company has successfully completed ***the next following Settlement Date, in which case such amount shall be remitted to the Buyer. (iie) In Although the event Purchaser delivers a Purchase Election Notice Price for each Receivable originated or acquired by the Seller on or after the date of this Agreement shall be due and payable in full by the Buyer to the Sellers’ Representative during Seller on the Call Option Periodrelated origination or acquisition date, the Initial and although payment of each Purchase Price shall be $35,000,000made from Applied Collections, to the extent available, as provided in paragraph (d) of this Section, final settlement of each Purchase Price between the Buyer and in no event the Seller shall be effected on a monthly basis on each Settlement Date with respect to all Receivables originated or acquired by the Purchaser Seller during the second preceding Calculation Period. On each Settlement Date, the Buyer and the Seller shall cause a reconciliation to be obligated to pay Sellers any amounts made in respect of all Purchases made during the Milestones. second preceding Calculation Period. To the extent that the aggregate amount of Applied Collections retained by the Seller during such Calculation Period was less than the aggregate Purchase Price in respect of all Purchases made by the Buyer during such Calculation Period, the Buyer shall pay the balance due in respect of such aggregate Purchase Price in the manner described in paragraph (iiib) In addition of this Section. To the extent that the aggregate amount of Applied Collections retained by the Seller during such Calculation Period was greater than the aggregate Purchase Price in respect of all Purchases made by the Buyer during such Calculation Period, the Seller shall turn over such excess to the amounts specified Buyer either by remitting such excess in Section 1.6(c)(i)immediately available funds to the Buyer or by reducing the outstanding balance of the Subordinated Loans in an amount equal to such excess, the Initial or a combination of both. Although final settlement of each Purchase Price shall be increased effected on each Settlement Date, any increase or decrease in the amount owing under the Subordinated Note made pursuant to paragraph (b) of this Section and any contribution of capital by the following amounts if, in addition Seller to the Base Milestones, any Buyer made pursuant to paragraph (b) of this Section shall be deemed to have occurred and shall be effective as of the following milestones last Business Day of the second preceding Calculation Period. (f) At all times prior to the Amortization Date, notwithstanding any delay in the making of any payment of the Purchase Price in respect of any Purchase, all of the Seller’s right, title and interest in, to and under each an “Additional Milestone,” Receivable shall be sold or contributed, as applicable, to the Buyer effective immediately and collectively automatically upon the “Additional Milestones”) origination or acquisition of such Receivable by the Seller, without any further action of any type or kind being required on the part of any Person. The monthly settlement and reconciliation contemplated in this Section has been achieved by devised solely for the Acquired Company prior to delivery administrative convenience of the Milestone Completion Notice. The Base Milestones parties hereto, and the Additional Milestones shall together be referred Buyer and the Seller may agree at any time to herein as the “Milestoneseffect settlement and reconciliation on a more (but not less) frequent basis.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. The purchase price (the "PURCHASE PRICE") for the Assets shall be payable as follows: (a) Six Hundred Ninety-one Thousand Dollars ($691,000), minus the Closing Date Debt as described on Schedule 3.19. The initial purchase price for Purchase Price shall be paid in cash by wire transfer or check payable in clearinghouse funds at Closing. The cash portion of the Shares Purchase Price paid at the Closing will be calculated based on Schedule 3.19 as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At delivered at the Closing, Purchaser shall transfer an amount of cash . Buyer and Sellers acknowledge that there will be accounts receivable and accounts payable that cannot be accurately reconciled until after the Closing Date. Within ninety (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i90) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible days after the Closing, but in any event within one (1) WCI and the Sellers shall determine the accounts payable and receivable for the Business Day of that relate to the period prior to and including the Closing Date and that relate to the period after the Closing Date. Sellers shall be entitled to accounts receivable for services rendered prior to and including the Closing Date and Buyer shall be entitled to accounts receivable for services rendered after the Closing Date. Sellers shall be liable for accounts payable that relate to products or services delivered to Sellers prior to or on the Closing Date, and Buyer shall be liable for accounts payable that relate to products or services delivered to Buyer after the Notary shall pay Closing Date. Buyer and Sellers will make available to Sellers the Upfront Payment, pursuant each other all records relating to the post-closing calculation and allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) of accounts receivable and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretopayable. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers WCI shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes the Sellers a non-interest bearing Installment Note (the "NOTE") in the aggregate principal amount of exempting the issuance of such shares from the registration requirements of the Securities Act and Twelve Thousand Dollars (B) the number of shares of Purchaser Common Stock to be issued $12,000), which Note shall be paid in twelve (12) equal to monthly installments of One Thousand Dollars (x$1,000) the Upfront Payment less the amount of any cash transferred to the Notary and shall be substantially in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as of Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.1.4

Purchase Price. (a) The initial In consideration of Seller's representations, warranties and agreements hereunder and Buyer's purchase price for of the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the ClosingAssets, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds)Buyer, or common stockits designee, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal shall pay to the Initial Purchase Price minus Seller (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers sum of Five Million ($5,000,000) Dollars, less the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto amount of any Exclusive Negotiation Payment (the “Proceeds Allocation”"INITIAL PAYMENT") and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation (ii) promptly after the Effective date that is six (6) months after the Closing Date, the Sellers’ Representative sum of One Million Five Hundred Thousand ($1,500,000) Dollars (the "POST CLOSING PAYMENT" and, together with the Initial Payment, the "PURCHASE PRICE"). The Purchase Price shall notify Purchaser be reduced by the Purchase Price Reduction. (b) On or prior to December 15, 1998 (or, if earlier, the Closing Date), Seller shall deliver to Buyer a statement setting forth (i) the number of Active Subscribers and Total Subscribers and (ii) the number of HTML E-Mails opened by Subscribers, during the period from and including November 1, 1998 to and including December 15, 1998 (the "STATEMENT"). Buyer shall have the right to review the Statement and to directly, or through an independent accounting firm retained by Buyer, audit the records of the Seller upon reasonable notice, during normal business hours, in order to verify the accuracy of such Statement. If Buyer does not object to any items contained in the Statement within five (5) Business Days of any such changesdays after receipt thereof, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers Statement shall be bound final and binding on the parties. In the event Buyer objects to any items contained in the Statement, Buyer and Seller shall attempt in good faith to resolve such objections and, if so resolved, the Statement shall be deemed modified to reflect the agreed resolution. If, after ninety (90) days, Buyer and Seller shall not be able to resolve such objections, Buyer and Seller shall submit such dispute for determination to a member of a "big five" accounting firm or representative from Niel▇▇▇ ▇/▇ro or a similar auditing firm located in New York, New York, satisfactory to both Buyer and Seller. The decision of such arbitrator shall be binding on the parties and upon such decision, the Statement shall be deemed modified to reflect such decision. The Purchase Price shall be reduced by an amount equal to the Proceeds Allocation set forth on Schedule A attached hereto. product obtained by multiplying (a) the Purchase Price by (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront PaymentReduction Ratio (the reduction as so calculated, then: the "PURCHASE PRICE REDUCTION"). The "REDUCTION RATIO" is the sum derived by subtracting one (i1) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements quotient of the Securities Act and (Bw) the number of shares of Purchaser Common Stock to be issued shall be equal to HTML E-Mails opened by Subscribers as set forth in the Statement divided by (x) 22,500,000; provided, however, that, if the Upfront Payment less number of Active Subscribers is greater than or equal to [ ** ] and the number of Total Subscribers is greater than or equal to [ ** ], then the Purchase Price Reduction shall be decreased by the amount by which the Reduction Ratio exceeds the result of any cash transferred to subtracting one (1) from the Notary in respect quotient of the Initial Purchase Price, divided by (y) the closing price number of Total Subscribers divided by (z) [ ** ] (the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock"ADJUSTMENT FACTOR"). In no event, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole electionhowever, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser Adjustment Factor be obligated to pay Sellers any amounts in respect of the Milestonesgreater than 0. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for of the Shares will be calculated as set forth in Section 1.6(bProperty shall Dollars ($ _) below (the “Initial Purchase Price”). At the The Purchase Price shall be paid to Seller at Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds)plus or minus prorations and other adjustments hereunder, or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation manner set forth on Schedule A attached hereto (the “Proceeds Allocation”in Paragraph 2(b) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretobelow. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid as follows: (i) Within three (3) business days after the mutual execution and delivery hereof, Purchaser shall procure a letter of credit from a creditworthy bank or other financial institution selected by Purchaser (“Purchaser’s Letter of Credit”) in the amount of Dollars ($ ), and shall deposit Purchaser’s Letter of Credit with a title company designated by Purchaser (“Escrow Holder”), to secure Purchaser’s performance hereunder (Purchaser’s Letter of Credit and any cash at any time substituted therefor shall hereinafter be referred to as the “Deposit”). The Initial Purchase Price expiration date of Purchaser’s Letter of Credit shall not be before , 2004, and the beneficiary of the Deposit shall be $45,000,000 plus, if applicable, Escrow Holder. Purchaser shall have the right at any amounts payable pursuant time to Section 1.6(c)(iii) if (x) substitute cash for Purchaser’s Letter of Credit and Purchaser shall substitute cash for the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each Letter of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or Credit prior to the expiration of the Due Diligence Period if Purchaser elects to proceed with the acquisition of the Property. Upon such substitution, the Letter of Credit shall be returned to Purchaser. Interest on the Deposit shall belong to Purchaser. Prior to the expiration of the Due Diligence Period, Escrow Holder shall return the Deposit to Purchaser on Purchaser’s notification that this Agreement has terminated. Thereafter, if Purchaser instructs Escrow Holder to return the Deposit, then Escrow Holder shall notify Seller of Purchaser’s demand, and, unless Escrow Holder receives within seven (7) days of the date of Escrow Holder’s notice an affidavit from Seller stating that there is a genuine dispute as to which party is entitled to the Milestone Completion Notice: proceeds of the Deposit and describing the basis of Seller’s claim thereto, Escrow Holder shall return the Deposit to Purchaser, without any further instructions or authorizations from Seller. Except as provided to the contrary hereinbelow, if Purchaser makes a demand for return of the Deposit and Escrow Holder does receive such an affidavit from Seller within seven (B7) and days after Escrow Holder’s notice, then Escrow Holder shall hold the Deposit (Cand if the Deposit is then being held in the form of Purchaser’s Letter of Credit, shall draw down the proceeds available under Purchaser’s Letter of Credit and hold the proceeds thereof) The Acquired Company has successfully completed ***in escrow in an interest bearing account until the dispute as to which party is entitled to the proceeds of the Deposit is resolved. In the event the sale of the Property as contemplated hereunder is consummated, the Deposit shall be delivered to Seller at the closing of the purchase and sale contemplated hereunder (the “Closing”) and credited against the Purchase Price. (ii) In The balance of the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and paid to Seller at the Closing in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonesimmediately available funds. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price Subject to adjustment in accordance with subparagraphs (b) and (c), the consideration payable by the Buyer to the Shareholders for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial "Purchase Price”). At the Closing, Purchaser ") shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus be (i) the Escrow Amounts, four million dollars ($4,000,000) in cash or readily available funds; (ii) one-million five hundred thousand dollars ($1,500,000) to be paid in accordance with a secured three-year promissory note dated the Seller Funded Expenses Closing Date, substantially in the form of Exhibit A hereto (the "Note"); and (iii) the Loan Amount Purchase Price Shares (as defined below). Payment of the amounts due under the Note shall be secured by a pledge of the Shares evidenced by a Pledge Agreement. The Shareholders acknowledge that the lien created by the Pledge shall be second to the lien securing the Senior Indebtedness, as such term is defined in the Note. Unless jointly directed otherwise by the Shareholders, the Buyer shall pay one-half of each form of the consideration to each Shareholder. The number of the "Purchase Price Shares" shall be equal to the result obtained by dividing $550,000 by nine-tenths of the average closing price of the Buyer's Common Stock (the “Upfront Payment”"Deemed Market Price") to as quoted by the third party account of OTC Bulletin Board during the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of 20 trading days immediately preceding the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all As soon as practicable following the Closing Date, Buyer shall prepare the balance sheet of the Upfront PaymentCompany at the close of business on the day immediately prior to the Closing Date, then: without giving effect to the transaction contemplated hereby. Such balance sheet shall be referred to herein as the "Closing Balance Sheet". The Closing Balance Sheet shall be prepared on a basis consistent with the accounting policies, practices and assumptions utilized the by Company in the preparation of its financial statements for the year ended December 31, 2006. Shareholders will provide the Buyer with such assistance as may be reasonably necessary in connection with the preparation of the Closing Balance Sheet. Immediately after the Closing Balance Sheet has been completed, the Buyer shall determine the "Working Capital" (ias defined below) of the Company as of the Closing Date using the amounts shown on the Closing Balance Sheet. For purposes of this Agreement, Working Capital shall mean the cash and accounts receivable of the Company when acquired by Buyer less the accounts payable (including accrued payroll) of the Company when acquired by the Buyer. The Buyer's determination of the Working Capital shall be delivered to the Shareholders in writing no later than 60 days after the Closing Date (the "Working Capital Statement") During the 25-day period following the Shareholders' receipt of the Working Capital Statement, the Shareholders' accountants will be permitted to review the work papers of Company underlying the Closing Balance Sheet and will have access to the Company's personnel as may be reasonably necessary in connection therewith and, in general, the Buyer will cooperate with the Shareholders and the Shareholders' accountants in facilitating such review. The Working Capital Statement shall become final and binding upon the parties on the twenty-fifth day following the Shareholders' receipt thereof unless a Shareholder gives written notice of disagreement as to the Closing Balance Sheet or the Working Capital Statement ("Notice of Disagreement") to the Buyer prior to such issuance date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received in a timely manner then the Working Capital Statement shall become final and binding upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes the parties on the earlier of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less date the amount parties resolve all differences they have with respect to any matter specified in the Notice of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by Disagreement and (y) the closing price of date all disputed matters are finally resolved by the Purchaser Common Stock Arbitrators (as defined below). The Working Capital Statement that becomes final and binding on the Qualified Stock Exchange on parties in accordance with the Closing Date; (ii) terms of this Section is referred to herein as the extent that "Final Working Capital Statement". During the Upfront Payment consists 15-day period following the delivery of cash and Purchaser Common Stockany Notice of Disagreement, each Seller the parties shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D attempt to resolve any differences they may have with respect to any matter specified therein. If, at the shares end of Purchaser Common Stock issued such 15-day period, the parties have not reached agreement on such matters, any party may demand that the matters which remain in dispute be submitted to arbitrators (the "Arbitrators"), for review and resolution. The Arbitrators shall be two persons or entities with offices in New York City, Nassau or Suffolk County, one of which shall be selected by each Seller so electingof Buyer and the Shareholders. If within 10 days of receipt by the Arbitrators of the matters which remain in dispute, the Arbitrators have failed to resolve such matters, the Arbitrators shall mutually agree upon a third person or entity with offices in New York City (the "Third Arbitrator") to review and resolve the disputed matters. The decision of the Third Arbitrator with respect to all disputed matters shall be final and binding on the parties. The fees of each Arbitrator shall be borne by the party selecting such person or entity. The fees of the Third Arbitrator, if any, shall be borne fifty percent by the Buyer and fifty percent by the Shareholders. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plusexcess, if applicableany, any amounts payable pursuant to Section 1.6(c)(iii) if (x) of $-0- over the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each Working Capital as of the following milestones (each, a “Base Milestone,” and collectively, Closing Date as reflected on the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be Final Working Capital Statement is referred to herein as the “Milestones"Deficiency.” " The excess of the Final Working Capital over $-0- is referred to herein as the "Surplus." If it is determined that there is a Surplus, the Company shall pay the same to the Shareholders within ten days of the determination of the Final Working Capital Statement. If it is determined that there is a Deficiency, the Shareholders shall pay the same to the Company within ten days of the determination of the Final Working Capital Statement. Any amount that may be due from the Shareholders shall first be paid by the surrender of such number of shares of common stock as are then being held in escrow as determined by dividing the Deficiency by the Deemed Market Price. If the Deficiency exceeds $275,000, the balance shall be paid in cash within ten days of the determination of the Final Working Capital Statement. Any amount paid pursuant to this Section shall be deemed an increase (Aor decrease) $5,000,000, provided of the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereofPurchase Price.

Purchase Price. Northstar shall pay Oscor for the Products and services provided pursuant to this Agreement as set forth on Exhibit E attached hereto. Such prices shall be fixed for one year in accordance with a purchase order to be issued by Northstar. (a) The initial purchase price for the Shares will parties shall re-evaluate prices annually, no later than December 31st of each year. Prices may be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal increased only to the Initial Purchase Price minus (i) the Escrow Amountsextent that Oscor can demonstrate, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account reasonable satisfaction of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer Northstar, that any of the Seller Sharesits associated costs, the Notary shall hold the Upfront Payment as outlined on behalf of Purchaser. After the transfer of the Seller SharesExhibit E, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretohave increased. (b) If Purchaser elects Oscor shall use good faith efforts to issue shares achieve cost reductions during the term of Purchaser Common Stock in respect this Agreement, and Northstar agrees that Oscor shall be entitled to fifty percent (50%) of some or all of the Upfront Paymentany cost savings, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties which are realized as Purchaser shall reasonably request for purposes of exempting the issuance a result of such shares efforts (excluding any cost reductions resulting from volume increases). In the registration requirements event that it is mutually agreed that either party shall acquire capital equipment for exclusive use on Northstar product as part of such cost savings efforts, the Securities Act acquiring party shall be entitled to recover its costs for such equipment from any cost savings before the other party is entitled to share in such cost savings and (B) shall retain ownership after recovery of its costs. Northstar shall have the number of shares of Purchaser Common Stock option to make any such capital purchases at its expense, in which event the equipment shall be considered to be issued Northstar Equipment subject to the provisions of Section 2.4 above. Equipment used for production of non-Northstar product as well as Northstar product shall be equal purchased by Oscor and cost reductions shall be shared immediately, without purchase cost recovery. Notwithstanding the foregoing, Northstar shall be entitled to retain one hundred percent (x100%) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided cost savings resulting from any higher cavity tooling provided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingNorthstar. (c) The Initial Purchase Price shall be determined as follows: Northstar may solicit bids for the manufacture of the Products once during each twelve (i12) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser month period during the Put Option Period and (y) each term of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) this Agreement. In the event Purchaser delivers a Purchase Election Notice that any such bid is more favorable to Northstar than under the Sellers’ Representative during terms of this Agreement, Northstar shall notify Oscor of the Call Option Periodrelevant terms. Unless Oscor notifies Northstar in writing within thirty (30) days that it will match the bid, Northstar shall have the right to terminate this Agreement or, at its option, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect exclusive nature of the Milestonesrights granted to Oscor under Section 14.2 below. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for On the Shares will be calculated as terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay or cause to be paid to the Sellers an aggregate of $79,200,000, as adjusted pursuant to Section 1.6(b) below 2.5 (the “Initial Purchase Price”), and to assume the Assumed Liabilities as provided in Section 2.6. At An amount equal to the Purchase Price less the Deposit and the interest earned thereon shall be payable by Buyer at the Closing, Purchaser shall by wire transfer an amount of cash (in United States dollars of immediately available funds), funds to such bank account or common stock, par value $0.001 accounts as per share, written instructions of Purchaser (“Purchaser Common Stock”), equal the Sellers given to the Initial Purchase Price minus Buyer at least two (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (52) Business Days of any such changes, and shall deliver prior to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoClosing. (b) No later than the close of business on Wednesday, January 11, 2006, the Buyer shall pay to an escrow agent selected by the Sellers (“Escrow Agent”) $1,000,000 (the “Deposit”) in immediately available funds, pursuant to an Escrow Agreement in the form of Exhibit B. The Deposit and the interest earned on it shall be paid to the Sellers and applied to the Purchase Price at Closing. If Purchaser elects Closing does not occur because a condition set forth in Article V of this Agreement is not satisfied or waived, the Escrow Agent shall return the Deposit to issue shares of Purchaser Common Stock in respect of some or all the Buyer. If Closing does not occur due to the default of the Upfront PaymentBuyer and all conditions set forth in Article V have been satisfied or waived, then: (i) prior the Escrow Agent shall pay the Deposit to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued Sellers. The Deposit shall be equal to (x) held by the Upfront Payment less Escrow Agent in an interest bearing money market account. The interest on the amount of any cash transferred Deposit will be paid to the Notary in respect of party to this Agreement that receives the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) Deposit. In the event Purchaser delivers of a Purchase Election Notice dispute between the Sellers and the Buyer concerning the Deposit, the Escrow Agent shall hold the Deposit until ordered by a court having jurisdiction to pay the Deposit to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall Buyer or into the Purchaser be obligated to pay Sellers any amounts in respect of the Milestonescourt. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. As consideration for the sale and purchase of the Assets, Buyer shall pay to Seller the following (the “Purchase Price”): (a) The initial purchase price for a one-time fee at Closing which is equal to Seller’s attorneys fees and costs related to the Shares will be calculated Litigation plus the cost of Seller’s existing inventory of High Dose Products, as detailed and set forth in Section 1.6(b) below on Schedule 3.1 (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common StockCash Payment”), equal to provided, that the Initial Purchase Price minus (i) Cash Payment shall not exceed $1,100,000 Such Initial Cash Payment shall be nonrefundable upon payment, irrespective of any termination of this Agreement or the Escrow AmountsLicense Agreement entered into by the Parties concurrent herewith, (ii) provided however that the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account nonrefundable nature of the Notary in accordance with the instructions such Initial Cash Payment shall not preclude Buyer from seeking any damages in the Notary Instruction Letter. Prior to the transfer event of the Seller Shares, the Notary shall hold the Upfront Payment on behalf a breach of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts mis Agreement by Buyer or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto.Cadila Healthcare Limited; (b) If Purchaser elects after the Closing and calculated beginning as of May 12, 2008, a continuing royalty payment to issue shares be paid on a quarterly basis equal to ***% (the “Royalty Amount”) of Purchaser Common Stock Net Sales in respect of some or all of the Upfront PaymentU.S. (the “Royalties”) from the High Dose Products and the Buyer Dosage Forms (collectively, thenthe “Royalty Bearing Products”). Notwithstanding the foregoing, the Royalty Amount shall be subject to the following adjustment from time to time upon written notice from Buyer to Seller: (i) prior For any specific strength and/or SKU product falling in the Royalty Bearing Products, upon the entrance of the first third-party generic provider of such specific product after the Closing, or upon the first Settlement Event with respect to such issuance and upon request by Purchaserspecific product after the Closing, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request the Royalty Amount for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued that specific product shall be equal to (x) reduced by ***%, resulting in a royalty rate for that specific product of ***%, with the Upfront Payment less royalty rate for all other products falling in the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing DateRoyalty Bearing Products remaining at ***%; (ii) For any specific strength and/or SKU product falling in the Royalty Bearing Products, upon the entrance of the second third-party generic provider of such specific product after the Closing, or upon the second Settlement Event with respect to such specific product after Closing, the extent Royalty Amount for that specific product shall be reduced by an additional ***% (i.e. for a cumulative royalty rate of ***% on such specific product), with the Upfront Payment consists of cash and Purchaser Common Stockroyalty rate for all other products falling in the Royalty Bearing Products being at ***% if (i) applies but (ii) does not apply, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Selleror ***% if neither (i) or (ii) applies; and (iii) at each Seller’s sole electionFor any specific strength and/or SKU product falling in the Royalty Bearing Products, Purchaser shall execute upon the Trueentrance of the third third-Up Agreement in substantially party generic provider of such specific product after the form attached hereto as Exhibit D Closing, or upon the third Settlement Event with respect to such specific product after Closing, the shares Royalty Amount for that specific product shall be reduced by an additional ***% (i.e., for a cumulative royalty rate of Purchaser Common Stock issued to each Seller so electing***% on such specific product), with the royalty rate for all other products falling in the Royalty Bearing Products being at ***% if (it) applies, *** if (i) applies but (ii) does not apply, or *** if neither (i) or (ii) applies. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent Within *** (days after the “Patent”); (C) $10,000,000beginning of each calendar quarter, provided Buyer shall calculate and pay to Seller the Royalties that are due on Net Sales received during the just-concluded calendar quarter. Payments of Royalties shall be accompanied by a report showing in reasonable detail an accounting of the Royalties paid and Royalty Bearing Products sold by Buyer and its Affiliates. For as long as Buyer is paying Seller the Royalties and for a period of **** years thereafter, except as provided in Section 5.11 hereof; and (D) $5,000,000Buyer shall keep at its usual place of business, provided accurate and complete accounts and records of the Royalty Bearing Products sold by Buyer and its Affiliates, Buyer’s related accounts receivable and collections thereof. Seller shall have the right to appoint an independent certified public accountant, upon *** business days notice, during regular business hours, to inspect and audit the accounts and records of Buyer solely relating to the sale of the Royalty Bearing Products, at Seller’s sole expense, and such representatives shall be entitled to take copies of and abstracts from any such records, all subject to reasonable restrictions to preserve confidentiality as may be imposed by Buyer. If Buyer defaults in any of its monetary obligations under this Section 3, and if such default of such obligations is not fully rectified within *** days after receiving notice from Seller of Buyer’s default under this Section 3, except as provided Seller is entitled to take any legal action against Buyer in Section 5.11 hereofa court of competent jurisdiction under this Agreement. If Seller obtains a favorable judgment in such court of competent jurisdiction, and/or on appeal from such lower court judgment, Buyer agrees to pay Seller all of its attorneys fees and costs in obtaining such favorable lower court judgment and/or favorable judgment upon appeal. Seller further agrees that any damages resulting from such breach, and any attorney fees and costs, shall be reimbursed taking into account interest that would have accrued on the sums but for the breach.

Purchase Price. (a) The initial purchase price In consideration for the Shares will be calculated as set forth in Section 1.6(bTransferred Assets, Buyer shall pay to Seller: (i) below at Closing, a cash amount equal to Seven Million Two Hundred Sixty Four Thousand Eight Hundred Seventy Seven Dollars ($7,264,877) (the “Initial Closing Payment”), which Closing Payment includes the Prepayment Amounts; plus (ii) the Milestone Payments as further described below; plus (iii) the Sublicense Income payments as further described below; plus (iv) the Royalty Payments as further described below (such sum of ((a)-(d)), the “Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount Seller receives any portion of any cash transferred Prepayment Amount after the Closing Date from ProBioGen AG, Medpace, Inc. or its successors or assigns, as applicable, Seller shall, [***] of Seller’s receipt thereof, pay any such amount to Buyer by wire transfer of immediately available funds to an account designated by Buyer in writing. Seller and Buyer agree to treat any such payment by Seller to Buyer as an adjustment to the Notary in respect of the Initial Purchase PricePrice for U.S. federal, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) state and local and non-U.S. income Tax purposes, except to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingotherwise required by applicable Law. (c) The Initial Purchase Price Seller shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plusdeliver to Buyer a copy of the final reconciliation from Medpace, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice Inc. with respect to the Purchaser during cash amount paid by Seller to Medpace, Inc. in connection with the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed Medpace MSA within [***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect ] of the Milestones. (iii) In addition receipt thereof. If the amount set forth in such final reconciliation is greater than the Medpace Prepayment Amount, Buyer shall pay such excess to the amounts specified Seller by wire transfer of immediately available funds to an account designated by Seller in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the writing [***; (B) $5,000,000] of receipt of such final reconciliation. If the amount set forth in such final statement is less than the Medpace Prepayment Amount, provided Seller shall pay such excess to Buyer pursuant to the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided procedures set forth in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof3.1(b).

Purchase Price. (a) The initial purchase price for On the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closingapplicable Transfer Date, Purchaser shall transfer an amount of cash (pay to Seller, or such party designated in United States dollars of writing by Seller, the Purchase Price for the Loans, in immediately available funds), via wire transfer into the following collection account: Bank One, NA/E-LOAN, Inc. Collection Account, Account # [ ** ], Bank One, NA, Columbus, Ohio, ABA [ ** ], Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, or common stocksuch other account as Seller and Bank One, par value $0.001 per share, of NA shall designate in writing to Purchaser (“the "Collection Account"). Upon or before submitting an Offer to Purchaser, Seller shall have delivered to Purchaser Common Stock”), equal to written wire transfer instructions for the Initial payment of the Purchase Price. Upon deposit of the Purchase Price minus (i) into the Escrow AmountsCollection Account, (ii) the Loans, and all rights, benefits, payments, proceeds and obligations to Seller Funded Expenses and (iii) arising from or in connection with the Loan Amount (Loans, together with any lien or security interest in the “Upfront Payment”) vehicle serving as collateral for the Loans, shall vest in Purchaser. In the event the Purchase Price is deposited into the Collection Account prior to the third party account delivery by Seller of the Notary corresponding original, indorsed draft to Purchaser or its designated custodian or servicer in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer this Agreement, and Seller has possession of the draft, Seller Shares, the Notary acknowledges that under such circumstances Seller shall hold the Upfront Payment such draft on behalf of Purchaser solely and exclusively for Purchaser's benefit, and Seller acknowledges that its possession of such draft subsequent to its receipt of the Purchase Price shall not create in Seller any right, title or interest in the associated Loan, which shall be solely vested in the Purchaser. After the transfer of the Any payments received by Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D Obligors with respect to the shares of Purchaser Common Stock issued any Loan sold to each Seller so electing. (c) The Initial Purchase Price Purchaser, shall be determined as follows: forwarded to Purchaser within two (i2) The Initial Purchase Price business days of receipt. Until the Transfer Date, Seller shall own and control the application and all documentation relating to the Loans to be sold. All Loans sold under this Agreement shall be $45,000,000 plussold without recourse, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers on a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***servicing released basis. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for of the Shares will Property shall be calculated as set forth in Section 1.6(bOne Hundred Thirty Eight Million Four Hundred Ninety Thousand Eight Hundred Dollars ($138,490,800) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial The Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) plus or minus prorations and other adjustments pursuant to the extent that the Upfront Payment consists of cash and Purchaser Common Stockthis Agreement, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid to Seller as follows: (ia) The Initial on the Effective Date, Purchaser shall deposit with Chicago Title Atlanta National Business Unit, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (“Title Company”) as escrow agent (the “Escrow Agent”) an ▇▇▇▇▇▇▇ money deposit in the amount of one percent (1%) of the Purchase Price in immediately available funds (the “Deposit”). Interest on the Deposit shall belong to the party to whom the Deposit is distributed according to this Agreement and shall be $45,000,000 plusdistributed concurrently with the Deposit. Prior to the expiration of the Due Diligence Period, Title Company shall return the Deposit to Purchaser immediately upon receipt of Purchaser’s notification that this Agreement has terminated. Thereafter, if applicablePurchaser instructs Title Company to return the Deposit, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each Title Company shall notify Seller of the following milestones (eachPurchaser’s demand, a “Base Milestone,” and collectivelyand, the “Base Milestones”) has been achieved by the Acquired unless Title Company on or prior to receives, within seven business days of the date of Title Company’s notice to Seller, a notice from Seller objecting to Purchaser’s demand, Title Company shall return the Milestone Completion Notice: (B) and (C) The Acquired Deposit to Purchaser. Except as provided to the contrary in this Agreement, if Purchaser makes a demand for return of the Deposit and Title Company has successfully completed ***. (ii) does receive such a notice from Seller within such time period, then Title Company shall hold the Deposit in escrow in an interest bearing account until the dispute as to which party is entitled to the proceeds of the Deposit is resolved. In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during sale of the Call Option PeriodProperty as contemplated hereunder is consummated, the Initial Purchase Price Deposit, together with interest thereon, shall be $35,000,000, delivered to Seller at Settlement and in no event shall credited against the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereofPrice; and (Db) $5,000,000, provided ****, except as provided the balance of the Purchase Price plus or minus prorations in Section 5.11 hereofaccordance with the terms of this Agreement shall be paid to the Title Company for credit to Seller at Settlement by wire transfer in immediately available federal funds.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(bPurchased Assets shall consist of the following: (a) below Subject to Article 4.1 (the “Initial Purchase Price”). At the Closingb) below, Purchaser Buyer shall transfer pay to Seller at closing an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts$500,000, representing payment for property and equipment, plus (ii) the Seller Funded Expenses net book value on Seller's balance sheet as of the date of Closing of the accounts receivable and the remaining assets being acquired by Buyer, less (iii) the Loan Amount (the “Upfront Payment”) to the third party account net book value on Seller's balance sheet as of the Notary in accordance date of closing of Seller's liabilities, with such listed liabilities being assumed by Buyer. The purchase price shall be allocated for tax purposes as required by the instructions in the Notary Instruction LetterCode. Prior Seller and Buyer agree to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) complete and sign Internal Revenue Service Form 8594 and to file Form 8594 with their respective tax returns for the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretotaxable year in which Closing occurs. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all That amount of the Upfront Paymentpurchase price equal to 20% of the net book value of the accounts receivable being acquired by Buyer shall be paid into an escrow account. As the final 20% of the accounts receivable acquired at closing are actually collected by Buyer, then: (i) prior Seller shall be paid from the escrow account an amount equal to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes collections within 10 days of exempting the issuance end of such shares the month when collected. After six months from the registration requirements date of Closing, any outstanding receivables subject to the escrow arrangement shall be returned to Seller and the remaining escrow funds returned to Buyer. Buyer shall permit Seller and Seller's legal and accounting advisors full, complete and prompt access, upon reasonable prior notice and at such times as are reasonably acceptable to Buyer and Seller, to all books, records, and other documents as may from time to time be reasonably requested by Seller to verify the collection of the Securities Act and accounts receivable as contemplated by this Article 4.1 (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingb). (c) The Initial Purchase Price For a period of four years from Closing, Seller shall receive as additional consideration for the sale of the Purchased Assets, on a quarterly basis, within 30 days after the end of each fiscal quarter of Buyer, an amount equal to [REDACTED] of the EBITDA (as defined below) in year one, [REDACTED] in year two, [REDACTED] in year three and [REDACTED] in year four of the Unit. Seller shall receive on a quarterly basis from Buyer a written report of the calculation of the EBITDA. EBITDA will be determined as follows: calculated in accordance with GAAP. EBITDA expenses will be calculated based on the following: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each all direct expenses of the business unit to be operated following milestones consummation of this transaction (eachthe "Unit"), a “Base Milestone,” and collectivelyincluding personnel, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. personnel benefits, facilities, equipment, etc. will be included; (ii) In the event Purchaser delivers a Purchase Election Notice synergistic savings will be credited to the Sellers’ Representative during Unit based on agreement between the Call Option Period, the Initial Purchase Price shall be $35,000,000, and executive in no event shall the Purchaser be obligated to pay Sellers any amounts in respect charge of the Milestones. Unit and the President of Buyer; and (iii) In addition proportional corporate expenses, including accounting, audits, SOX Compliance and corporate support and not to exceed $100,000 per year, will be included. Buyer shall permit Seller and Seller's legal and accounting advisors full, complete and prompt access, upon reasonable prior notice and at such times as are reasonably acceptable to Buyer and Seller, to all books, records, and other documents as may from time to time be reasonably requested by Seller to verify the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any calculation of the following milestones EBITDA as contemplated by this Article 4.1 (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestonesc).” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for of the Shares will Property shall be calculated as set forth in Section 1.6(bSixty-Four Million Dollars ($64,000,000) below (the “Initial Purchase Price”). At the The Purchase Price shall be paid to Seller at Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds)plus or minus prorations and other adjustments hereunder, or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation manner set forth on Schedule A attached hereto (the “Proceeds Allocation”in Paragraph 2(b) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretobelow. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid as follows: (i) The Initial Purchase Price Within three (3) business days after the mutual execution and delivery hereof, Purchaser shall procure and deliver a letter of credit from ▇▇▇▇▇ Fargo Bank in the form attached hereto as Exhibit J (“Purchaser’s Letter of Credit”) in the amount of Five Hundred Thousand Dollars ($500,000), which Letter of Credit shall be $45,000,000 plusdeposited with and delivered to Transnation Title Insurance Company (hereafter sometimes “Escrow Holder” or “Title Company” or “Transnation”) to secure Purchaser’s performance hereunder (Purchaser’s Letter of Credit and any cash at any time substituted therefore, if applicableand any interest accruing thereon, any amounts payable pursuant shall constitute and be referred to Section 1.6(c)(iii) if (x) as the Sellers’ Representative delivers a Milestone Completion Notice to “Deposit”). The expiration date of Purchaser’s Letter of Credit shall not be before December 31, 2003, and the Purchaser during the Put Option Period and (y) each beneficiary of the following milestones (each, a “Base Milestone,” Deposit shall be Transnation. Purchaser shall have the right at any time to substitute cash for Purchaser’s Letter of Credit and collectively, Purchaser shall substitute cash for the “Base Milestones”) has been achieved by the Acquired Company on or Letter of Credit prior to the expiration of the Due Diligence Period if Purchaser elects to proceed with the acquisition of the Property. Upon such substitution, the Letter of Credit shall be returned to Purchaser. Any and all interest accruing on the Deposit shall belong to the party that is entitled to the Deposit pursuant to the terms of this Agreement. Prior to the expiration of the Due Diligence Period, Escrow Holder shall return the Deposit to Purchaser on Purchaser’s notification that this Agreement has terminated. Thereafter, if Purchaser instructs Escrow Holder to return the Deposit, then Escrow Holder shall notify Seller of Purchaser’s demand, and, unless Escrow Holder receives within seven (7) days of the date of Escrow Holder’s notice, an affidavit from Seller stating that there is a genuine dispute as to which party is entitled to the Milestone Completion Notice: proceeds of the Deposit and describing the basis of Seller’s claim thereto, Escrow Holder shall return the Deposit to Purchaser, without any further instructions or authorizations from Seller. Except as provided to the contrary herein below, if Purchaser makes a demand for return of the Deposit and Escrow Holder does receive such an affidavit from Seller within seven (B7) and days after Escrow Holder’s notice, then Escrow Holder shall hold the Deposit in escrow in an interest bearing account until the dispute as to which party is entitled to the proceeds of the Deposit is resolved. In the event the sale of the Property as contemplated hereunder is consummated, the Deposit shall be delivered to Seller at the closing of the purchase and sale contemplated hereunder (Cthe “Closing”) The Acquired Company has successfully completed ***and credited against the Purchase Price. (ii) In The Property is subject to loans (the event “Loan”) to Seller from Nationwide Life Insurance Company and TIAA (the “Lender”) pursuant to those certain Promissory Notes with a current aggregate principal balance in the approximate amount of Thirty Eight Million Two Hundred Thirty Thousand Dollars ($38,230,000) and secured by Deeds of Trust, Security Agreements and Financing Statements. At Closing, Purchaser delivers a shall assume the indebtedness of Seller under the Loan and the amount of indebtedness so assumed by Purchaser shall be credited towards the Purchase Election Notice Price and shall reduce the cash portion of the Purchase Price payable to Seller at Closing. Such assumption of the Loan by Purchaser shall be pursuant to assumption agreements reasonably acceptable to Purchaser (the “Assumption Agreements”), which assumption agreements shall include, without limitation, representations from Lender reasonably acceptable to Purchaser with respect to the Sellers’ Representative during status of the Call Option PeriodLoan Documents and the status of payments and defaults thereunder.” The assumption fees and any other charges in connection with the assumption of the Loan, including, without limitation, all costs of the Initial Purchase Price Lender shall be $35,000,000, paid by Purchaser. Seller shall diligently work and cooperate with Purchaser in no event shall the Purchaser good faith to obtain an estoppel certificate (which may be obligated to pay Sellers any amounts in respect part of the MilestonesAssumption Agreement) from Lender, acceptable to Purchaser, with respect to the status of the Loan Documents and the status of payments and defaults thereunder. (iii) In addition The balance of the Purchase Price, above the outstanding principal balance of the Loan, if assumed or taken subject to, shall be paid to Seller in immediately available funds, subject to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” prorations and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestonesadjustments provided for herein.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant The consideration payable to the allocation set forth on Schedule A attached hereto Vendor for the Purchased Assets (such amount being hereinafter referred to as the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial "Purchase Price, divided by (y") the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall will be determined as follows: (ia) The Initial Purchase Price 224,000 common shares in the capital stock of the Purchaser ("Proformix Shares") to be issued in the name of and delivered to the Vendor on the Closing Date; and (b) a warrant (the "Warrant") to purchase at an exercise price of $5.00 (U.S.) per share an additional 224,000 Proformix Shares which Warrant may be exercised by the Vendor at any time after one year from the Closing Date and up to five years after the Closing Date (the "Exercise Period"). Any exercise of the right to purchase additional Proformix Shares by the Vendor shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) accompanied by a written notice of exercise delivered by the Sellers’ Representative delivers a Milestone Completion Notice Vendor to the Purchaser during the Put Option Exercise Period and (y) each stating the number of Proformix Shares which the following milestones (eachVendor elects to so purchase. Upon timely receipt of such notice accompanied by appropriate payment for the Proformix Shares, a “Base Milestone,” and collectivelyas set forth above, the “Base Milestones”) has been achieved by Purchaser shall cause the Acquired Company on or prior appropriate number of Proformix Shares to be issued to the date of Vendor in accordance with the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***then applicable securities laws. (ii2) In the event Purchaser delivers a Purchase Election Notice The Vendor acknowledges that Proformix Shares issued pursuant to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price Section 2.02(1) shall be $35,000,000restricted as to any sale, and transfer or other disposition in no event shall the Purchaser be obligated Canada pursuant to pay Sellers any amounts in respect subsection 72(4) of the MilestonesSecurities Act (Ontario), as amended. (iii3) In addition The Vendor acknowledges that Proformix Shares issued pursuant to Section 2.02(1) shall be restricted as to any sale, transfer or other disposition for a period of one (1) year from the Closing Date and shall thereafter continue to be so restricted unless said shares have been registered with the United States Securities and Exchange Commission or an exemption from such registration is applicable. (4) The Vendor acknowledges that Proformix Shares issued pursuant to this Agreement have not been registered under the United States Securities Act of 1933 (the "United States Securities Act"), as amended, or with any state, provincial or federal agency, including the United States Securities and Exchange Commission, and may not be resold in the United States unless first registered or exempted from registration. The Purchaser or its transfer agent may require an opinion of counsel in support of any claim of exemption from registration. (5) For the purposes of Section 2.02(1)(b), a notice of exercise shall be validly made if delivered to the amounts Purchaser in writing, together with a certified cheque in the appropriate U.S. dollar amount, by pre-paid registered mail to the address of the Purchaser specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones8.09.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below Property (the “Initial Purchase Price”) shall be the sum of Three Million, Seven Hundred Fifty Thousand Dollars ($3,750,000). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial The Purchase Price minus shall be payable by Buyer to Seller as follows: (ia) the Escrow Amounts, Within five (ii5) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation business days after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and Buyer shall deliver to Purchaser an updated Proceeds Allocation executed by each the Escrow Holder (as defined below) the sum of Two Hundred Fifty Thousand Dollars ($250,000) in the Sellers form of immediately available funds (a the “Revised Proceeds AllocationDeposit”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers The Deposit shall be bound invested in an account of Buyer’s or Escrow Holder’s choice. If Buyer has not terminated this Agreement by the Proceeds Allocation set forth last day of the Contingency Removal Date (as defined below), the Deposit will become non-refundable on Schedule A attached heretothe first business day following the Contingency Removal Date, subject only to the provisions of Section 6.01. Upon the close of Escrow, Buyer will receive a credit against the Purchase Price equal to the Deposit and any interest accrued thereon. (b) If Purchaser elects The failure of Buyer to issue shares of Purchaser Common Stock in respect of some notify Seller and Escrow Holder that it waives or removes all of Buyer’s contingencies in writing by the Upfront PaymentContingency Removal Date will automatically terminate this Agreement, then: (i) prior and the Deposit and all accrued interest will be immediately released from Escrow to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electingBuyer. (c) If Buyer has delivered notice of its intent to proceed to the close of Escrow on or before the Contingency Removal Date, and Buyer thereafter defaults by failing to proceed to closing, and Seller is in compliance with the terms of this Agreement, the Deposit shall be subject to the Liquidated Damages provision (Section 7.01) of this Agreement. (d) The Initial balance of the Purchase Price shall be determined paid by Buyer to Seller by wire transfer on the Closing Date (as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***defined below). There is no financing contingency. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. Purchaser will make the following payments to Seller, which in the aggregate, constitutes the purchase price of the Specified Assets (“the Purchase Price”): (a) The initial purchase price for On the Shares Closing Date, Purchaser will be calculated pay to Seller (without deduction or setoff of any nature) the sum of three hundred and sixty thousand U.S. dollars ($360,000.00); (b) Purchaser will pay to Seller (without deduction or setoff of any nature) a total of eight hundred and forty thousand U.S. dollars ($840,000.00) (hereinafter, along with the interest due on such payments, the “Cash Remainder Payments”) by means of monthly payments of principal of seventeen thousand five hundred U.S. dollars ($17,500.00), plus accrued interest at the rate of eight percent (8%) per year, each upon the following schedule in accordance with terms of a promissory note issued to Seller (the “Promissory Note”) as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the ClosingExhibit G, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of dated the Closing Date: 1) the first payment shall be made not later than the ninetieth (90th) day afterthe Closing Date; Once the Closing Date is ascertained, Seller shall provide Purchaser with a schedule reflecting the Notary actual dates on which the Cash Remainder Payments are to be made; provided, however, any failure by Seller to provide such schedule shall in no manner alter, waive, modify, suspend or otherwise change Purchaser’s obligation to make any Cash Remainder Payment. Purchaser shall pay to Sellers interest on the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each outstanding balance of the Sellers Cash Remainder at the annual rate of eight percent (a “Revised Proceeds Allocation”8%). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers which shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects begin to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange accrue on the Closing Date; . Each of the Cash Remainder payments shall also include a payment of interest at the eight percent (ii8%) to annual rate for the extent that outstanding balance of the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive Cash Remainder for the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued period prior to each Seller so electingpayment. (c) The Initial Purchase Price Any payment due by Purchaser under this Agreement and the Promissory Note, including but not limited to this Section 1.3, shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable by wire transfer of immediately available funds pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (eachstanding wire instructions provided by Seller, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***which Seller may amend upon notice. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial aggregate purchase price to be paid by Purchaser to the Sellers for the Shares will shall be calculated as set forth in Section 1.6(b) below (an amount equal to the “Initial Purchase Price”). Price as adjusted pursuant to Section 2.5. (b) At the Closing, Purchaser shall pay, or cause to be paid, the Initial Purchase Price (less the Working Capital Escrow Amount and the Representative Expense Fund Amount) by wire transfer of immediately available funds to the Sellers, respectively in accordance with the Proceeds Allocation Schedule attached hereto as Schedule I to an amount account (or accounts) designated by each Seller in writing at least two Business Days prior to the Closing Date. Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of cash Purchaser or any of its Affiliates, (i) Purchaser is entitled to rely on the Proceeds Allocation Schedule and any instructions or allocations provided by the Sellers’ Representative in United States dollars making any payment or disbursement to or on behalf of the Sellers pursuant to this Agreement and (ii) in no event shall Purchaser, any of its Affiliates or the Company Group have any Liability to any Person (including the Sellers’ Representative and each of the Sellers) for the payment or disbursement in accordance with the Proceeds Allocation Schedule or any instructions or allocations provided by the Sellers’ Representative. (c) At the Closing, Purchaser shall deposit the Working Capital Escrow Amount with the Escrow Agent. The Working Capital Escrow Amount shall be released in accordance with the terms of this Agreement and the Escrow Agreement. The Working Capital Escrow Amount will be available to satisfy any amounts owed by the Sellers to Purchaser pursuant to Section 2.5(d) in accordance with the terms of this Agreement and the Escrow Agreement. (d) At the Closing, Purchaser shall pay, or cause to be paid, the Sellers’ Representative, by wire transfer of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one Representative Expense Fund Amount to an account (1or accounts) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated designated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative in writing at least two Business Days prior to the Closing Date. (e) Notwithstanding anything to the contrary contained in this Agreement, Purchaser, Company, and any other applicable withholding agent shall notify Purchaser within be entitled to deduct and withhold from any payments made pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any applicable provision of state, local or non-United States Tax law. Such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Except (x) in the case that the Company fails to provide the affidavit described in Section 2.3(c)(v), (y) in the case that the applicable recipient fails to provide a properly completed Internal Revenue Service Form W-9 or applicable Internal Revenue Service Form W-8 (or otherwise establish an exemption from backup withholding) or (z) in the case of amounts treated as compensation, the applicable payor shall use commercially reasonable efforts to provide the Sellers’ Representative with a written notice of such payor’s intention to withhold at least five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of indicating the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock amount to be issued shall withheld or deducted with respect to each Person from which any amount is to be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; withheld or deducted and (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each relevant provisions of the following milestones Code (eachor other applicable Law) requiring such withholding or deduction, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to any such withholding, both the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***applicable payor and applicable payee shall use commercially reasonable efforts to minimize any such Taxes. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (aIn the event that a breach shall involve any representation or warranty set forth in Subsection 3.02 and such breach cannot be cured within 120 days of the earlier of either discovery by or notice to the Seller of such breach, all of the Mortgage Loans shall, at the Purchaser's option be repurchased by the Seller at the Purchase Price. The Seller may, at the request of the Purchaser and assuming the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) The initial purchase price for pursuant to the Shares will foregoing provisions of this Section 3.03 shall occur on a date designated by the Purchaser and shall be calculated as accomplished by deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement. Notwithstanding the foregoing, within 90 days of the earlier of either discovery by or notice to the Seller of a breach of the representation of the Seller set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds3.01(xx), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Seller shall repurchase such Mortgage Loan at the Purchase Price minus (i) the Escrow Amountsor substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in each case, in accordance with the instructions in provisions set forth above. Notwithstanding the Notary Instruction Letter. Prior to foregoing, within 90 days of the transfer earlier of discovery by the Seller or receipt of notice by the Seller of the breach of the representation of the Seller Sharesset forth in Section 3.01(tt) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Notary Seller shall hold pay the Upfront Payment on behalf of Purchaser. After the transfer amount of the Seller Sharesscheduled Prepayment Charge, for the Notary shall hold the Upfront Payment on behalf benefit of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day Holders of the Closing DateClass P Certificates, by depositing such amount into the Notary shall pay to Sellers the Upfront PaymentCollection Account, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated net of any amount previously collected by the Sellers. If there are any changes to Servicer and paid by the Proceeds Allocation after Servicer, for the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each benefit of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds AllocationHolders of the Class P Certificates, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some such Prepayment Charge. At the time of substitution or all repurchase of any deficient Mortgage Loan, the Purchaser and the Seller shall arrange for the reassignment of the Upfront Paymentrepurchased or substituted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Trustee relating to the deficient or repurchased Mortgage Loan. In the event the Purchase Price is deposited in the Collection Account. The Seller shall, then: (i) prior simultaneously with such deposit, give written notice to the Purchaser that such issuance deposit has taken place. Upon such repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement. As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser or its designee for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and upon request such other documents and agreements as are required by Purchaser, (A) Sellers the Pooling and Servicing Agreement. with the Mortgage Note endorsed as required therein. The Seller shall deliver to Purchaser remit for deposit in the Collection Account the Monthly Payment due on such representations and warranties as Purchaser shall reasonably request for purposes of exempting Qualified Substitute Mortgage Loan or Loans in the issuance month following the date of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D substitution. Monthly payments due with respect to Qualified Substitute Mortgage Loans in the shares month of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall substitution will be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plusretained by the Seller. For the month of substitution, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice distributions to the Purchaser during will include the Put Option Period and (y) each Monthly Payment due on such Deleted Mortgage Loan in the month of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000substitution, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.the

Purchase Price. (a) The initial purchase price (the "PURCHASE PRICE") for the Shares Assets shall be an amount equal to Four Hundred Sixty Thousand Dollars ($460,000), (i) minus the Closing Date Debt (as defined in Section 3.19) and (ii) plus $498.50, as reimbursement for the motor vehicle licensing fees for the 1998-1999 registration year paid by Seller. The Purchase Price shall be paid as provided in Section 1.5. The cash portion of the Purchase Price paid at the Closing will be calculated based on Schedule 3.19 as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At delivered at the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to which the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account parties understand will include only estimates of the Notary in accordance with the instructions in the Notary Instruction LetterClosing Date Debt. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible Within 30 days after the Closing, but in any event within one (1) Business Day of the Closing Date, Buyer will determine the Notary shall actual Closing Date Debt and will advise Seller of such actual amount. If the Purchase Price increases, Buyer will promptly pay any additional amount due to Sellers Seller; if the Upfront PaymentPurchase Price declines, pursuant Seller will promptly repay any amount due to Buyer. Buyer and Seller acknowledge that certain of Seller's customer accounts are prepaid ("Prepaid Accounts") and certain other of Seller's customer accounts are paid in arrears ("Postpaid Accounts"). While Seller's accounts receivable are not included in the Assets, Seller will nevertheless have been paid before the Closing Date for services to be rendered by Buyer after the Closing Date with respect to Prepaid Accounts and Seller will have rendered services to certain customers prior to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated Closing Date who will be billed by the Sellers. If there are any changes to the Proceeds Allocation Buyer after the Effective DateClosing Date with respect to Postpaid Accounts. Accordingly, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on 30 days after the Closing Date; (ii) to the extent that the Upfront Payment consists of cash , Buyer and Purchaser Common Stock, each Seller shall receive the same proportion of cash prorate Prepaid and Purchaser Common Stock Postpaid Accounts as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each of the following milestones (eachClosing Date and shall reconcile the net amount due, a “Base Milestone,” and collectively, whereupon the “Base Milestones”) has been achieved by party owing the Acquired Company on or prior to other will pay the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***net amount due. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for In consideration of the Shares will be calculated sale, transfer and assignment of the Purchased Assets to Buyer, the representations, warranties, covenants and indemnities of Seller as set forth in this Agreement and the other transactions contemplated by this Agreement, Buyer shall pay to Seller as provided in this Section 1.6(b) below 2.5 total consideration of $17,500,000.00 (the “Initial Purchase Price”). At To the extent that any funded indebtedness has not been paid prior to the Closing and Buyer has not received evidence of repayment, Buyer shall pay from the Purchase Price and on behalf of Seller the amount necessary to pay all indebtedness in full, said amount being $1,264,470.56. In addition, Buyer shall pay the Escrow Amount by wire transfer of immediately available funds to the account designated by Escrow Agreement, in accordance with the terms of the Escrow Agreement. The remaining portion of the Purchase Price, consisting of (x) $14,063,160.76 in cash, which shall be paid by Buyer to Seller by wire transfer of immediately available funds to the account designated by Seller in writing at least two (2) business days prior to the Closing, Purchaser shall transfer an amount and (y) that certain number of cash (in United States dollars shares of immediately available funds), or common stock, par value $0.001 0.01 per share, of Purchaser Parent valued for this purpose at $1,172.368.68 (“Purchaser Common Stock”), equal to calculated on the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account basis of the Notary in accordance with average closing price of such shares over the instructions in ten (10) business day period ending on the Notary Instruction Letter. Prior second (2nd) business day prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the SellersClosing). As soon as possible reasonably practicable after the Closing, but Seller shall distribute the cash and shares making up the Purchase Price to the Stockholders as set forth in any event within one (1Section 2.5(a) Business Day of the Closing Date, Disclosure Schedule. The shares of common stock of Parent received as a portion of the Notary shall pay Purchase Price will not be registered under the federal securities laws and will be subject to Sellers the Upfront Payment, placing of an appropriate legend on the stock certificate evidencing such shares with respect to the fact that such shares may only be sold pursuant to a registration statement under the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts federal securities laws or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretoexemption from registration thereunder. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all Promptly following the Closing, Seller and Buyer shall agree upon the allocation of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request consideration hereunder for Tax purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each 1060 of the following milestones (eachInternal Revenue Code of 1986, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** amended (the “PatentCode”); , and any other applicable Tax laws. Buyer and Seller, as the case may be, shall file and cause to be filed all Tax Returns (C) $10,000,000including Internal Revenue Service Form 8594), provided ***and execute such other documents as may be required by any taxing authority, except as provided in Section 5.11 hereof; and (D) $5,000,000a manner consistent with such allocation. Buyer and Seller hereby agree not to take any position on a Tax Return, provided ****before any governmental agency charged with the collection of any Tax, except as provided or in Section 5.11 hereofany judicial proceeding that is inconsistent in any way with such allocation.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth in Section 1.6(b) below aggregate transaction consideration (the “Initial "Purchase Price”). At ") to be paid by the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal Buyer to the Initial Purchase Price minus Selling Parties in respect of the purchase and sale of the Acquired Assets hereunder shall consist of (i) the Escrow AmountsCash Purchase Price, which will be paid in cash as provided in this Section 2.5, (ii) the Seller Funded Expenses Buyer's assumption of the Assumed Liabilities and (iii) the Loan Amount (the “Upfront Payment”) Buyer Notes, which will be delivered to the third party account of the Notary Seller as provided in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached heretothis Section 2.5. (b) If Purchaser elects The Seller hereby acknowledges receipt and delivery on or prior to issue shares of Purchaser Common Stock in respect of some or all the Execution Date of the Upfront PaymentCommitment Letters. In connection with such delivery and receipt and the Parties' willingness to execute and deliver this Agreement, then:the Seller is obligated, pursuant to Section 2 of the Exclusivity Letter, to reimburse the Buyer in immediately available funds for certain of the Buyer's out-of-pocket costs and fees and expenses (including such amounts paid to the Buyer's lawyers, accountants and other professional or financial advisers) incurred in connection with the due diligence, negotiation, and documentation of the transaction contemplated hereby. The Seller hereby agrees that as of the Execution Date the amount of reimbursable expenses incurred by the Buyer pursuant to the terms of the Exclusivity Letter is $1,000,000. On the Execution Date the Buyer shall pay to the Seller a $1,000,000 deposit (the "Deposit"), which amount shall be paid in full by setoff of the Seller's obligations under the Exclusivity Letter. The Buyer agrees that it shall release its claims arising under and related to the Exclusivity Letter, including under Bankruptcy Code Section 502(h), effective upon the Procedure Order becoming a final order. The Parties hereby expressly acknowledge and agree that the Deposit shall be considered for all purposes hereunder as a deposit made by the Buyer. (c) At the Closing, the Buyer (i) prior will pay to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be Selling Parties an amount equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Cash Purchase Price, divided by Price minus (y) the closing price Deposit, such payment to be made by wire transfer of immediately available funds to an account specified to the Buyer in written instructions delivered to the Buyer at least three business days prior to Closing and (ii) will cause to be duly executed and delivered to the Seller the Buyer Notes. (d) Notwithstanding anything herein to the contrary, no personal liability shall accrue to any individual as a result of the Purchaser Common Stock execution and delivery in their personal capacity of any certificate under this Agreement, in the absence of fraud. (e) At the Closing, the Buyer may elect in its sole discretion to pay amounts that otherwise would have been retained as Liabilities of the Seller pursuant to Section 2.4(1), which payments shall be deducted from the Cash Purchase Price in an amount not to exceed $950,000 as set forth in subsection (aa) of the definition of "Cash Purchase Price" herein. (f) At the Closing, the Seller shall deliver to the Buyer a certificate signed by the Seller setting forth the amount of (i) all cash funded into accounts in respect of payroll in the Ordinary Course of Business which cash remains in such accounts on the Qualified Stock Exchange Closing Date or is used for payroll on or after the Closing Date and (ii) any check overdrafts, cash/book overdrafts or amounts otherwise reflected as negative Cash on the general ledger of the Seller and its Subsidiaries on the Closing Date; , in the case of both clauses (i) and (ii) above, for the purpose of determining the amounts referred to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined as follows: (i) The Initial Purchase Price shall be $45,000,000 plus, if applicable, any amounts payable pursuant to Section 1.6(c)(iii) if clauses (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (yz) each of the following milestones definition of "Cash Purchase Price" (each, a “Base Milestone,” and collectivelysuch certificate, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date "Certificate of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***Certain Cash Amounts"). (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price shall be $35,000,000, and in no event shall the Purchaser be obligated to pay Sellers any amounts in respect of the Milestones. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price for the Shares will be calculated as set forth Purchased Assets shall consist of the following: (i) the assumption of the Assumed Liabilities; (ii) cash payment in Section 1.6(bthe amount of four million dollars ($4,000,000) below (( the “Initial "Cash Purchase Price”"). At the Closing, Purchaser shall transfer an amount ; and (iii) fifty thousand (50,000) shares of cash (in United States dollars of immediately available funds), or unregistered common stock, par value $0.001 0.01 per share, of Purchaser the Buyer (“Purchaser Common Stock”), equal the "Shares") and Registration Rights Agreement which shall be delivered to the Initial Purchase Price minus (i) Escrow Agent on the Escrow Amounts, (ii) the Seller Funded Expenses Closing Date and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary held in escrow in accordance with the instructions in Escrow Agreement (the Notary Instruction Letter"Stock Consideration") (the Cash Purchase Price and the Stock Consideration collectively the "Purchase Price"). Prior to the The Cash Purchase Price shall be paid by wire transfer of immediately available funds to an account designated by the Seller Shares, in accordance with the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, thenfollowing: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements $1,900,000 of the Securities Act and Cash Purchase Price (B47.5%) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred paid to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange Seller on the Closing DateDate (the "Closing Date Cash Payment"); (ii) $1,900,000 of the Cash Purchase Price (47.5%) shall be paid in the manner described below to the extent Seller upon successful transfer to Buyer of the Purchased Assets that Buyer has indicated on Schedule 2.01 will not be transferred to Seller until after the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive Closing Date (the same proportion of cash and Purchaser Common Stock as each other Seller"Delayed Assets") (the "Secondary Cash Payment"); and (iii) $200,000 of the Cash Purchase Price (5%) shall be paid to the Escrow Agent on the Closing Date and held in escrow in accordance with the Escrow Agreement. For purposes of Section 2.06 (ii), Seller shall be deemed to have transferred all copyrights and all trademarks constituting a part of the Purchased Assets to Buyer upon Seller's execution and delivery to Buyer of the Copyright Assignment Agreement and Trademark Assignment Agreement attached hereto as Exhibits B and D, respectively. For purposes of Section 2.06(ii), Seller shall be deemed to have transferred all domain names constituting a part of the Purchased Assets to Buyer (the "Transferred Domain Names") at each Seller’s sole election, Purchaser shall execute such time as (a) Seller has executed and delivered to Buyer the True-Up Domain Name Assignment Agreement in substantially the form attached hereto as Exhibit D C, (b) Buyer is listed as the registrant and administrative and technical contact in the records of the applicable registrar with respect regard to the shares domain names "http://www.thinkstock.com", "http://www.thinkstockfootage.com", and "▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇m", ▇▇▇ (▇) ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇egistran▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇echnical contact in the records of Purchaser Common Stock issued the applicable registrar with regard to each Seller so electing. those Transferred Domain Names accounting for at least ninety percent (c90%) The Initial Purchase Price of the traffic received by all Transferred Domain Names. Following transfer to Buyer of the Delayed Assets as provided above, other than any Contracts that may be Delayed Assets (the "Delayed Asset Contracts"), and Seller's compliance with Section 5.07 hereof, the corresponding portion of the Secondary Cash Payment shall be determined provided promptly to Seller by Buyer as follows: (i) The Initial Purchase Price : Buyer and Seller agree that the Secondary Cash Payment shall be $45,000,000 plusallocated and paid to Seller upon the transfer to Buyer (either by way of an assignment with all requisite consents, if applicable, or by a Deemed Assignment) of any amounts payable pursuant Delayed Asset Contracts based on the allocation of the Secondary Cash Payment to Section 1.6(c)(iii) if (x) such Delayed Asset Contracts on the Sellers’ Representative delivers a Milestone Completion Notice to basis of the Purchaser value of their proportionate share of all of the revenues of such Delayed Asset Contracts during the Put Option Period and twelve-month period immediately preceding the Closing Date (y) each i.e., a Contract representing 50% of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date revenues of such Delayed Asset Contracts would be allocated 50% of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***. (ii) In Secondary Cash Payment). No such portion of the event Purchaser delivers Secondary Cash Payment in connection with a Purchase Election Notice to the Sellers’ Representative during the Call Option Period, the Initial Purchase Price transfer of Delayed Asset Contract shall be $35,000,000, and in no event shall contingent upon the Purchaser be obligated to pay Sellers transfer of any amounts in respect of the Milestonesother Delayed Asset Contract. (iii) In addition to the amounts specified in Section 1.6(c)(i), the Initial Purchase Price shall be increased by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “Milestones.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.

Purchase Price. (a) The initial purchase price “Purchase Price” for the Shares will Property shall be calculated as set forth in Section 1.6(b) below (the “Initial Purchase Price”). At the Closing, Purchaser shall transfer an amount of cash (in United States dollars of immediately available funds), or common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”), equal to the Initial Purchase Price minus (i) the Escrow Amounts, (ii) the Seller Funded Expenses and (iii) the Loan Amount (the “Upfront Payment”) to the third party account of the Notary in accordance with the instructions in the Notary Instruction Letter. Prior to the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of Purchaser. After the transfer of the Seller Shares, the Notary shall hold the Upfront Payment on behalf of the Sellers. As soon as possible after the Closing, but in any event within one (1) Business Day of the Closing Date, the Notary shall pay to Sellers the Upfront Payment, pursuant to the allocation set forth on Schedule A attached hereto (the “Proceeds Allocation”) and to the bank accounts or brokerage accounts so indicated by the Sellers. If there are any changes to the Proceeds Allocation after the Effective Date, the Sellers’ Representative shall notify Purchaser within five (5) Business Days of any such changes, ____________ and shall deliver to Purchaser an updated Proceeds Allocation executed by each of the Sellers (a “Revised Proceeds Allocation”). Unless and until Purchaser receives a Revised Proceeds Allocation, Sellers shall be bound by the Proceeds Allocation set forth on Schedule A attached hereto. (b) If Purchaser elects to issue shares of Purchaser Common Stock in respect of some or all of the Upfront Payment, then: (i) prior to such issuance and upon request by Purchaser, (A) Sellers shall deliver to Purchaser such representations and warranties as Purchaser shall reasonably request for purposes of exempting the issuance of such shares from the registration requirements of the Securities Act and (B) the number of shares of Purchaser Common Stock to be issued shall be equal to (x) the Upfront Payment less the amount of any cash transferred to the Notary in respect of the Initial Purchase Price, divided by (y) the closing price of the Purchaser Common Stock on the Qualified Stock Exchange on the Closing Date; (ii) to the extent that the Upfront Payment consists of cash and Purchaser Common Stock, each Seller shall receive the same proportion of cash and Purchaser Common Stock as each other Seller; and (iii) at each Seller’s sole election, Purchaser shall execute the True-Up Agreement in substantially the form attached hereto as Exhibit D with respect to the shares of Purchaser Common Stock issued to each Seller so electing. (c) The Initial Purchase Price shall be determined paid as follows: (i) The Initial Purchase Price Upon the execution of this Agreement Buyer shall be $45,000,000 pluspay the First Deposit to Escrow Agent by check, if applicablesubject to collection, any amounts payable pursuant to Section 1.6(c)(iii) if (x) the Sellers’ Representative delivers a Milestone Completion Notice to the Purchaser during the Put Option Period and (y) each or wire transfer of the following milestones (each, a “Base Milestone,” and collectively, the “Base Milestones”) has been achieved by the Acquired Company on or prior to the date of the Milestone Completion Notice: (B) and (C) The Acquired Company has successfully completed ***federal funds for immediate credit. (ii) In the event Purchaser delivers a Purchase Election Notice to the Sellers’ Representative If Buyer does not terminate this Agreement during the Call Option Due Diligence Period, then, on the Initial Purchase Price shall be $35,000,000, and in no event shall first business day after the Purchaser be obligated to pay Sellers any amounts in respect expiration of the MilestonesDue Diligence Period, Buyer shall pay the Second Deposit to Escrow Agent by wire transfer of federal funds for immediate credit. (iii) In addition The Deposit shall be invested by Escrow Agent in a sound financial institution’s money market fund or account which pays interest, in Escrow Agent’s name separate from its personal and business accounts. If no Closing occurs, all interest or dividends earned shall be paid to the amounts specified party entitled to the escrowed proceeds, which party shall pay all income taxes thereon. The parties shall furnish Escrow Agent with their respective tax identification numbers. At Closing, Escrow Agent shall pay the Deposit (together with all interest earned thereon) to Seller; and the Deposit shall be a credit against the Purchase Price. All escrow fees, if any, charged by Escrow Agent shall be equally shared by Seller and Buyer. Escrow Agent shall hold the Deposit as set forth above unless either Seller or Buyer makes a written demand upon Escrow Agent for the Deposit accompanied by an affidavit signed by the party making the demand stating sufficient facts to show that said party is entitled to receive the Deposit pursuant to the terms of this Agreement. Upon receipt of such demand, Escrow Agent shall give ten (10) days written notice to the other party of such demand and of Escrow Agent’s intention to remit the Deposit to the party making the demand on the stated date, together with a copy of the affidavit. If Escrow Agent does not receive a written objection before the proposed date for remitting the Deposit, Escrow Agent is hereby authorized to so remit. If, however, Escrow Agent actually receives written objection from the other party before the proposed date on which the Deposit is to be remitted, Escrow Agent shall continue to hold the Deposit until otherwise directed by joint written instructions from Seller and Buyer or until a final judgment of an appropriate court. In the event of a dispute, Escrow Agent may place the Deposit with an appropriate court and, after giving written notice of such action to the parties, Escrow Agent shall have no further obligations with respect to the Deposit. The parties acknowledge that Escrow Agent is acting as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith or in willful or negligent disregard of this Agreement. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the faithful performance of Escrow Agent’s duties hereunder. Escrow Agent acknowledges agreement to the provisions of this Agreement applicable to it by signing on the signature page of this Agreement. B. At Closing, and subject to the terms and provisions of this Agreement, Buyer shall pay Seller the balance of the Purchase Price by wire transfer of immediately available federal funds. Seller shall furnish Buyer with wire transfer instructions prior to Closing. C. In the event Buyer fails to pay any amount when due or if paid by check, any check fails to be collected in the ordinary course of business, Seller shall have the right by written notice to Buyer, given at any time prior to the date such payment is made in full, to terminate this Agreement for default by Buyer, in which case the provisions of Section 1.6(c)(i)14.1 shall be applicable. D. In connection with any Personal Property included in the sale, the Initial parties agree that no part of the Purchase Price shall be increased deemed to have been paid by the following amounts if, in addition to the Base Milestones, any of the following milestones (each an “Additional Milestone,” and collectively the “Additional Milestones”) has been achieved by the Acquired Company prior to delivery of the Milestone Completion Notice. The Base Milestones and the Additional Milestones shall together be referred to herein as the “MilestonesBuyer on account thereof.” (A) $5,000,000, provided the Acquired Company has successfully completed the ***; (B) $5,000,000, provided the Acquired Company is issued a patent *** (the “Patent”); (C) $10,000,000, provided ***, except as provided in Section 5.11 hereof; and (D) $5,000,000, provided ****, except as provided in Section 5.11 hereof.