Common use of Purchases Clause in Contracts

Purchases. (a) Dealer shall order and purchase Products and related goods from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed to incorporate the terms and conditions of this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer only to the extent accepted by Manufacturer's written confirmation or delivery. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order Under this Agreement, the Company agrees to purchase from the Supplier, and purchase Products the Supplier agrees to sell and related goods assign to the Company, the Supplier’s Accounts Receivable arising from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed gas commodity sales to incorporate its Customers in accordance with the terms and conditions of this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (including the following requirements: a. The Company shall make purchases on a pro forma basis, with daily basis beginning on the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms commencement date of this Agreement (see Paragraph 3, below) and shall be null and void to make purchases daily through the extent they vary from, conflict with or supplement remainder of the terms term of this Agreement. Purchase Orders Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will bind Manufacturer be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Supplier, Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent accepted by Manufacturer's written confirmation or deliverynecessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order On the terms and purchase Products and related goods subject to the conditions hereof, the Seller may, from Manufacturer by writtentime to time before the Facility Termination Date, purchase orders ("Purchase Orders"), which shall (i) be deemed ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to incorporate fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement whether Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or not reference issue any Letters of Credit hereunder, as applicable, if, after giving effect to this Agreement is madesuch Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit, (ii) identify each Product ordered by model number, Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit or (iii) indicate quantity, price (on a pro forma basis, with LC Participation Amount would exceed the invoice price to be determined in accordance with aggregate of the provisions Commitments of this Agreement) the LC Bank and shipping instructions and (iv) specify Dealer's requested delivery datesthe LC Participants. The terms of Dealer's Purchase Orders shall be Seller may, subject to the requirements and consistent with conditions herein, use the terms proceeds of this Agreement and shall be null and void any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the extent they vary fromLC Bank and the LC Participants (ratably, conflict with or supplement based on the terms of this Agreement. Purchase Orders will bind Manufacturer only outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to the extent accepted by Manufacturer's written confirmation or deliverySection 1.15. (b) Delivery dates given by Manufacturer as In addition, in the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and without the requirement of any further action on the part of order acknowledgement for accepted orders for Products any Person hereunder), be deemed to have requested a new Purchase from the Conduit Purchasers or related goods will Related Committed Purchasers, as applicable, on such date, on the terms and subject to the conditions hereof, in an amount equal to the amount of such Reimbursement Obligation at such time without resulting in a Termination Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof directly to the Administrator to be honored immediately distributed to the LC Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by Manufacturer on a best effort basisthe LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15. (c) Accepted orders The Seller may, upon fifteen (15) days’ written notice to the Administrator and each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Group Capital of any Purchaser Group plus the related LC Participant’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below $50,000,000. Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in accordance with their respective Commitments. The Administrator shall advise the Purchaser Agents of any notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and without limiting any other requirements for Special Order Products termination, prepayment and/or the funding of the LC Collateral Account hereunder) no such termination or related goods cannot reduction shall be canceled or modified effective unless and until (i) in the case of a termination, the amount on deposit in the LC Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least equal to the positive difference between the then outstanding LC Participation Amount and the Purchase Limit as so reduced by Dealer without Manufacturer's prior written approvalsuch partial reduction. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to As of each date a restocking charge of fifteen percent (15%) Periodic Report is delivered, the sum of the invoice price of LC Participation Amount and the Products returnedAggregate Capital shall not be less than the Minimum Usage Amount. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order On the terms and purchase Products and related goods subject to the conditions hereof, the Seller may, from Manufacturer by writtentime to time from the Closing Date to the Facility Termination Date, purchase orders ("Purchase Orders"), which shall (i) be deemed request that the Conduit Purchasers, if any, in each Purchaser Group or the Committed Purchasers in each such Purchaser Group, make purchases of and reinvestments in undivided percentage ownership interests with regard to incorporate the Purchased Interest from the Seller from time to time, in each case, ratably based on each Purchaser Group’s Ratable Share and (ii) request that the LC Bank issue Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a Purchase. Each Committed Purchaser severally hereby agrees, on the terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date, ratably based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement whether Agreement, the LC Bank agrees to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make participation advances in connection with any draws under such Letters of Credit equal to such LC Participant’s Commitment Percentage of its Purchaser Group’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the Closing Date to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any deemed Purchases pursuant to Section 1.1(b)) or not reference issue any Letters of Credit hereunder, as applicable, if, after giving effect to this Agreement is madesuch Purchase, (i) the aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment minus (B) its Purchaser Group’s Pro Rata Share of the LC Participation Amount, (ii) identify each Product ordered by model numberthe Aggregate Capital plus the LC Participation Amount would exceed the Purchase Limit, (iii) indicate quantitythe Commitment Percentage of its Purchaser Group’s Pro Rata Share of the LC Participation Amount would exceed its LC Sublimit Commitment, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and or (iv) specify Dealer's requested delivery datesthe LC Participation Amount would exceed the aggregate of the LC Sublimit Commitments of the LC Bank and the LC Participants. The terms of Dealer's Purchase Orders shall be Seller may, subject to the requirements and consistent with conditions herein, use the terms proceeds of this Agreement and shall be null and void any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the extent they vary fromLC Bank and the LC Participants (ratably, conflict with or supplement based on the terms of this Agreement. Purchase Orders will bind Manufacturer only outstanding amounts funded by the LC Bank and each such LC Participant) pursuant to the extent accepted by Manufacturer's written confirmation or deliverySection 1.15. (b) Delivery dates given by Manufacturer as In addition, if there is a drawing under any Letter of Credit, the Seller shall, on the applicable Drawing Date, automatically (and without the requirement of any further action on the part of order acknowledgement any Person hereunder) be deemed to have requested a new Purchase from the Conduit Purchasers or Committed Purchasers, as applicable, on such date, on the terms and subject to satisfaction of the conditions hereof (other than conditions with respect to notice and the minimum Purchase amount) in an aggregate amount equal to the amount of such drawing. Subject to the limitations on funding set forth in paragraph (a) above (and the other requirements and conditions herein set forth (other than conditions with respect to notice and minimum Purchase amount)), the Conduit Purchasers or Committed Purchasers, as applicable, shall fund such Purchase so requested and deliver the proceeds thereof directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. If any of the conditions to the funding of such Purchase are not satisfied on the applicable Drawing Date (other than conditions with respect notice and the minimum Purchase amount), the Seller shall reimburse the LC Bank for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basisthe full amount of the drawing under such Letter of Credit (out of its own funds available therefor) in accordance with Section 1.15. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior The Seller may, upon ten days’ written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject notice to a restocking charge of fifteen percent (15%) the Administrator and each Purchaser Agent, reduce the unfunded portion of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, Limit in whole or in partpart (but not below the amount which would cause the aggregate of the Capital of all Purchasers within any Purchaser Group plus such Purchaser Group’s Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after giving effect to such reduction)); provided that (i) each partial reduction shall be in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and (ii) unless reduced to $0, the Purchase Limit shall in no event be reduced below $25,000,000. Each reduction in the Purchase Limit shall be allocated ratably among the Commitments of the Purchasers in accordance with their respective Commitments. The LC Sublimit Commitment of the LC Bank and each LC Participant shall automatically ratably reduce in connection with each reduction of Commitments pursuant to this clause (c). No reduction of Commitments pursuant to this clause (c) shall be effective unless at the time of such reduction the amount of funds on deposit in the LC Collateral Account is at least an amount equal to the excess, if Dealer is then in breach any, of this Agreement, including but not limited to late on payments due to Manufacturerthe LC Participant Amount over the LC Sublimit Commitments as so reduced. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order Under this Agreement, the Company agrees to purchase from the CSP, and purchase Products the CSP agrees to sell and related goods assign to the Company, the CSP’s Accounts Receivable arising from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed gas commodity sales to incorporate its Customers in accordance with the terms and conditions of this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (including the following requirements: a. The Company shall make purchases on a pro forma basis, with daily basis beginning on the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms commencement date of this Agreement (see Paragraph 3, below) and shall be null and void to make purchases daily through the extent they vary from, conflict with or supplement remainder of the terms term of this Agreement. Purchase Orders Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the CSP on the date such Account Receivable comes into existence, final settlement of the price between the Company and the CSP shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Accounts Receivable coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the CSP. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Customer CHOICESM program for the month being purchased. c. CSP warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will bind Manufacturer be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by CSP, CSP hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent accepted by Manufacturer's written confirmation or deliverynecessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer The Company shall order and have the right, but not the obligation, to direct the Investor, from time to time after the Commencement Date, by its delivery to the Investor of a Purchase Notice, to purchase Products and related goods from Manufacturer by writtenthe applicable Purchase Notice Shares, purchase orders ("not to exceed the applicable Purchase Orders")Notice Limit, which shall (i) be deemed to incorporate at the terms and conditions of applicable Purchase Price in accordance with this Agreement whether or not reference (each such purchase, a “Purchase”). The wire for the applicable Purchase Notice shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Investor is obligated to this Agreement is made, (ii) identify accept each Product ordered Purchase Notice prepared and delivered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined Company in accordance with the provisions terms of and subject to the satisfaction of the conditions contained in this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms Company may not deliver a Purchase Notice if the Closing Sale Price of Dealer's the Common Stock on the Trading Day immediately preceding the Purchase Orders Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be subject to and consistent with the terms of this Agreement and shall be null and void ab initio, solely to the extent they vary fromof the amount by which the Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, conflict with or supplement and the terms Investor shall have no obligation to purchase such excess Shares in respect of this Agreementsuch Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Notice Limit in such Purchase, subject to adjustments provided herein. Notwithstanding the foregoing, the Company shall not deliver any Purchase Orders will bind Manufacturer only Notices to the extent accepted by Manufacturer's written confirmation or deliveryInvestor during the PEA Period. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order Under this Agreement, the Company agrees to purchase from the Supplier, and purchase Products and related goods from Manufacturer by writtenthe Supplier agrees to sell to the Company, purchase orders ("Purchase Orders"), which shall (i) be deemed to incorporate the Supplier’s Accounts Receivable in accordance with the terms and conditions of this Agreement whether or not reference Agreement, the Company’s tariff, the Commission-approved Joint Petition for Settlement of all Issues at Commission Docket No. P-2009-2099333 (the “Settlement”) and subsequent rules adopted by the Commission applicable to the Company’s purchase of Suppliers’ Accounts Receivable, including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (pursuant to Paragraph 3 below) and shall make purchases daily through the remainder of the term of this agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is madethe fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Notwithstanding anything in this Agreement to the contrary, (i) in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier, and (ii) identify each Product ordered in no case shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Choice Service for the month being purchased. The Company shall acquire the Accounts Receivable for all of the accounts in the Supplier’s Customer Base, and the Company shall not make purchases of less than all of the Accounts Receivable originated by model numberthe Supplier; provided, however, that if the Supplier elects Billing Option 2 for all or a portion of its small commercial Choice accounts, then the Company shall purchase only the Accounts Receivable for the Supplier’s Accounts that are billed via Billing Option 2. The Supplier acknowledges that, pursuant to the Settlement, (iiix) indicate quantitythe option for Supplier to elect Billing Option 1 or Billing Option 2 for all or a portion of its small commercial Choice accounts shall not be available until March 7, price 2012, unless the Company authorizes an earlier effective date in its sole discretion, (on y) the Supplier’s option to elect Billing Option 1 or Billing Option 2 for all or a pro forma basisportion of its accounts is solely limited to small commercial Choice Accounts, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (ivz) specify Dealer's requested delivery datesif Billing Option 2 is terminated by the Supplier’s election, the Supplier may not return to Billing Option 2 for such Customer accounts for one year following the election. c. The Supplier warrants that it has good title to all Accounts Receivable delivered to Company from time to time hereunder, and that such Accounts Receivable shall be free and clear of all liens, encumbrances, and claims whatsoever. The terms of Dealer's Purchase Orders Supplier shall be subject to indemnify Company, and consistent with save d. Although it is not the terms intent of this Agreement and shall be null and void to the extent they vary from, conflict interfere with or supplement otherwise compromise the terms confidential nature of this Agreement. Purchase Orders will bind Manufacturer any information possessed by the Supplier, the Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent accepted by Manufacturer's written confirmation or deliverynecessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer Subject to the satisfaction of the conditions set forth in Section 7.3, the Company shall order have the right, but not the obligation, to direct the Investor, from time to time from and after the Commencement Date, by its delivery to the Investor of a Purchase Notice, to purchase Products and related goods from Manufacturer by writtenthe applicable Purchase Notice Shares, purchase orders ("not to exceed the applicable Purchase Orders")Notice Limit, which shall (i) be deemed to incorporate at the terms and conditions of applicable Purchase Price in accordance with this Agreement whether or (each such purchase, a “Purchase”). The Purchase required under the applicable Purchase Notice shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Company may not, without the Investor’s prior written consent, deliver a Purchase Notice to the Investor if the Company shall have previously delivered a Purchase Notice, and the applicable Purchase Settlement Date for such previous Purchase Notice shall not reference yet have occurred including the delivery of applicable Purchase Notice Shares as evidenced by the receipt of such Shares by the Investor as DWAC Shares. The Investor is obligated to this Agreement is made, (ii) identify accept each Product ordered Purchase Notice prepared and delivered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined Company in accordance with the provisions terms of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery datessubject to the satisfaction of the conditions contained in Section 7.3. The terms Company may not deliver a Purchase Notice if the Closing Sale Price of Dealer's the Common Stock on the Trading Day immediately preceding the Purchase Orders Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be subject to and consistent with the terms of this Agreement and shall be null and void ab initio to the extent they vary fromof the amount by which the Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, conflict with or supplement and the terms Investor shall have no obligation to purchase such excess Shares in respect of this Agreementsuch Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Notice Limit in such Purchase, subject to adjustments provided herein. Notwithstanding the foregoing, the Company shall not deliver any Purchase Orders will bind Manufacturer only Notices to the extent accepted by Manufacturer's written confirmation or deliveryInvestor during the PEA Period. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. From time to time from and after the Commencement Date, subject to the satisfaction of all of the conditions set forth in Section 7.3 and in this Section 3.2, the Company shall have the right, but not the obligation (a) Dealer shall order and purchase Products and related goods from Manufacturer by written, purchase orders ("Purchase Orders"other than as set forth in Section 3.1), which shall to direct the Investor, by its delivery to the Investor of a Purchase Notice on a Purchase Exercise Date to purchase the applicable Purchase Share Amount, not to exceed the applicable Purchase Maximum Amount, at the applicable Purchase Price therefor in accordance with this Agreement (each such purchase, a “Purchase”). The Company may deliver a Purchase Notice to the Investor on a Purchase Exercise Date, provided that (i) be deemed the Company may not deliver more than one Purchase Notice to incorporate the terms and conditions of this Agreement whether or not reference to this Agreement is madeInvestor on any single Trading Day, (ii) identify each Product ordered the Company may not deliver a Purchase Notice to the Investor on any Trading Day during the period commencing on the Purchase Exercise Date on which a prior Purchase Notice has previously been delivered by model numberthe Company to the Investor hereunder, and ending on the applicable Purchase Settlement Date or such later Trading Day on which the Investor shall have received all of the Shares subject to such prior Purchase Notice as DWAC Shares, and (iii) indicate quantity, price (all Shares subject to all prior Purchase Notices previously delivered by the Company to the Investor have in fact been received by the Investor as DWAC Shares prior to the Company’s delivery of such Purchase Notice to the Investor on a pro forma basis, with such Purchase Exercise Date. The Investor is obligated to accept each Purchase Notice prepared and delivered by the invoice price to be determined Company in accordance with the provisions terms of and subject to the satisfaction of the conditions contained in this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms If the Company delivers any Purchase Notice directing the Investor to purchase a Purchase Share Amount in excess of Dealer's the applicable Purchase Orders Maximum Amount, such Purchase Notice shall be subject to and consistent with the terms of this Agreement and shall be null and void ab initio to the extent they vary fromof the amount by which the Purchase Share Amount set forth in such Purchase Notice exceeds such applicable Purchase Maximum Amount, conflict with and the Investor shall have no obligation to purchase such excess Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Maximum Amount in such Purchase. At or supplement prior to 7:00 p.m., New York City time, on the terms last Trading Day of this Agreement. the applicable Purchase Orders will bind Manufacturer only Valuation Period for each Purchase, the Investor shall provide to the extent accepted by Manufacturer's Company a written confirmation or delivery. for such Purchase (beach, a “Purchase Confirmation”) Delivery dates given setting forth the applicable Purchase Price per Share to be paid by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all the Investor in such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the productsPurchase, and Dealer fails the total aggregate Purchase Price to cure be paid by the Investor for the total Purchase Share Amount purchased by the Investor in such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves Purchase. Notwithstanding the right to reject or cancel foregoing, the Company shall not deliver any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited Notices to late on payments due to Manufacturerthe Investor during the PEA Period. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. On the date of the initial purchase hereunder, the Originator shall sell, transfer, assign and convey to the Buyer all Receivables owned by the Originator as of the close of business on the Business Day immediately preceding such Purchase Date (aother than Receivables constituting Contributed Receivables pursuant to Section 2.03). The Originator shall, on each Business Day occurring thereafter prior to the Facility Termination Date, sell, transfer, assign and convey to the Buyer all Receivables owned by the Originator as of the close of business on the immediately preceding Business Day (other than Receivables constituting Contributed Receivables pursuant to Section 2.03 or the portion of Receivables (which may be the entire amount of a Receivable) Dealer shall order and deemed Contributed Receivables pursuant to this Section 2.02(a)). On each Purchase Date, the Buyer shall, upon satisfaction of the applicable conditions set forth in Article III, pay the purchase Products and related goods from Manufacturer by written, price (the “Purchase Price”) for such purchase orders ("Purchase Orders"), which shall in the following manner: (i) First, in cash to the extent the Buyer has cash available therefor (and such payment is not prohibited under the Receivables Agreement) by the deposit of such amount in same day funds to such account(s) as may be designated by the Originator. To the extent that funds are not paid at the time a Receivable is transferred, such Transferred Receivable will be deemed to incorporate the terms and conditions of this Agreement whether or not reference to this Agreement is made, a Contributed Receivable.; and (ii) identify each Product ordered by model numberSecond, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms of this Agreement and shall be null and void to the extent they vary fromthat any portion of the Purchase Price remains unpaid after giving effect to the amount paid in cash by Buyer as provided in clause (i) above, conflict with or supplement the terms principal amount of the Subordinated Note payable to the Originator shall be increased by an amount equal to the lesser of (x) the unpaid portion of the Purchase Price and (y) the maximum amount that could be added to the principal amount of the Subordinated Note at such time without rendering Buyer’s Net Worth less than the Required Capital Amount; provided that in no event will the principal amount of the Subordinated Note be increased pursuant to this Agreementclause (ii) to an amount in excess of the maximum amount that may be borrowed by the Originator under any Subordinated Note Financing. If any portion of the Purchase Orders will bind Manufacturer only Price for a Receivable remains unpaid after giving effect to clauses (i) and (ii) above, such Receivable will, to the extent accepted by Manufacturer's written confirmation or delivery. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price portion thereof corresponding to such unpaid Purchase Price, be (x) contributed by the Originator to the Buyer as a capital contribution (in lieu and in extinguishment of such unpaid Purchase Price) on such date automatically and without further action, at which time Buyer shall own same and (y) deemed a Contributed Receivable (and, to such extent, not constitute a Purchased Receivable). For the avoidance of doubt and in any event, each Receivable (whether purchased with cash and/or an increase in the principal amount of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer Subordinated Note and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Ordercontributed, in whole or in part, if Dealer is then to the capital of the Buyer as aforesaid) shall constitute a Transferred Receivable. References in breach this Agreement to a purchase or contribution of a Receivable will include a purchase and contribution, in whole or in part, of such Receivable as provided in this AgreementSection 2.02(a), including but not limited to late on payments due to Manufacturerunless the context requires otherwise. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order The Purchaser hereby unconditionally and irrevocably agrees to purchase Products from the Company up to $15,000,000 of Common Stock (the "Commitment") in one or more tranches on and related goods from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed subject to incorporate the terms and conditions of provided this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer only to the extent accepted by Manufacturer's written confirmation or deliverySection 2.2. (b) Delivery dates Commencing on or after the Effective Date, the Company may give a notice (a "Put Notice") to the Purchaser, with a copy to the Escrow Agent. The Put Notice shall specify the dollar amount (the "Put Amount") of the Common Stock to be purchased by the Purchaser (which amount shall be not be less than one hundred fifty thousand dollars ($150,000) and not more than five million dollars ($5,000,000) in any given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basisPut Notice). (c) Accepted orders for Special Order Products or related goods canExcept as specifically provided in this Section 2.3, the purchase and sale of Additional Shares effected on each Additional Closing Date shall be conducted as if it were the transactions referred to in the Transaction Agreements (other than Section 2.3 hereof). By way of illustration, and not in limitation, of the foregoing, each of the Company and the Purchaser shall be canceled or modified by Dealer without Manufacturer's prior written approvaldeemed to have made all of the representations, warranties and covenants set forth in the Transaction Documents as of the Additional Closing Date. (d) Dealer must accept all such Products that are not defective. Returned Products It shall be subject a condition to the Company's right to issue a restocking charge of fifteen percent (15%) Put Notice that, as of the invoice price Put Notice Date and the relevant Additional Closing Date, (A) the Registration Statement or Statements for all Securities purchased prior to the Additional Closing Date contemplated by the current Put Notice shall have been declared effective and shall continue to be effective (the "Registration Statement") and (B) the representations and warranties of the Products returnedCompany contained in Article 4 hereof shall be true and correct in all material respects (and the Company's issuance of the Additional Common Stock shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or otherwise) in the business or conditions of the Company from the Initial Closing Date through and including the Additional Shares (and the Company's issuance of the Additional Common Stock shall constitute the Company's making such representation and warranty as of such date). (e) Manufacturer reserves As of each Put Notice Date and Closing Date, the rightminimum Put Amount shall not be less than one hundred fifty thousand dollars ($150,000) and the maximum Put Amount shall not exceed the lesser of two hundred percent (200%) of the average Trading Volume for the twenty (20) consecutive trading days ending the day before the relevant Put Notice and Closing Date, without limiting its other remedies or $5,000,000. (f) Except to the extent specifically contemplated by the provisions of this Section, each Additional Closing shall be conducted upon the same terms and conditions as those applicable to the closing held on the Initial Closing Date. (g) The Purchaser's obligations under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if Section 2.2 shall terminate at the later of (i) Dealer attempts to distribute any Product to persons or entities outside of twelve (12) months after the Territory or assists or permits anyone else to do soInitial Closing Date, or (ii) Manufacturer receives repeated complaints from end-users the date at which the Company has sold $15,000,000 worth of Common Stock to the Purchaser, provided, however, that the Company shall be entitled to one automatic twelve (12) month extension if at least twenty percent (20%) (i.e. $3,000,000) of the products regarding Commitment is drawn down during the performance of Dealer's installation or service of first six (6) months from the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticerEffective Date. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer The Company shall order and have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice, to purchase Products and related goods from Manufacturer by writtenthe applicable Purchase Notice Shares, purchase orders ("not to exceed the applicable Purchase Orders")Notice Limit, which shall (i) be deemed to incorporate at the terms and conditions of applicable Purchase Price in accordance with this Agreement whether or (each such purchase, a “Purchase”). The Purchase of the applicable Purchase Notice Shares shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Company may not reference deliver a Purchase Notice to this Agreement the Investor until the Purchase of any previously issued and still active Purchase Notice is madecompleted, (ii) identify unless waived by the Investor. The Investor is obligated to accept each Product ordered Purchase Notice prepared and delivered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined Company in accordance with the provisions terms of and subject to the satisfaction of the conditions contained in this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms Company may not deliver a Purchase Notice if the Closing Sale Price of Dealer's the Common Stock on the Trading Day immediately preceding the Purchase Orders Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be subject to and consistent with the terms of this Agreement and shall be null and void ab initio to the extent they vary fromof the amount by which the Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, conflict with or supplement and the terms Investor shall have no obligation to purchase such excess Shares in respect of this Agreementsuch Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Notice Limit in such Purchase, subject to adjustments provided herein. Notwithstanding the foregoing, the Company shall not deliver any Purchase Orders will bind Manufacturer only Notices to the extent accepted by Manufacturer's written confirmation or deliveryInvestor during the PEA Period. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall MASTER DEALER and its DESIGNATED DEALERS may order and purchase Products --------- AUTHORIZED PRODUCTS from TAIS. The orders and related goods from Manufacturer by written, purchase orders ("Purchase Orders"), which purchases shall (i) be deemed to incorporate in accordance with the terms and conditions of this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined and in accordance with such other terms, conditions and procedures that may be set forth by TAIS from time to time. Such other terms, conditions and procedures may be set forth by TAIS in written communication, such as dealer manuals, bulletins, letters, or the provisions like. Without limiting the generality of this Agreementthe foregoing, the following terms will be deemed incorporated in all orders by MASTER DEALER and its DEALERS and TAIS' acceptance of such orders is expressly made conditioned on the following: (a) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be All list prices are subject to and consistent with the terms change by TAIS without notice, except that TAIS shall use its best efforts to give thirty (30) days prior notice to MASTER DEALER of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer only to the extent accepted by Manufacturer's written confirmation or deliveryprice increases. (b) Delivery dates given by Manufacturer as part All prices, unless otherwise specified, shall not include any applicable Federal, state or local sales, excise, use or similar taxes, all of order acknowledgement for accepted orders for Products or related goods will which shall be honored by Manufacturer on a best effort basisthe responsibility of MASTER DEALER. (c) Accepted orders for Special Order Products or All prices are F.O.B. point of shipment. TAIS shall be deemed to have delivered all AUTHORIZED PRODUCTS and related goods cannot be canceled at point of shipment. All risk of loss or modified by Dealer without Manufacturerdamage shall pass to MASTER DEALER or it's prior written approvalDESIGNATED DEALERS at the point of shipment. MASTER DEALER or its DESIGNATED DEALERS shall bear all costs of freight, freight insurance and associated costs. Within thirty (30) days after receipt of any AUTHOIRZED PRODUCTS, MASTER DEALER or it's DESIGNATED DEALERS shall notify TAIS, in writing, of any shortage, damage or defects in such AUTHORIZED PRODUCTS and failure to do so shall constitute a waiver of all claims against TAIS arising out of such shortage, damage or defects. (d) Dealer must accept all such Products that are not defective. Returned Products shall The "Fiscal Year Quota For Period" listed on Schedule "C" will be subject used to determine MASTER DEALER's sales discount from the TAIS DEALER price list for AUTHORIZED PRODUCTS in accordance with TAIS' standard sales discount policy as set forth in Schedule "D" hereto, but TAIS may, at its sole and absolute discretion, adjust a restocking charge of fifteen percent (15%) of MASTER DEALER's initial sales discount based on the invoice price of the Products returnedMASTER DEALER's past sales performance. (e) Manufacturer TAIS will invoice the MASTER DEALER and its DESIGNATED DEALERS and the MASTER DEALER and its DESIGNATED DEALERS shall pay TAIS, in accordance with such payment and credit terms as are established by TAIS from time to time in TAIS' sole discretion. TAIS reserves the right, without limiting right to revoke at any time any credit extended to the MASTER DEALER or its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside DESIGNATED DEALERS because of the Territory failure to pay for any goods when due or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, for any other reason deemed good and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticersufficient by TAIS. (f) Manufacturer reserves If MASTER DEALER or its DESIGNATED DEALERS fail to pay TAIS in accordance with the right to reject or cancel any Purchase Orderpayment and credit terms established by TAIS, in whole or in part, if Dealer is then in breach such failure shall constitute a material default of this AgreementAgreement and TAIS may refuse to make any further deliveries of AUTHORIZED PRODUCTS, may at its option accelerate and deem immediately due all sums MASTER DEALER or its DESIGNATED DEALERS owe to TAIS and may assert any other legal right against MASTER DEALER or its DESIGNATED DEALERS permitted by law or set forth in the payment or credit terms established by TAIS, including but not limited to late the payment of interest to TAIS on payments due to Manufacturerpast invoices. MASTER DEALER and its DESIGNATED DEALERS shall indemnify and hold harmless TAIS against all interest and costs of collection, including, but not limited to, expenses and attorney fees. (g) Manufacturer Delivery dates given by TAIS for orders for AUTHORIZED PRODUCTS placed by MASTER DEALER or its DESIGNATED DEALERS shall be considered TAIS estimates only and TAIS shall not be deemed to have accepted any order until the AUTHORIZED PRODUCTS are shipped by TAIS to the specified ship-to location. TAIS reserves the right to establish minimum purchase quantities apportion AUTHORIZED PRODUCTS among its customers in its sole discretion. In the event TAIS fails to deliver AUTHORIZED PRODUCTS in accordance with the agreed upon delivery dates, MASTER DEALER or its DESIGNATED DEALERS may cancel the Purchase Order upon written notice to TAIS, provided that TAIS shall have five (5) business days from receipt of Product such notice to commence the delivery. (h) MASTER DEALER and its DESIGNATED DEALERS are encouraged to order AUTHORIZED PRODUCTS using TAIS' FYI Order Entry System. MASTER DEALER acknowledges that the FYI system contains proprietary information, such as defined pricing, sales, technical and other data to TAIS and MASTER DEALER. MASTER DEALER will not divulge and will ensure that its DESIGNATED DEALERS will not divulge such data to third parties without written consent of TAIS' Vice President, Operations. It is the MASTER Dealer's responsibility to notify TAIS of any personnel changes which may involve FYI Access Rights. MASTER DEALER will hold harmless TAIS for any breach thereof." (i) All requests for credit due to pricing or discount disputes must be received by Manufacturer from time TAIS' Customer Service Departments within sixty (60) days of the invoice date, otherwise MASTER DEALER and its DESIGNATED DEALERS waive the right to timereceive any such credit.

Purchases. (a) Dealer The Company shall order and have the right, from time to time after the Commencement Date, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice, to purchase Products and related goods from Manufacturer by writtenthe applicable Purchase Notice Shares, purchase orders ("not to exceed the applicable Purchase Orders")Notice Limit, which shall (i) be deemed to incorporate at the terms and conditions of applicable Purchase Price in accordance with this Agreement whether or not reference (each such purchase, a “Purchase”). The wire for the applicable Purchase Notice shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Investor is obligated to this Agreement is made, (ii) identify accept each Product ordered Purchase Notice prepared and delivered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined Company in accordance with the provisions terms of and subject to the satisfaction of the conditions contained in this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms Company may not deliver a Purchase Notice if the Closing Sale Price of Dealer's the Common Stock on the Trading Day immediately preceding the Purchase Orders Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be subject to and consistent with the terms of this Agreement and shall be null and void ab initio to the extent they vary fromof the amount by which the Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, conflict with or supplement and the terms Investor shall have no obligation to purchase such excess Shares in respect of this Agreement. such Purchase Orders will bind Manufacturer only Notice Limit; provided, however, that the Investor shall remain obligated to purchase the Shares up to the extent accepted by Manufacturer's written confirmation or delivery. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all applicable Purchase Notice Limit in such Products that are not defective. Returned Products shall be Purchase Notice, subject to a restocking charge of fifteen percent (15%) of adjustments provided herein. Notwithstanding the invoice price of foregoing, the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel Company shall not deliver any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited Notices to late on payments due to Manufacturerthe Investor during the PEA Period. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order and purchase Products and related goods from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed The Sellers shall give the Administrative Agent and the Custodian notice of each request for a Purchase, pursuant to incorporate the terms a Purchase Report, and conditions of this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) Section 4.1 and shipping instructions and (iv) specify Dealer's requested delivery datesSection 4.2 hereof. The terms Administrative Agent shall promptly forward a copy of Dealer's such Purchase Orders shall be Report to each Managing Agent. On the Purchase Date specified in the Purchase Report and subject to all other terms and consistent with the terms of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms conditions of this Agreement. Purchase Orders will bind Manufacturer only , each Issuer may, in its discretion (except that ▇▇▇▇▇▇ shall), make available to its Managing Agent at the extent accepted by Manufacturer's written confirmation or deliveryoffice of such Managing Agent set forth in Section 13.1, in immediately available funds, its share of the Purchase. (bii) Delivery dates given In the event that an Issuer (other than ▇▇▇▇▇▇) shall elect not to fund a Purchase requested by Manufacturer as part the Sellers, each related Group Bank agrees that it shall, on the Purchase Date specified in the Purchase Report and subject to all other terms and conditions of order acknowledgement for accepted orders for Products this Agreement, make available to its Managing Agent at the office of the Managing Agent set forth in Section 13.1, in immediately available funds, an amount equal to the product of (x) such Bank’s Bank Commitment Percentage, multiplied by (y) the portion of such Purchase that such Issuer or related goods will be honored by Manufacturer on a best effort basisIssuers have elected not to fund. (ciii) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject After each Managing Agent’s receipt of funds pursuant to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if preceding paragraph (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users and upon fulfillment of the products regarding applicable conditions set forth in Article IV, each Managing Agent will make such funds as requested by the performance of Dealer's installation or service Sellers in the related Purchase Report available to the Sellers in immediately available funds. So long as the Sellers are otherwise entitled to make a specific request to purchase Purchases, Purchase Reports that are received timely in accordance with Section 4.2(a), on a Business Day will be funded on the next Business Day following receipt of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticerPurchase Report. (fiv) Manufacturer reserves Notwithstanding the right foregoing, a Bank shall not be obligated to reject make Purchases under this Section 2.3 at any time to the extent that the amount of all Purchases made by such Bank would exceed such Bank’s Bank Commitment less the outstanding and unpaid principal amount of any loans or cancel purchases made by such Bank under a Liquidity Agreement. In addition, notwithstanding the foregoing, ▇▇▇▇▇▇ shall not be obligated to make Purchases under this Section 2.3 at any time to the extent that the principal amount of all Purchases made by ▇▇▇▇▇▇ would exceed ▇▇▇▇▇▇’▇ Issuer Facility Amount less the outstanding and unpaid principal amount of any loans or purchases made by the related Group Banks under the related Liquidity Agreement. Each Bank’s obligation shall be several, such that the failure of any Bank to make available to the Sellers any funds in connection with any Purchase Order, in whole or in partshall not relieve any other Bank of its obligation, if Dealer any, hereunder to make funds available on the date of such Purchase, but no Bank shall be responsible for the failure of any other Bank to make funds available in connection with any Purchase. No Bank that is then a member of one Group shall be obligated to make funds available in breach respect of this Agreement, including but another Group of which it is not limited to late on payments due to Manufacturera member. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer The Company shall order and have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice, to purchase Products and related goods from Manufacturer by writtenthe applicable Purchase Notice Shares, purchase orders ("not to exceed the applicable Purchase Orders")Notice Limit, which shall (i) be deemed to incorporate at the terms and conditions of applicable Purchase Price in accordance with this Agreement whether or not reference (each such purchase, a “Purchase”). The wire for the applicable Purchase Notice shall occur one (1) Trading Day following the end of the applicable Valuation Period (the “Purchase Settlement Date”). The Investor is obligated to this Agreement is made, (ii) identify accept each Product ordered Purchase Notice prepared and delivered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined Company in accordance with the provisions terms of and subject to the satisfaction of the conditions contained in this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms Company may not deliver a Purchase Notice if the Closing Sale Price of Dealer's the Common Stock on the Trading Day immediately preceding the Purchase Orders Notice Date is less than the Floor Price. If the Company delivers any Purchase Notice directing the Investor to purchase Purchase Notice Shares in excess of the applicable Purchase Notice Limit, such Purchase Notice shall be subject to and consistent with the terms of this Agreement and shall be null and void ab initio to the extent they vary fromof the amount by which the Purchase Notice Shares set forth in such Purchase Notice exceeds such applicable Purchase Notice Limit, conflict with or supplement and the terms Investor shall have no obligation to purchase such excess Shares in respect of this Agreementsuch Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Purchase Notice Limit in such Purchase, subject to adjustments provided herein. Notwithstanding the foregoing, the Company shall not deliver any Purchase Orders will bind Manufacturer only Notices to the extent accepted by Manufacturer's written confirmation or deliveryInvestor during the PEA Period. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. All purchases of goods, supplies and services required in connection with the Operation of the Hotel (a“Hotel Purchases”) Dealer shall order and purchase Products and related goods from Manufacturer be made by written, purchase orders the Operator through one or more of the following ("Purchase Orders"), which shall each a “Procuring Party”) (i) be deemed to incorporate the terms and conditions of this Agreement whether or not reference to this Agreement is madeOperator’s corporate departments, (ii) identify each Product ordered by model number, Operator’s Affiliates or (iii) indicate quantityany non- Affiliate purchasing or brokering service, price specifically including, without limitation, Avendra (in which Operator or an Affiliate of Operator currently owns a minority interest), provided that the aggregate cost to the Owner (including the Purchasing Fee) of any Hotel Purchase shall not be in excess of the costs that a third party would charge on a pro forma basiscompetitive basis for goods, supplies and services of comparable quality and character (the “Comparable Aggregate Cost Test”). All Hotel Purchases shall be subject to the following provisions: (a) the Operator shall have the right to arrange any Hotel Purchase, directly or indirectly, through any Procuring Party or, in Operator’s sole discretion, directly with any vendor on a direct purchase basis in accordance with specifications and purchasing standards adopted by the invoice Operator from time to time; (b) the Operator shall have the right to charge the Owner for all Hotel Purchases purchased through any Procuring Party, the price paid by the Procuring Party for such goods, supplies and services plus any purchasing fee charged by such Procuring Party and described in the Annual Budget (the “Purchasing Fee”), provided that the prices and Purchasing Fee are no less favorable than those generally charged to be other Operator Hotels by such Procuring Party; (c) the Operator may retain rebates, sponsorship fees, discounts and similar considerations on Hotel Purchases made by a Procuring Party that is either a corporate department of the Operator or an Affiliate of the Operator, provided that all Hotel Purchases with respect to which such considerations are made nevertheless satisfy the Comparable Aggregate Cost Test. Non-Affiliate Procuring Parties may retain rebates or discounts on Hotel Purchases made by such Procuring Party; (d) the amounts charged to the Owner with respect to all Hotel Purchases (determined in accordance with the provisions of this AgreementSections 3.8(a) and shipping instructions and (ivb)) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject Operating Expenses of the Hotel (except to and consistent with the terms of this Agreement extent such expenses constitute Capital Expenditures or are otherwise excluded from treatment as Operating Expenses pursuant to Section 9.6) and shall be null and void to paid by the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer only to the extent accepted by Manufacturer's written confirmation or delivery. (b) Delivery dates given by Manufacturer Owner as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned.provided herein; and (e) Manufacturer reserves notwithstanding any other provision of this Section 3.8 to the rightcontrary, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts all Hotel Purchases involving goods, supplies and services identified with any Operator Names or Operator Symbols shall be purchased from or through a Procuring Party for such purpose, provided that the prices and terms thereof are no less favorable than those generally charged to distribute any Product other Operator Hotels by such Procuring Party (allowing for regional variation in pricing due to persons or entities outside of the Territory or assists or permits anyone else to do soscarcity, or delivery costs, and other factors that reasonably vary with region); and (ii) Manufacturer receives repeated complaints from end-users with respect to all major Hotel Purchases involving Furniture, Fixtures and Equipment or Capital Improvements (other than “consumables” and categories of items necessary to ensure consistency with other Operator Hotels, including Operating Equipment or Operating Supplies displaying Operator Names or Operator Symbols), (A) the Operator shall seek competitive bids and (B) the Owner may purchase such goods or services independently, subject to the Operator’s approval of the products regarding the performance quality and character of Dealer's installation goods or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticerservices purchased. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order During the term of this Agreement and purchase Products and related goods from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed subject to incorporate the terms and conditions of this Agreement whether or not reference hereof, and subject to this Agreement is madeacceptable credit being established and maintained by MRI, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to which acceptable credit will be determined in accordance with OCR's sole judgment, OCR shall sell to MRI and MRI shall purchase from OCR, on an exclusive basis, and utilizing OCR's sales order forms, all of MRI's requirements of scrap galvanized steel (herein referred to as "Material") to be processed at the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery datesPlant which is estimated to be approximately 100,000 gross tons per year. The terms of Dealer's Purchase Orders Subject to Section 18 hereof, such purchases shall be subject based on OCR's sales to third parties of Processed Material and consistent with the OCR and MRI shall communicate to each other as to OCR's needs. OCR agrees to use reasonable efforts to establish long term sources of supply on terms of this Agreement reasonably satisfactory to MRI. Such terms shall include price, quantity, quality specifications and delivery schedules. All shipments shall be invoiced on OCR standard forms and shall reflect the following terms: a) Each portion of the Material will be null and void purchased by MRI at a price (the "Purchase Price") equal to the extent they vary fromsum of the following: i) Cost of such portion of the Material to OCR; ii) Applicable freight charges, conflict with or supplement the terms if any, from origin of this Agreement. Purchase Orders will bind Manufacturer only shipment to the extent accepted by Manufacturer's written confirmation or delivery.Plant; (biii) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject A purchase commission in an amount equal to a restocking charge of fifteen three percent (153%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, total amounts referred to refuse to supply Products to Dealer and/or to cancel this Agreement if in clauses (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or and (ii) Manufacturer receives repeated complaints from end-users above. b) The Purchase Price for each portion of the products regarding Material shall be payable to OCR upon the performance earlier of: i) Thirty (30) days from the date of Dealer's installation or service delivery to the Plant of such portion of the productsMaterial or ii) The date of offset described in Section 4 below. The obligation of MRI to pay the Purchase Price shall be secured by a first security interest in favor of OCR on all present and future inventory of Material and Processed Material and accounts receivable of MRI. MRI hereby grants to OCR a first security interest in all of its present and future inventory of Material and Processed Material and in all proceeds thereof, including insurance proceeds, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticerin all of its present and future accounts receivable and in all proceeds thereof. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order and purchase Products and related goods from Manufacturer VeriChip by written, purchase orders ("“Purchase Orders"”), which shall (i) be deemed to incorporate the terms and conditions of this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's ’s requested delivery dates. The terms of Dealer's ’s Purchase Orders shall be subject to and consistent with the terms of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer VeriChip only to the extent accepted by Manufacturer's VeriChip’s written confirmation or delivery. (b) Delivery dates given by Manufacturer VeriChip as part of order acknowledgement acknowledgment for accepted orders for Products or related goods will be honored by Manufacturer VeriChip on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's VeriChip’s prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen twenty percent (1520%) of the invoice price of the Products returned. (e) Manufacturer VeriChip reserves the right to sell replacement tags and straps directly to the end-user. Notwithstanding the foregoing, Dealer shall continue to honour his service responsibility on the entire system as specified in Section 14. Dealer shall have the right to supply replacement straps and tags to the end-user providing these are ordered in the minimum quantities specified by VeriChip from time to time. (f) VeriChip reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer VeriChip receives repeated complaints from end-users of the products systems regarding the performance of Dealer's installation or service of the products’s systems incorporating a Product, and Dealer fails to cure such complaints to Manufacturer's VeriChip’s satisfaction after reasonable noticernotice, or (iii) Dealer has failed to send technical staff for training by VeriChip. (fg) Manufacturer VeriChip reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (gh) Manufacturer VeriChip reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer VeriChip from time to time.

Purchases. (a) Dealer shall order Under this Agreement, the Company agrees to purchase from the Supplier, and purchase Products and related goods from Manufacturer by writtenthe Supplier agrees to sell to the Company, purchase orders ("Purchase Orders"), which shall (i) be deemed to incorporate the Supplier’s Accounts Receivable in accordance with the terms and conditions of this Agreement whether or not reference Agreement, the Company’s tariff, the Commission-approved Joint Petition for Settlement of all Issues at Commission Docket No. P-2009-2099333 (the “Settlement”) and subsequent rules adopted by the Commission applicable to the Company’s purchase of Suppliers’ Accounts Receivable, including the following requirements: a. The Company shall make purchases on a daily basis beginning on the commencement date of this Agreement (pursuant to Paragraph 3 below) and shall make purchases daily through the remainder of the term of this agreement. Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is madethe fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Notwithstanding anything in this Agreement to the contrary, (i) in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Supplier, and (ii) identify each Product ordered in no case shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the Choice Service for the month being purchased. The Company shall acquire the Accounts Receivable for all of the accounts in the Supplier’s Customer Base, and the Company shall not make purchases of less than all of the Accounts Receivable originated by model numberthe Supplier; provided, however, that if the Supplier elects Billing Option 2 for all or a portion of its small commercial Choice accounts, then the Company shall purchase only the Accounts Receivable for the Supplier’s Accounts that are billed via Billing Option 2. The Supplier acknowledges that, pursuant to the Settlement, (iiix) indicate quantitythe option for Supplier to elect Billing Option 1 or Billing Option 2 for all or a portion of its small commercial Choice accounts shall not be available until March 7, price 2012, unless the Company authorizes an earlier effective date in its sole discretion, (on y) the Supplier’s option to elect Billing Option 1 or Billing Option 2 for all or a pro forma basisportion of its accounts is solely limited to small commercial Choice Accounts, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (ivz) specify Dealer's requested delivery datesif Billing Option 2 is terminated by the Supplier’s election, the Supplier may not return to Billing Option 2 for such Customer accounts for one year following the election. c. The Supplier warrants that it has good title to all Accounts Receivable delivered to Company from time to time hereunder, and that such Accounts Receivable shall be free and clear of all liens, encumbrances, and claims whatsoever. The terms Supplier shall indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of Dealer's Purchase Orders shall be subject to and consistent with a breach of such warranty. d. Although it is not the terms intent of this Agreement and shall be null and void to the extent they vary from, conflict interfere with or supplement otherwise compromise the terms confidential nature of this Agreement. Purchase Orders will bind Manufacturer any information possessed by the Supplier, the Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent accepted by Manufacturer's written confirmation or deliverynecessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order On and purchase Products and related goods from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed subject to incorporate the terms and conditions of this Agreement (including Article 3 and clause (g) below), on the Closing Date each initial Primary Purchaser may purchase its Purchaser Percentage of the Equipment Loan Initial Advance or the Receivables Initial Advance, as applicable, for a purchase price equal to the portion of the Equipment Loan Initial Advance or the Receivables Initial Advance, as applicable, so purchased. The determination of whether or not reference an initial Primary Purchaser will make such purchase may, less such amounts as the Issuer and the initial Primary Purchasers shall agree, be made by the related Agent for such Primary Purchaser. (b) On and subject to the terms and conditions of this Agreement is made(including Article 3 and clause (g) below) and prior to the Conversion Date, each Primary Purchaser may purchase its Purchaser Percentage of any Equipment Loan Advance Increase or Receivables Advance Increase, as applicable, offered for purchase hereunder for a purchase price equal to the Equipment Loan Advance Increase or the Receivables Advance Increase, as applicable, so purchased. The determination of whether an initial Primary Purchaser will make such purchase may be made by the related Agent for such Primary Purchaser. (iic) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to Each purchase of any Equipment Loan Advance Increase or Receivables Advance Increase hereunder shall be determined in accordance with the provisions hereof upon delivery of this Agreement) an Advance Increase Notice by the Issuer to each Agent and shipping instructions the Indenture Trustee received no later than 3:00 p.m., New York City time, at least two Business Days prior to the applicable Equipment Loan Borrowing Date or one Business Day prior to the applicable Receivables Borrowing Date (or such shorter period as may be agreed to by each Agent). Each Advance Increase Notice shall be irrevocable and (iv) shall specify Dealer's requested delivery datesan Advance of at least $1,000,000, unless each Committed Purchaser otherwise agrees, and in an integral multiple of $100,000. The terms of Dealer's Purchase Orders Issuer may not deliver more than one Advance Increase Notice with respect to an Equipment Loan Advance Increase and more than two Advance Increase Notices with respect to a Receivables Advance Increase in any calendar week, unless each Agent otherwise agrees, which consent shall be subject to and consistent with the terms of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer only to the extent accepted by Manufacturer's written confirmation or delivery. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approvalunreasonably withheld. (d) Dealer must accept all Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1 (a) or 2.1(b). In the event that a CP Conduit shall not have timely provided such Products that are not defective. Returned Products notice, such CP Conduit shall be subject deemed to a restocking charge of fifteen percent (15%) have elected not to make such purchase. Such Agent shall notify each CPC Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the invoice price Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Products returnedEquipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such CPC Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and the satisfaction of the applicable conditions set forth in Article 3 and clause (g) below, each of such CP Conduit’s CPC Committed Purchasers shall make a purchase of Equipment Loan Notes or Receivables Notes, as applicable, on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Equipment Loan Initial Advance, the Equipment Loan Advance Increase, the Receivables Initial Advance, or the Receivables Advance Increase, as applicable, so purchased. (e) Manufacturer reserves All purchases made pursuant to this Note Purchase Agreement by each Note Purchaser in a Purchaser Group shall be evidenced by one Equipment Loan Note or Receivables Note, as applicable, for such Purchaser Group issued pursuant to the rightIndenture in the name of the related Agent for such Purchaser Group or, without limiting if requested by such Agent, in the name of the relevant Primary Purchaser. Each Equipment Loan Note Purchaser’s or Receivables Note Purchaser’s, as applicable, purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) shall be made available to the Issuer at such account as it shall direct or to the Agent for its other remedies under this AgreementPurchaser Group at the account of the Agent specified in Section 8.2(b), subject to refuse the fulfillment of the applicable conditions set forth in Article 3, if to supply Products the Agent, at or prior to Dealer and/or 2:00 p.m., New York City time, and if to cancel this Agreement if the Issuer, at or prior to 3:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds. If such funds are to be remitted to an Agent, such Agent shall promptly notify the Issuer and the Transferor in the event that any Equipment Loan Note Purchaser or Receivables Note Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) Dealer attempts to distribute any Product to persons or entities outside such Agent’s receipt of the Territory or assists or permits anyone else to do so, or such funds and (ii) Manufacturer receives repeated complaints from end-users the fulfillment of the products regarding applicable conditions set forth in Article 3, as determined by such Agent, such Agent will, not later than 3:00 p.m., New York City time on such Purchase Date, make such funds available, in the performance same type of Dealer's installation or service funds received, by wire transfer thereof to the account of the productsIssuer in the United States specified in the applicable Advance Increase Notice or, and Dealer fails in the case of the purchase on the Closing Date, specified in writing by the Issuer to cure such complaints Agent not later than the one Business Day prior to Manufacturer's satisfaction after reasonable noticerthe Closing Date. (f) Manufacturer reserves Notwithstanding the right fulfillment of the applicable conditions set forth in Article 3 with respect to reject or cancel any Purchase Ordera purchase, in whole the event that a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e), such CP Conduit shall be deemed to have rescinded its election to make such purchase, and none of the Issuer, the Transferor or any other Person shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 1:00 p.m., New York City time, on the Purchase Date to each CPC Committed Purchaser for such CP Conduit and to the Issuer and the Transferor, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such CPC Committed Purchasers on such Purchase Date (as determined by such Agent in partgood faith; for purposes of such determination, if Dealer is then such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit’s CPC Committed Purchasers shall purchase a portion of the Equipment Loan Note Principal Balance or Receivables Note Principal Balance, as applicable, in breach an amount equal to its Liquidity Percentage of this Agreementthe amount described in clause (ii) above at or before 2:00 p.m., including but New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d). Subject to such Agent’s receipt of such funds, such Agent will not limited later than 3:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to late on payments due the account of the Issuer described in subsection 2.1(e), which payment shall be deemed to Manufacturerbe timely for purposes hereof and of the Indenture. (g) Manufacturer reserves Notwithstanding anything herein to the right contrary, in no event (i) shall a Committed Purchaser be required on any date to establish minimum make a purchase quantities of Product as defined by Manufacturer from time the Equipment Loan Initial Advance or purchase an Equipment Loan Advance Increase which would result in its Percentage Interest of the Equipment Loan Note Principal Balance, determined after giving effect to timesuch purchase, exceeding its Adjusted Commitment with respect thereto; or (ii) may any Equipment Loan Advance Increase or the Equipment Loan Initial Advance be offered for purchase hereunder, nor shall any Equipment Loan Note Purchaser be obligated to purchase any Equipment Loan Advance Increase or the Equipment Loan Initial Advance, to the extent that, after giving effect to such Equipment Loan Advance Increase or purchase of the Equipment Loan Initial Advance, the Equipment Loan Note Principal Balance would exceed the Equipment Loan Facility Limit. (h) Notwithstanding anything herein to the contrary, in no event (i) shall a Committed Purchaser be required on any date to make a purchase of the Receivables Initial Advance or purchase a Receivables Advance Increase which would result in its Percentage Interest of the Receivables Note Principal Balance, determined after giving effect to such purchase, exceeding its Adjusted Commitment with respect thereto; or (ii) may any Receivables Advance Increase or the Receivables Initial Advance be offered for purchase hereunder, nor shall any Receivables Note Purchaser be obligated to purchase any Receivables Advance Increase or the Receivables Initial Advance, to the extent that, after giving effect to such Receivables Advance Increase or purchase of the Receivables Initial Advance, the Receivables Note Principal Balance would exceed the Receivables Facility Limit.

Purchases. (a) Dealer shall order Under this Agreement, the Company agrees to purchase from the Choice Supplier, and purchase Products the Choice Supplier agrees to sell and related goods assign to the Company, the Choice Supplier’s Accounts Receivable arising from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed gas commodity sales to incorporate its Customers in accordance with the terms and conditions of this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (including the following requirements: a. The Company shall make purchases on a pro forma basis, with daily basis beginning on the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms commencement date of this Agreement (see Paragraph 3, below) and shall be null and void to make purchases daily through the extent they vary from, conflict with or supplement remainder of the terms term of this Agreement. Purchase Orders Although the price for each Account Receivable coming into existence after the date hereof shall be owed by the Company to the Choice Supplier on the date such Account Receivable comes into existence, final settlement of the price between the Company and the Choice Supplier shall be effected on a monthly basis as provided in Paragraph 5 with respect to all Receivables coming into existence during the most recently completed billing cycle for each particular Customer. For illustration purposes only, if a Customer’s billing cycle is the fifteenth (15th) day of Month One to the fifteenth (15th) day of Month Two, in Month Two, the Company shall pay for those Customer’s Accounts Receivable that are billed in Month Two. b. Irrespective of Paragraph a. above, in no case shall the Company purchase the Accounts Receivable for any Customer’s indebtedness incurred prior to that Customer’s enrollment with the Choice Supplier. Under no circumstance shall the Company purchase the Accounts Receivable for any Customer or Customers who did not participate in the NIPSCO Choice program for the month being purchased. c. Choice Supplier warrants that it has good title to all Accounts Receivable delivered to Company hereunder, and that such Accounts Receivable will bind Manufacturer be free and clear of all liens, encumbrances, and claims whatsoever, and that it will indemnify Company, and save it harmless from all suits, actions, debts, accounts, damages, costs, losses and expenses arising from or out of a breach of such warranty. d. Although it is not the intent of this Agreement to interfere with or otherwise compromise the confidential nature of any information possessed by Choice Supplier, Choice Supplier hereby agrees to provide access at reasonable times and in a reasonable manner to all books, records and other information (including, without limitation data contained in computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Accounts Receivable and only to the extent accepted by Manufacturer's written confirmation or deliverynecessary in the event Company possesses no other reasonably comparable information and therefore needs such access to collect such Accounts Receivable. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order The Purchaser hereby unconditionally and irrevocably agrees to purchase Products and related goods from Manufacturer by written, purchase orders the Company up to 25,000,000 shares of common stock ("Purchase OrdersCommon Stock"), which shall (i) be deemed in one or more Tranches on and subject to incorporate the terms and conditions of provided this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer only to the extent accepted by Manufacturer's written confirmation or deliverySection 2.2. (b) Delivery dates Commencing on or before the Effective Date, the Company may give a notice (a "Put Notice") to the Purchaser. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date" The Put Notice shall specify the dollar amount (the "Put Amount") of the Common Stock to be purchased by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will the Purchaser (which amount shall be honored by Manufacturer on a best effort basisnot be less than ten thousand dollars ($10,000) and not more than one million dollars ($1,000,000) in any given Put Notice). (c) Accepted orders for Special Order Products or Except as specifically provided in this Section 2.3, the purchase and sale of Additional Common Stock effected on each Additional Closing Date shall be conducted as if it were the transactions referred to in the Transaction Agreements (other than this Section 2.3). By way of illustration, and not in limitation, of the foregoing, each of the Company and the Purchaser shall be deemed to have made all of the representation, warranties and covenants set forth in the Transaction Agreements as of the Additional Common Stock and the related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approvalWarrants. (d) Dealer must accept all such Products that are not defective. Returned Products It shall be subject a condition to the Company's right to issue a restocking charge of fifteen percent (15%) Put Notice that, as of the invoice price Put Notice Date and the relevant Additional Closing Date, the representations and warranties of the Products returned. Company contained in Article 4 hereof shall be true and correct in all material respects (e) Manufacturer reserves and the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside Company's issuance of the Territory Additional Common Stock shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or assists otherwise) in the business or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users conditions of the products regarding Company from the performance of DealerInitial Closing Date through and including the Additional Closing Date (and the Company's installation or service issuance of the products, Additional Common Stock shall constitute the Company's making such representation and Dealer fails to cure warranty as of such complaints to Manufacturer's satisfaction after reasonable noticerdate). (f) Manufacturer reserves Except to the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach extent specifically contemplated by the provisions of this AgreementSection, including but not limited the closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to late the closing held on payments due to Manufacturerthe Initial Closing Date. (g) Manufacturer reserves The Purchaser's obligations under this Section 2.2 shall terminate eighteen (18) months after the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to timeInitial Closing Date.

Purchases. (a) Dealer shall order From and purchase Products after the Closing Date and related goods from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed until the Facility Termination Date and subject to incorporate the terms and conditions hereof, the Conduit Purchaser (prior to the occurrence of this Agreement whether a Redwood Termination Date) and the Committed Purchaser (after the occurrence of the Committed Purchaser Funding Event) severally agree to purchase Purchaser Interests (each such purchase hereunder, a "Purchase") from the Seller from time to time and the Seller agrees to sell such Purchaser Interests to the Purchasers. Under no circumstances shall a Purchaser make any Purchase if, after giving effect thereto, a Purchase Excess would exist. Each purchase of undivided percentage ownership interests in the Receivables by the Purchasers hereunder shall consist of either (i) a purchase made by the applicable Purchasers with new funds provided by such Purchasers (each, a "Capital Purchase") or not reference to this Agreement is made, (ii) identify each Product ordered a purchase made by model number, (iii) indicate quantity, price (on a pro forma basis, the Applicable Purchasers with funds consisting of Collections allocated to the invoice price Purchaser Interests pursuant to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms of this Agreement and which does not increase the Capital Investment (each, a " Reinvestment Purchase"). On each Business Day following the Closing Date until the Facility Termination Date, but subject to the conditions set forth in Section 3.02 hereof, each Purchaser holding a Purchaser Interest at such time shall be null and void automatically deemed to have made a Reinvestment Purchase with the extent they vary from, conflict with or supplement excess of (i) the terms proceeds of this Agreement. Purchase Orders will bind Manufacturer only Collections in which it has a Purchaser Interest over (ii) the amount to the extent accepted by Manufacturer's written confirmation or delivery. (bbe paid pursuant to Section 6.02(b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. through (d) Dealer must accept all and 6.02(g), except that if the Administrative Agent has taken dominion and control over the Lockbox Accounts pursuant to Section 6.01(a)(i), such Products that are not defective. Returned Products Reinvestment Purchase shall be subject made in the amount of funds to a restocking charge of fifteen percent (15%) of be distributed to the invoice price of the Products returnedSeller pursuant to Section 6.03(d). (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order From and purchase Products after the Closing Date and related goods from Manufacturer by written, purchase orders ("Purchase Orders"), which shall (i) be deemed until the Facility Termination Date and subject to incorporate the terms and conditions of this Agreement whether or not reference hereof, the Conduit Purchaser and the Committed Purchaser severally agree to this Agreement is madepurchase Purchaser Interests (each such purchase hereunder, (iia "Purchase") identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with from the invoice price Seller from time to be determined in accordance with time and the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery datesSeller agrees to sell such Purchaser Interests to the Purchasers. The terms obligation of Dealer's Purchase Orders the Conduit Purchaser to make Purchases hereunder shall be subject from the Closing Date until the occurrence of a Committed Purchaser Funding Event. The obligation of the Committed Purchaser to make Purchases hereunder shall be from and consistent after the occurrence of a Committed Purchaser Funding Event until the Facility Termination Date. Under no circumstances shall a Purchaser make any Purchase if, after giving effect thereto, a Purchase Excess would exist. Each purchase of undivided percentage ownership interests in the Transferred Receivables by the Purchasers hereunder shall consist of either (a) a purchase made by the applicable Purchaser with new funds provided by such Purchaser (each, a "Capital Purchase") or (b) a purchase made by the applicable Purchaser with funds consisting of Collections allocated to the Purchaser Interests pursuant to the terms of this Agreement and (each, a "Reinvestment Purchase"). On each Business Day following the Closing Date until the Facility Termination Date, but subject to Section 3.2 hereof, each Purchaser holding a Purchaser Interest at such time shall be null and void automatically deemed to have made a Reinvestment Purchase with the amount of funds to be distributed to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer only Seller pursuant to the extent accepted by Manufacturer's written confirmation or delivery. (b) Delivery dates given by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen percent (15%) of the invoice price of the Products returned. (e) Manufacturer reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in partSection 6.3(c), if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturerany. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to time.

Purchases. (a) Dealer shall order The Purchaser hereby unconditionally and irrevocably agrees to purchase Products and related goods from Manufacturer by written, purchase orders the Company up to 25,000,000 shares of common stock ("Purchase OrdersCommon Stock"), which shall (i) be deemed in one or more Tranches on and subject to incorporate the terms and conditions of provided this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer only to the extent accepted by Manufacturer's written confirmation or deliverySection 2.2. (b) Delivery dates ommencing on or before the Effective Date, the Company may give a notice (a "Put Notice") to the Purchaser. The date the Put Notice is given to the Purchaser is referred to as the "Put Notice Date" The Put Notice shall specify the dollar amount (the "Put Amount") of the Common Stock to be purchased by Manufacturer as part of order acknowledgement for accepted orders for Products or related goods will the Purchaser (which amount shall be honored by Manufacturer on a best effort basisnot be less than ten thousand dollars ($10,000) and not more than one million dollars ($1,000,000) in any given Put Notice). (c) Accepted orders for Special Order Products or Except as specifically provided in this Section 2.3, the purchase and sale of Additional Common Stock effected on each Additional Closing Date shall be conducted as if it were the transactions referred to in the Transaction Agreements (other than this Section 2.3). By way of illustration, and not in limitation, of the foregoing, each of the Company and the Purchaser shall be deemed to have made all of the representation, warranties and covenants set forth in the Transaction Agreements as of the Additional Common Stock and the related goods cannot be canceled or modified by Dealer without Manufacturer's prior written approvalWarrants. (d) Dealer must accept all such Products that are not defective. Returned Products It shall be subject a condition to the Company's right to issue a restocking charge of fifteen percent (15%) Put Notice that, as of the invoice price Put Notice Date and the relevant Additional Closing Date, the representations and warranties of the Products returned. Company contained in Article 4 hereof shall be true and correct in all material respects (e) Manufacturer reserves and the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside Company's issuance of the Territory Additional Common Stock shall constitute the Company's making each such representation and warranty as of such date) and there shall have been no material adverse changes (financial or assists otherwise) in the business or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users conditions of the products regarding Company from the performance of DealerInitial Closing Date through and including the Additional Closing Date (and the Company's installation or service issuance of the products, Additional Common Stock shall constitute the Company's making such representation and Dealer fails to cure warranty as of such complaints to Manufacturer's satisfaction after reasonable noticerdate). (f) Manufacturer reserves Except to the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach extent specifically contemplated by the provisions of this AgreementSection, including but not limited the closing of each Additional Tranche shall be conducted upon the same terms and conditions as those applicable to late the closing held on payments due to Manufacturerthe Initial Closing Date. (g) Manufacturer reserves The Purchaser's obligations under this Section 2.2 shall terminate eighteen (18) months after the right to establish minimum purchase quantities of Product as defined by Manufacturer from time to timeInitial Closing Date.

Purchases. (a) Dealer shall order and purchase Products and related goods from Manufacturer VeriChip by written, purchase orders ("“Purchase Orders"”), which shall (i) be deemed to incorporate the terms and conditions of this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's ’s requested delivery dates. The terms of Dealer's ’s Purchase Orders shall be subject to and consistent with the terms of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer VeriChip only to the extent accepted by Manufacturer's VeriChip’s written confirmation or delivery. (b) Delivery dates given by Manufacturer VeriChip as part of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer VeriChip on a best effort basis. (c) Accepted orders for Special Order Products or related goods cannot be canceled or modified by Dealer without Manufacturer's VeriChip’s prior written approval. (d) Dealer must accept all such Products that are not defective. Returned Products shall be subject to a restocking charge of fifteen twenty percent (1520%) of the invoice price of the Products returned. (e) Manufacturer VeriChip reserves the right to sell replacement tags and straps directly to the end-user. Notwithstanding the foregoing, Dealer shall continue to honour his service responsibility on the entire system as specified in Section 14. Dealer shall have the right to supply replacement straps and tags to the end-user providing these are ordered in the minimum quantities specified by VeriChip from time to time. (f) VeriChip reserves the right, without limiting its other remedies under this Agreement, to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer VeriChip receives repeated complaints from end-users of the products systems regarding the performance of Dealer's installation or service of the products’s systems incorporating a Product, and Dealer fails to cure such complaints to Manufacturer's VeriChip’s satisfaction after reasonable noticernotice, or (iii) Dealer has failed to send technical staff for training by VeriChip. (fg) Manufacturer VeriChip reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (gh) Manufacturer VeriChip reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer VeriChip from time to time.

Purchases. (a) Dealer shall order Each Seller hereby sells, transfers, absolutely assigns, conveys and purchase Products sets over to the Purchaser, effective on the Closing Date and related goods from Manufacturer on each Applicable Daily Settlement Date occurring after the Closing Date and prior to the Facility Termination Date, all Receivables owned by writtensuch Seller as of the close of business on the Business Day immediately preceding such Closing Date or Applicable Daily Settlement Date (each, purchase orders (a "Purchase OrdersPurchase"), which shall (i) be deemed to incorporate the terms and conditions of this Agreement whether or not reference to this Agreement is made, (ii) identify each Product ordered by model number, (iii) indicate quantity, price (on a pro forma basis, with the invoice price to be determined in accordance with the provisions of this Agreement) and shipping instructions and (iv) specify Dealer's requested delivery dates. The terms of Dealer's Purchase Orders shall be subject to and consistent with the terms of this Agreement and shall be null and void to the extent they vary from, conflict with or supplement the terms of this Agreement. Purchase Orders will bind Manufacturer only to the extent accepted by Manufacturer's written confirmation or delivery. (b) Delivery dates given The purchase price (the "Purchase Price") for the Receivables (together with the Related Security) payable on the Closing Date or any Daily Settlement Date shall be an amount equal to the fair market value of such Receivables, as agreed between the relevant Seller and the Purchaser. The Purchase Price for the Transferred Receivables sold by Manufacturer each Seller to the Purchaser pursuant to this Agreement shall be paid on the Closing Date and each Daily Settlement Date (i) in cash, and (ii) in the sole discretion of the relevant Seller, as part capital contributed by that Seller to the Purchaser, or any combination of order acknowledgement for accepted orders for Products or related goods will be honored by Manufacturer on a best effort basisthe foregoing. (c) Accepted orders Notwithstanding anything herein or in any other Transaction Document to the contrary, as of the Closing Date and each Daily Settlement Date, if the fair market value of any Transferred Receivable exceeds the Purchase Price for Special Order Products or related goods cannot such Transferred Receivable previously agreed between the relevant Seller and the Purchaser, then such excess shall be canceled or modified deemed to be a contribution to the capital of the Purchaser by Dealer without Manufacturerthe relevant Seller as of such date and shall increase that Seller's prior written approvalbeneficial ownership interest in the Purchaser accordingly. (d) Dealer must accept all Each Seller shall, upon each request of the Purchaser or the Administrative Agent, confirm each Purchase hereunder on any Applicable Daily Settlement Date by a certificate of assignment executed by such Products that are not defective. Returned Products Seller, a copy of which certificate shall be subject provided by the Servicer to a restocking charge the Administrative Agent pursuant to the Receivables Purchase Agreement. Upon each Purchase of fifteen percent (15%) Receivables, the ownership of each such Receivable shall be vested in the invoice price of the Products returnedPurchaser, and no Seller shall take any action inconsistent with such ownership or claim any ownership interest in any such Receivable. (e) Manufacturer reserves Each Seller shall indicate in its records that the rightownership of each Applicable Transferred Receivable is held by the Purchaser or its assignee. In addition, without limiting such Seller shall respond to any inquiries with respect to ownership of an Applicable Transferred Receivable by stating that it is no longer the owner of such Receivable and that ownership of such Applicable Transferred Receivable is held by the Purchaser or its other remedies under this Agreement, assignee. Each Seller will furnish to refuse to supply Products to Dealer and/or to cancel this Agreement if (i) Dealer attempts to distribute any Product to persons or entities outside of the Territory or assists or permits anyone else to do so, or (ii) Manufacturer receives repeated complaints from end-users of the products regarding the performance of Dealer's installation or service of the products, and Dealer fails to cure such complaints to Manufacturer's satisfaction after reasonable noticer. (f) Manufacturer reserves the right to reject or cancel any Purchase Order, in whole or in part, if Dealer is then in breach of this Agreement, including but not limited to late on payments due to Manufacturer. (g) Manufacturer reserves the right to establish minimum purchase quantities of Product as defined by Manufacturer Purchaser from time to timetime with statements and schedules further identifying and describing the Applicable Transferred Receivables and with such other reports in connection with such Transferred Receivables as the Purchaser may reasonably request, all in reasonable detail.