Common use of The Closing Clause in Contracts

The Closing. The closing of the Repurchase (the “Closing”) shall take place on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). At the Closing: a. the Company shall pay or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The Delivery and payment for the Purchased Securities will be completed at the closing of the Repurchase (purchase and sale of the “Closing”) shall take place Offered Securities at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ Court, ▇▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, British Columbia V6Z 2M1 at 10:00 a.m., Vancouver time, on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). At If, at the Closing: a. , the Company shall pay terms and conditions contained in the Underwriting Agreement have been complied with to the satisfaction of the Underwriter or cause waived by the Underwriter, the Underwriter will deliver to the Corporation all completed subscription agreements, including this Agreement, and deliver to the Corporation the aggregate subscription proceeds, against delivery by the Corporation of certificates representing the Offered Securities and such other documentation as may be requested by the Underwriter. Certificates representing the Purchased Securities will be available for delivery to you against payment to the Underwriter through which the Subscriber subscribed for the Purchased Securities of the amount of the Purchase Price for the Purchased Securities in freely transferable Canadian funds. Such payment is to be paid to the Holdermade by bank draft, by wire transfer certified cheque or other form of immediately available funds payable in favour of the Underwriter through which the Subscriber subscribed for the Purchased Securities or such other Person as the Underwriter shall advise you. If you do not choose to attend on the account Closing Date to receive the certificates representing the Purchased Securities, you, on your behalf or accounts designated by on behalf of others for whom you are contracting hereunder, hereby irrevocably appoint any one of the Holder in writing prior Underwriter to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer act as your agent for the Series B Preferred Stock purpose of acting as your representative at the Securities, free Closing and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of hereby appoint any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions one of the Company or any Underwriter, with full power of its subsidiaries and those arising solely under the Securities Act of 1933substitution, as amended, your true and the rules lawful attorney in your place or ▇▇▇▇▇ to execute in your name and regulations of the Securities on your behalf all closing receipts and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agentdocuments required, to cancel the Securitiescomplete or correct any errors or omissions in any form or document provided by you, and thereafter the Securities shall be null and voidto approve any opinion, and any and all rights arising thereunder shall be extinguished. All authority herein conferred certificate or agreed other document addressed to be conferred you, to waive, in this Repurchase Agreement shall survive the dissolution of the Holder and whole or in part, any representation, warranty, undertaking covenant or condition for your benefit and obligation contained in the Underwriting Agreement or in this Agreement, to exercise any right of termination contained in the Underwriting Agreement, to terminate or not deliver this Agreement if any condition is not satisfied, in such manner and on such terms and conditions as any one of the Holder hereunder shall be binding upon Underwriter in the trustees in bankruptcy, legal representatives, successors sole discretion thereof may determine and assigns to accept delivery of the Holdercertificates representing the Purchased Securities on the Closing Date.

The Closing. (a) The closing of the Repurchase (the “Closing”) shall of the purchase and sale of the Acquired Assets and assumption of the Assumed Liabilities hereunder (collectively, the “Purchase and Assumption”) will take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP on the date hereof later of (i) March 29, 2013 and (ii) the second Business Day following the satisfaction or waiver of each of the Closing Date Conditions in accordance with the terms of this Agreement or at such time and place other date as the Company and Holder mutually agree parties hereto jointly designate in writing (the “Closing Date”). . (b) At the Closing: a. , the Company shall pay Purchaser will, and the Sellers will, deliver or cause to be paid delivered to each other the HolderInstrument of Assignment and Assumption in substantially the form set forth in Annex A, and such other instruments as are necessary or appropriate to reflect the Purchase and Assumption and the satisfaction or waiver of the conditions set forth in Article VII. (c) At the Closing, the Purchaser will pay the Estimated Purchase Price by initiating a wire transfer of immediately available funds (in U.S. dollars) prior to 11:00 a.m. Eastern time on the Closing Date to an account or accounts designated specified by the Holder in writing Sellers at least one Business Day prior to the ClosingClosing Date. (d) Subject to the following provisions of this subsection 3.1(d), the First Payment; and b. Purchaser agrees to assume all rights and obligations of Target National Bank under the Holder shall deliver Deposit Account Agreement, including all deposit Liabilities thereunder to the Company or its transfer agent extent outstanding as of the Closing Date. On the Closing Date, the Sellers shall pay to the Purchaser an amount equal to the Deposit Liabilities held by Target National Bank for the Series B Preferred Stock Parent (which payment shall be made by a deduction from the SecuritiesPurchase Price). On the Business Day following the Closing Date, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable Purchaser shall pay to the Company and, if applicable, its transfer agent, or by means depositor the same amount of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentsuch deposit Liabilities as it assumed. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The (a) Any closing of the Repurchase (the “Closing”) hereunder shall take place on the date hereof specified by the Grantee in its Exercise Notice at 9:00 A.M., local time, at the offices of Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, 1999 Avenue of the Stars, Los Angeles, California, or, if the conditions set forth in Section 2(a) or 2(b) have not then been satisfied, on the second business day following the satisfaction of such conditions, or at such other time and place as the Company and Holder mutually parties hereto may agree (the “"Closing Date”"). At On the Closing: a. Closing Date, the Company shall pay or cause to be paid Grantor will deliver to the HolderGrantee a ------------ certificate or certificates representing the Option Shares in the denominations designated by the Grantee in its Exercise Notice and the Grantee will purchase such Option Shares from the Grantor at the price per Option Share equal to the Purchase Price. Unless otherwise specified in this Agreement, any payment made by the Grantee to the Grantor, or by the Grantor to the Grantee, pursuant to this Agreement shall be made by certified or official bank check or by wire transfer of immediately available funds to the account or accounts a bank designated by the Holder in writing prior to the Closing, the First Payment; andparty receiving such funds. b. the Holder shall deliver to the Company or its transfer agent (b) Certificates for the Series B Preferred Stock Option Shares delivered on the SecuritiesClosing Date will have typed or printed thereon a restrictive legend which will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE VARCO STOCK OPTION AGREEMENT DATED AS OF MARCH 22, free 2000, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF VARCO AT ITS PRINCIPAL EXECUTIVE OFFICES." It is understood and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and agreed that (i) the reference to restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amendedamended (the "Securities Act"), in the above -------------- legend will be removed by delivery of substitute certificate(s) without such reference if such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the rules and regulations Securities Act or Grantee has delivered to Grantor a copy of a letter from the staff of the Securities and Exchange Commission ( the “SEC”) promulgated thereunderCommission, or under similar state securities laws (“Permitted Encumbrances”))an opinion of counsel in form and substance reasonably satisfactory to Grantor and its counsel, duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means effect that such legend is not required for purposes of the book-entry transfer procedures Securities Act and (ii) the reference to restrictions pursuant to this Agreement in the above legend will be removed by delivery of substitute certificate(s) without such reference if the Company, Option Shares evidenced by certificate(s) containing such reference have been sold or by means transferred in compliance with the provisions of transfer acceptable to this Agreement under circumstances that do not require the Company, against payment by the Company retention of the First Paymentsuch reference. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The Except as otherwise provided in this contract, the closing of the Repurchase title pursuant to this contract (the “"Closing”") shall take place on or about forty-five (45) days after the execution and delivery of this Contract by and to Seller and Purchaser [TIME BEING OF THE ESSENCE as to Seller], provided that if such forty-fifth (45th) date is a Saturday, Sunday or legal holiday, the Closing shall take place on the next business day (the date hereof of the Closing being herein referred to as "Closing Date"). The Closing shall take place at ______a.m./pm at the offices of Purchaser's attorneys or at the office of Purchaser's lender's attorney, provided that such time offices are within the County of New York or Kings. Representations and place Warranties of Seller Seller represents and warrants to Purchaser as follows: Unless otherwise provided in this contract, Seller is the Company sole owner, in fee simple, of the Premises and Holder mutually agree (has the “full right, power and authority to sell, convey and transfer the same in accordance with the terms of this Contract. The Premises is not encumbered by any tenancies except for the Lease between Seller and Purchaser. If the Premises are encumbered by an Existing Mortgage(s), no written notice has been received from the Mortgagee(s) asserting that a default or breach exists thereunder which remains uncured and no such notice shall have been received and remain uncured on the Closing Date”). At If copies of documents constituting the Closing: a. Existing Mortgage(s) and note(s) secured thereby have been exhibited to and initialed by Purchaser or its representative, such copies are true copies of the Company shall pay originals and the Existing Mortgage(s) and note(s) secured thereby have not been modified or cause to be paid amended except as shown in such documents. There are no leases affecting the Premises except for the Lease, and any permitted subleases or assignments thereof. Neither the Premises nor any part thereof is subject to the Holder, by wire transfer of immediately available funds New York City Rent Stabilization Law. Neither the Premises nor any part thereof is subject to the account or accounts designated by the Holder in writing prior New York City Emergency Rent and Rehabilitation Law. If an insurance schedule is attached hereto, such schedule lists all insurance policies presently affording coverage with respect to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amendedPremises, and the rules and regulations information contained therein is accurate as of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company anddate set forth therein or, if applicableno date is set forth therein, its transfer agent, or by means as of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentdate hereof. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement (the “Closing”) shall will take place by conference call and by exchange of signature pages by email or other electronic transmission (i) on the date hereof or at such time and place as the Company and Holder mutually agree (of the “Closing Date”). At Closing” (as defined in and pursuant to the terms and conditions of the Merger Agreement) of the Merger provided that the conditions set forth in Article VII (other than any such conditions that by their nature are to be satisfied at the Closing: a. the Company ) shall pay or cause to be paid have been satisfied or, to the Holderextent permitted by Law, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing waived at least three (3) Business Days prior to the Closing, and subject to the First Paymentsatisfaction or, to the extent permitted by Law, waiver of all of the conditions set forth in Article VII at the Closing, or (ii) at such other date as may be agreed to in writing by Seller and Buyer. The date on which the Closing actually takes place is referred to as the “Closing Date.” (b) At the Closing, Seller will deliver the following documents and deliverables to Buyer: (i) an assignment or assignments effecting the transfer to Buyer of ownership of all of the Purchased Interest together with certificates, if any, representing the Purchased Interest, each in form and substance reasonably acceptable to Buyer; (ii) resolutions of the Board of Directors of Seller approving the transactions contemplated hereby; (iii) certificates of good standing and existence as of a recent date with respect to the General Partner; (iv) resignations of directors and officers of the General Partner as specified by the Buyer in writing at least two (2) Business Days before the Closing Date; (v) revocations of any powers of attorney granted by the General Partner; (vi) certificates required by Article VII; and b. the Holder shall deliver (vii) such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer and agreed to by Seller prior to the Company or its transfer agent for Closing Date to carry out the Series B Preferred Stock intent and purposes of this Agreement; and (c) At the SecuritiesClosing, free Buyer will deliver the following documents and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind deliverables to Seller: (“Encumbrances”i) (other than Encumbrances created by or resulting from actions resolutions of the Company or any applicable managers, directors and equity holders of its subsidiaries and those arising solely under Buyer as required for approval of the Securities Act of 1933transactions contemplated hereby; (ii) certificates required by Article VII; and (iii) such other certificates, as amendedinstruments, and the rules documents as may be reasonably requested by Seller and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied agreed to by an assignment duly endorsed in a form acceptable Buyer prior to the Company and, if applicable, its transfer agent, or by means Closing Date to carry out the intent and purposes of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentthis Agreement. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase sale and purchase of the Shares pursuant to this Agreement shall take place at the offices of the Company or its counsel on the date hereof (the “Closing”) shall take place on ). The date of the date hereof or at such time and place Closing is hereinafter referred to as the Company and Holder mutually agree (the “Closing Date”.” At the Closing, the Company shall deliver to the Purchaser through book-entry the Shares registered in the name of such Purchaser (and bearing an appropriate legend limiting transferability except in accordance with applicable securities laws and upon delivery of an opinion of counsel acceptable to the Company). The Purchaser shall pay the total Per Share Purchase Price for the Shares by wire transfer or another method acceptable to the Company. At the Closing: a. , the Company shall pay or cause to be paid have delivered to the HolderPurchaser: (a) the Amended and Restated Certificate of Incorporation (the “Amended Articles”), certified by wire transfer the Secretary of immediately available funds State of the State of Nevada; which shall include the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock in the form attached hereto as Exhibit A (the “Certificate of Designation”) setting forth the terms of the Preferred Stock; (b) a certificate, as of the most recent practicable date, of the Secretary of State of the State of Nevada as to the account or accounts designated by Company’s legal existence and corporate good standing; (c) the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions Bylaws of the Company or any of its subsidiaries in effect on and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”Closing Date; (d) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable opinion from counsel to the Company, against payment by dated as of the Closing Date, addressed to the Purchaser, and in customary form mutually satisfactory to the parties; (e) an executed Registration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”); and (f) a certificate from the Company’s Chief Executive Officer stating that each representation and warranty of the Company contained in this Agreement is true and correct in all material respects on and as of the First PaymentClosing Date. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase (the “Closing”) Closing shall take place on at the offices of Ettelman & ▇▇▇▇▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Blvd., Suite 401, Garden City, New York 11530 simultaneously with the execution hereof or, within ten (10) days after the date hereof that Purchaser shall have given written notice to Seller that the conditions precedent to Closing set forth in paragraph 8 have been satisfied or waived (the "Closing Notice"), or at such other time and place date as the Company parties may unanimously agree upon in writing. Such closing is hereinafter referred to as the "Closing" and Holder mutually agree (the “date of the Closing is hereinafter referred to as the "Closing Date”). At the Closing:". a. the Company shall pay (b) Seller agrees to deliver, or cause to be paid delivered, the following to Purchaser on the Closing Date: (i) subject to the HolderTransfer Risks, by wire such bills of sale, assignments, endorsements, consents, permits, approvals, authorizations and other good and sufficient instruments and documents of conveyance, transfer and consent in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Purchaser all of immediately available funds Seller's right, title and interest in and to the account or accounts designated by the Holder in writing prior Acquired Assets; (ii) subject to the ClosingTransfer Risks, all of the First PaymentAssigned Contracts and other documents, books, records, papers, files, office supplies and data belonging to Seller which relate to the Acquired Assets; and b. (iii) duly executed resolutions of Seller and Toymax approving the Holder shall deliver terms and conditions of this Agreement and the Contemplated Transaction. Subject to the Company or its transfer agent for Transfer Risks, simultaneously with Seller's delivery of the Series B Preferred Stock aforementioned, Seller shall take all action as may be required to duly and effectively deliver and place Purchaser in actual possession and operating control of the SecuritiesAcquired Assets; PROVIDED, free and clear HOWEVER, that nothing contained herein shall be deemed to require Seller to deliver possession of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (the Acquired Assets at a location other than Encumbrances created by Seller's current business premises. (c) Purchaser agrees to deliver, or resulting from actions cause to be delivered, the following on the Closing Date: (i) the Purchase Price pursuant to paragraph 3(a) hereof; (ii) duly executed resolutions of Purchaser approving the Company or any terms and conditions of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, this Agreement and the rules and regulations of Contemplated Transaction; and (iii) an undertaking whereby Purchaser will assume the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentAssumed Liabilities. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing consummation of the Repurchase transactions contemplated hereby (collectively, the “Closing”) shall will take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, commencing at 9:00 a.m. local time on the date hereof or at such time and place as the Company and Holder mutually agree of this Agreement (the “Closing Date”). The effective time of the Closing is 11:59 p.m. on the Closing Date. At the Closing, subject to the satisfaction or waiver of each of the conditions specified in Article II: a. (a) US Seller shall deliver to US Purchaser the Company Units, free and clear of all Encumbrances; (b) Canada Seller shall deliver to Canada Purchaser the instruments of assignment and transfer with respect to the Transferred Assets in a form reasonably satisfactory to Canada Purchaser and duly executed by Canada Seller, evidencing the transfer of the Transferred Assets to Canada Purchaser; (c) Canada Purchaser shall deliver to US Seller (on behalf, and at the direction, of Canada Seller, an amount equal to $2,500,000 of the Closing Payment Amount (as the sole consideration for the Transferred Assets), and US Purchaser shall deliver to US Seller, an amount equal to the remainder of the Closing Payment Amount, in each case, in immediately available funds to accounts specified by each such Seller to the Purchasers at least two Business Days prior to the Closing; (d) the US Purchaser shall pay $500,000 (the “Escrow Amount”), by wire transfer of immediately available funds, to an escrow account at JPMorgan Chase Bank, N.A. (the “Escrow Agent”) pursuant to an Escrow Agreement dated as of the Closing Date and in form and substance reasonably acceptable to US Purchaser and US Seller (the “Escrow Agreement”); and (e) the Purchasers shall pay and discharge (or cause to be paid to and discharged), on behalf of the HolderCompany, all Closing Date Indebtedness and all Unpaid Seller Expenses, in each case, set forth on Exhibit B, by wire transfer of immediately available funds pursuant to written instructions set forth on the applicable payoff letters and invoices submitted to the account or accounts designated by the Holder in writing Purchasers prior to the Closing, date hereof. The Parties acknowledge that the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free Closing Date Indebtedness and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions Unpaid Seller Expenses are obligations of the Company Sellers incurred on or any of its subsidiaries and those arising solely under before the Securities Act of 1933, as amendedClosing Date, and the rules and regulations nothing in this Agreement shall be deemed to make them obligations of the Securities Purchasers. Payment of such Closing Date Indebtedness and Exchange Commission ( Unpaid Seller Expenses by the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means Purchasers on behalf of the book-entry transfer procedures of Sellers on the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentClosing Date is being made for convenience only. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase (the “Closing”) shall take place on the date hereof or at such time and place as the Company and Holder Holders mutually agree (the “Closing Date”). At the Closing: a. the Company shall pay or cause to be paid to the each Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First PaymentConsideration; and b. the each Holder shall deliver to the Company or its transfer agent for Trustee the Series B Preferred Stock the SecuritiesRepurchased Notes being sold by such Holder as set forth in Exhibit A, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agentand the Trustee, or by means of the book-entry transfer procedures of the Depositary Trust Company, as depository for the Notes, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentConsideration. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, the Trustee to cancel the SecuritiesRepurchased Notes, and thereafter the Securities Repurchased Notes shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder Holders and any representation, warranty, undertaking and obligation of the Holder Holders hereunder shall be binding upon the respective trustees in bankruptcy, legal representatives, successors and assigns of the a Holder.

The Closing. The closing consummation of the Repurchase transaction contemplated by this Agreement (the “Closing”) shall take place on the date hereof or at such time and place as the through an escrow with Chicago Title & Trust Company and Holder mutually agree (the “Closing DateEscrow Agent”)) contemporaneously herewith. Unless waived by the party entitled to the benefit thereof, the obligations of either party to close under this Agreement shall be subject to the performance by the other party of all of the material covenants, agreements and obligations required to be performed by such party under this Agreement on or before the Closing. At the Closing, the following shall occur: a. (a) Seller shall deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (collectively, the Company “Deed”) in substantially the form attached hereto as Exhibit C. (b) Seller and Purchaser shall execute and deliver a ▇▇▇▇ of Sale, Assignment and Assumption of Contracts (“▇▇▇▇ of Sale”) in the form of Exhibit E hereto, conveying to Purchaser the Personal Property, Service Contracts, Warranties and Intangibles. (c) Purchaser shall pay the balance of the Purchase Price as provided in Section 2(b) hereof, and the parties shall execute settlement statements reflecting the Purchase Price and the prorations, adjustments and closing costs described in Section 6 hereof. (d) Seller and Purchaser shall enter into an Assignment and Assumption of Leases in substantially the form attached hereto as Exhibit D, whereby Seller shall deliver as provided in this Agreement and assign to Purchaser the landlord’s interest in the (i) Leases and (ii) any and all deposits under the Leases and not previously applied and whereby Purchaser shall assume all of the obligations of the landlord under the Leases arising from and after the Closing, including any obligation to account for the security deposits assigned to Purchaser. (e) Seller shall deliver to Purchaser originals (or to the extent originals are not in Seller’s possession, copies) of the Leases, Service Contracts, Warranties, Permits, plans and specifications of the Improvements, tenant files and certificates of occupancy (if applicable) relating to the Property within Seller’s possession. (f) The parties shall execute a blank form written notice addressed to tenants under the Leases notifying such tenants of the acquisition of the Property by Purchaser, which shall be delivered to Purchaser at Closing. (g) Pursuant to the terms and conditions of this Agreement, possession of the Property shall be delivered to Purchaser at Closing. (h) Seller shall deliver to Purchaser all keys to all locks on the Property within Seller’s possession (or the possession of its agents). (i) Seller shall deliver to Purchaser a “non-foreign affidavit” acknowledging that Seller is not a nonresident alien within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (j) Seller and Purchaser shall each execute and deliver to the other party such disclosures as may be required by applicable law. (k) Seller shall deliver, or cause to be paid delivered, to Purchaser (or shall provide evidence that the Title Company is unconditionally prepared to issue to Purchaser) a TLTA Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the HolderProperty, by wire transfer together with those endorsements set forth in Section 6(l) of immediately available funds this Agreement, and insuring any appurtenant easements in the amount of the Purchase Price, insuring Purchaser’s fee simple title to the account or accounts designated by the Holder in writing prior Property to be good and indefeasible subject to the Closing, terms of such Title Policy and the First Payment; andexceptions specified therein. b. the Holder (l) Each party shall deliver to the other party such documentary and other evidence as may be reasonably required by the Title Company including, without limitation, such documents evidencing its existence and/or good standing and the authority of the person or persons who are executing the various documents on its transfer agent for behalf in connection with this Agreement, and a certificate confirming such party’s representations and warranties and, in the Series B Preferred Stock the Securitiescase of Seller, free and clear Seller will execute customary affidavits of all debts, liens, encumbrancesand possession required by the Title Company, security interestsincluding, optionsincluding, preferenceswithout limitation, priorities claimsthose required to limit any exception for “parties in possession” to the rights of tenants, charges as tenants only, under the Leases delivered to Purchaser in accordance with Section 3. (m) The Purchaser and restrictions of any kind NewQuest Properties shall execute and deliver to the other party a Leasing Agreement in form and substance reasonably acceptable to Purchaser and NewQuest Properties. (n) Each party shall execute and deliver to the other party the escrow agreement (the “EncumbrancesLoan Earnout Escrow Agreement”) (other than Encumbrances created relating to the escrow of certain funds contemplated to be used to pay all costs, premiums and penalties to defease the Existing Indebtedness, as contemplated by or resulting from actions Section 2 hereof and Paragraph 1 of the Company or any of its subsidiaries LOI. (o) Each party shall execute and those arising solely under deliver to the Securities Act of 1933, other party such agreements as amended, and the rules and regulations may be reasonably required as contemplated by Paragraph 17 of the Securities and Exchange Commission ( the “SEC”) promulgated thereunderLOI, or under similar state securities laws (“Permitted Encumbrances”))including, duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if extent applicable, its transfer agent, any required REA or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentSign Agreement contemplated therein. c. Upon consummation of (p) Purchaser shall execute and deliver the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderAssumption Documents.

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement shall be consummated (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in Chicago, Illinois on the date hereof , or at such other place, time and place date as the Company parties shall agree in writing. The time and Holder mutually agree (date on which the Closing is actually held is referred to herein as the “Closing Date”). .” The Closing shall be effective at 6:00 p.m. BST on the Closing Date. (b) At the Closing, Buyer shall deliver to Seller each of the following: a. (i) the Company shall pay or cause to be paid to Closing Cash Consideration; (ii) the HolderReimbursement Amounts, by wire transfer of immediately available funds to the same account or accounts designated by Seller for receipt of the Holder Closing Cash Consideration; (iii) Buyer’s portion of the Transfer Taxes payable by reason of the transactions contemplated by this Agreement (other than any tax based on income), which is estimated to be $12,162.59, by wire transfer of immediately available funds to the same account designated by Seller for receipt of the Closing Cash Consideration; (iv) a certificate representing the Closing Shares; (v) certified copies of the resolutions duly adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Additional Agreements and the consummation of the transactions contemplated hereby and thereby; (vi) the Additional Agreements duly executed by Buyer. (c) At the Closing, Seller shall deliver to Buyer each of the following: (i) physical possession of all the Purchased Assets capable of passing by delivery with the intent that title in writing such Purchased Assets shall pass upon such delivery; (ii) all consents, waivers or approvals listed on Schedule 4.2 hereto; (iii) certified copies of the resolutions duly adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Additional Agreements and the consummation of the transactions contemplated hereby and thereby; (iv) good standing certificates for Seller from the Registrar of Companies for England and Wales dated not more than ten (10) days prior to the ClosingClosing Date; (v) all Records; (vi) such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the First Paymentsale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer; and b. (vii) the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created Additional Agreements duly executed by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentSeller. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase (the “Closing”) of the purchase and sale of the Shares and the surrender and exchange of BFH Options for Rights shall take place at the offices of the Company on any business day selected by the date hereof Company following the Effective Time (as defined in the Merger Agreement), as more fully described in the Memorandum, or at such other time and place as the Company and Holder mutually parties may agree (the “Closing Date”). At the Closing: a. ; provided, however, that the Company shall pay or cause have the right to be paid terminate this Agreement at any time prior to the Holder, by wire transfer of immediately available funds to Closing. If the account or accounts designated by the Holder in writing Company terminates this Agreement prior to the Closing, the First Payment; andCompany shall promptly notify the Purchaser and shall return to the Purchaser any funds tendered as payment of the Share Purchase Price without interest. b. (b) At the Holder Closing (if the Purchaser is purchasing Shares), the Company and the Purchaser shall execute and deliver, if applicable, the Securities Pledge Agreement, and the Company shall deliver certificates representing the number of Shares set forth in Section 2.1(a) hereof to the Purchaser (or the Company shall retain or otherwise deliver such certificates in accordance with the terms of the Securities Pledge Agreement), and the Purchaser shall deliver to the Company a certified or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable bank cashier’s check payable to the Company in the amount of the Share Purchase Price and, if applicable, its transfer agentthe Note. (c) At the Closing (if the Purchaser is surrendering and exchanging BFH Options for Rights), or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment upon acceptance by the Company of the First Payment. c. Upon consummation of the RepurchasePurchaser’s Offer, the Company will, or will instruct its transfer agent, shall deliver to cancel the Securities, Trust that number of shares of Common Stock equal to the Aggregate Spread as determined in accordance with the Offer to Surrender and thereafter the Securities Purchaser shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed deliver to be conferred the Company the BFH Options as set forth in this Repurchase Agreement shall survive the dissolution Offer to Surrender (previously delivered to the Company) in satisfaction of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderRights Consideration.

The Closing. The (a) On the terms and subject to the conditions of this Agreement, the closing of the Repurchase Transactions (the “Closing”) shall take place at 10:00 a.m. Eastern time on the date hereof at the offices of P▇▇▇ ▇▇▇▇▇▇▇▇ LLP, 7▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 4500, Chicago, Illinois 60606, by remote electronic exchange of documents (by facsimile, .pdf, e-mail or other form of electronic communication), or at such time other date and place as agreed to by the Company and Holder mutually agree parties hereto. (the “Closing Date”). b) At the Closing: a. (i) Seller shall: (1) deliver duly executed counterparts to each of the Company Ancillary Agreements; (2) deliver a non-foreign person affidavit in form and substance reasonably satisfactory to Buyer that complies with the requirements of Section 1445 of the Code, duly executed by Seller; (3) deliver evidence, reasonably satisfactory to the Buyer, that the consents, waivers, authorizations, approvals, concessions, licenses, Permits, variances, exemptions, Orders and notices set forth in Section 2.7(b)(i)(3) of the Disclosure Schedule have been obtained and are in full force and effect as of the Closing (4) deliver a certificate executed and delivered by the Secretary or comparable representative of Seller, attesting and certifying as to (x) the organizational documents of Seller, and the certificate of incorporation or comparable organizational document of Seller shall also be certified as of a recent date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization, and (y) copies of resolutions of the board of directors (or comparable governing body) of Seller adopting and authorizing the Transactions; (5) deliver a certificate of good standing for Seller issued not more than ten (10) days prior to the Closing Date by the Secretary of State or comparable Governmental Authority of its jurisdiction of organization and each other jurisdiction where Seller is qualified to do business; (6) deliver a list of all addresses of the Account Holders to which the Trustee Resignation Communications will be sent by Seller pursuant to the Services Agreement; and (7) deliver any other customary certificates or other instruments as Buyer may reasonably request in order to give effect to this Agreement. (ii) Buyer shall: (1) pay to Seller by Wire Transfer to the account set forth on Schedule D hereto immediately available funds in dollars in an amount equal to (x) the Purchase Price minus (y) the Escrow Amount; (2) deposit the Escrow Amount by Wire Transfer in an escrow account pursuant to the Escrow Agreement; (3) deliver duly executed counterparts to each of the Ancillary Agreements; and (4) deliver any other customary certificates or cause other instruments as Seller may reasonably request in order to give effect to this Agreement. (c) The escrow account shall be governed by the terms and conditions of the Escrow Agreement, and shall be available to satisfy any Buyer Damages in accordance with and subject to the terms and conditions of Article VII. The fees and expenses of the Escrow Agent shall be borne fifty percent (50%) by the Buyer, on the one hand, and fifty percent (50%) by the Seller, on the other hand. On the date that is fifteen (15) months following the Closing Date (the “Release Date”), any funds then remaining in the Escrow Account as of the Release Date (other than an amount of funds subject to any claims for indemnification pursuant to Section 7.2 and Section 7.4 that are pending and unresolved as of the Release Date) shall be released to Seller. (d) Buyer and Seller agree that the Purchase Price, and any other consideration to be paid pursuant to this Agreement to, or for the Holderbenefit of, Seller, shall be allocated among the Acquired Assets for all income Tax purposes as shown on the allocation schedule (the “Allocation Schedule”) prepared in accordance with this Section 2.7(d), Section 1060 of the Code and the principles set forth on Schedule E. A draft of the Allocation Schedule shall be prepared by wire transfer of immediately available funds Buyer and delivered to Seller within sixty (60) calendar days following the account or accounts designated by the Holder Closing Date. If Seller notifies Buyer in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear within five (5) calendar days of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions receipt of the Company Allocation Schedule that Seller objects to one or any of its subsidiaries and those arising solely under more items reflected in the Securities Act of 1933, as amended, and Allocation Schedule (the rules and regulations of sole permissible basis for which shall be that the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”Allocation Schedule was not prepared in accordance with this Section 2.7(d)), duly endorsed Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within ninety (90) calendar days following the Closing Date, such dispute shall be resolved by a nationally recognized independent accountant mutually acceptable to Seller and Buyer (whose determination shall be limited to whether the Allocation was prepared in accordance with this Section 2.7(d)). The fees and expenses of such accounting firm shall be borne by Seller. If Seller does not object to the Allocation Schedule within such five (5) day period, the Allocation Schedule will be final, binding and non-appealable by the parties hereto. In case of any adjustment to the Purchase Price (or accompanied by any other item of consideration for United States federal income Tax purposes), requiring an assignment duly endorsed amendment to the Allocation Schedule, Buyer shall amend the Allocation Schedule in accordance with the principles set forth in this Section 2.7(d) and provide such amended allocation to Seller (which, subject to the dispute resolution provisions set forth in this Section 2.7(d), shall become the Allocation Schedule). Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and Tax information reports in a form acceptable to manner consistent with the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentAllocation Schedule. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. 5.01. The closing consumation of this transaction by recording the Repurchase Special Warranty Deed (the “"Closing”") shall take place on ten (10) days (or as such time may be extended in accordance with the specific terms of this Agreement) after the date hereof of expiration of the Feasibility Period or sooner at such any time and place as the Company and Holder mutually agree if desired by Buyer upon two (2) days written notice by Buyer (the “"Closing Date”"). At the Closing, the parties hereto agree to take the following acts and make the following deliveries, all of which will be deemed taken and delivered simultaneously and no one of which will be deemed completed or delivered until all have been completed or delivered: a. (a) Seller shall execute, acknowledge (as appropriate) and deliver to Buyer and/or Escrow Agent the Company shall pay or cause following documents: (1) A Special Warranty Deed in the form attached as Exhibit "I"; (2) An appropriate affidavit of real property value; (3) A ▇▇▇▇ of Sale in the form attached as Exhibit "J", assigning and transferring to be paid Buyer all of Seller's right, title and interest in and to the HolderPersonal Property, by wire transfer of immediately available funds to Ledgers, and the account or accounts designated by the Holder in writing prior to the ClosingPlans and Specifications, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securitiesincluding without limitation those items shown on Exhibit "A-1", free and clear of all liens, encumbrances, security interests, optionsencumbrances and other charges, preferencesexcept any lien arising under the Deed of Trust and Security Instruments; (4) An Assignment of Leases, priorities claims, charges Contract Rights and restrictions Intangible Assets in the form attached as Exhibit "K"; (5) Assignments of Seller's interest in all automobiles and equipment leases and appropriate title transfer documentation properly executed by Seller for all vehicles and equipment owned by Seller and used for the Resort; (6) Notice of change in well ownership advising the Arizona Department of Water Resources of the sale; (7) License of Tradenames in the form attached hereto as Exhibit "L"; (8) Any documents necessary to complete the sale and transfer of the Water Company; (9) Certificate of Non-Foreign Status in the form attached hereto as Exhibit "M"; (10) Any Assignment (Conveyance of Water Right) form advising the Arizona Department of Water Resources of the transfer to Buyer of all water rights as necessary to properly complete any chain of title as reflected in the records of the Arizona Department of Water Resources; (11) Any Assignment of any kind Statement of Claimant in any pending adjudication in the Superior Court, in and for the County of Maricopa or Gila, State of Arizona, pertaining to the Salt River or other relevant Watershed; and (“Encumbrances”12) (Such other than Encumbrances created documents as may reasonably be required by or resulting from actions of the Company or any of Buyer, its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereundercounsel, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed Escrow Agent in a form acceptable order to consummate the Company and, if applicable, its transfer agent, or by means transactions which are the subject matter of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentthis Agreement. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The (a) Subject to the terms and conditions of this Agreement, the closing of the Repurchase transactions contemplated by this Agreement (the “"Closing”) "), shall take place on and as of the date hereof Effective Date, provided that the last of the conditions set forth in Article V shall have been fulfilled or waived (other than those that this Agreement contemplates will be satisfied at or immediately prior to the Closing), or at such other time as shall be mutually agreed upon by Powdermet and place as the Company and Holder mutually agree Abakan (the “"Closing Date”"). At . (b) Subject to the conditions set forth in this Agreement, the parties agree to consummate the following transactions at the Closing: a. (i) Powdermet shall assign and transfer to Abakan the Company MesoCoat Exchange Shares and the Abakan Exchange Shares, by properly completing and executing the assignment and transfer sections on the reverse side of the MesoCoat Certificate and the Abakan Certificate and delivering the MesoCoat Certificate and the Abakan Certificate to MesoCoat and Abakan, respectively, in exchange for duly issued and executed stock certificates for one million six hundred thousand (1,600,000) shares of Abakan. The MesoCoat Certificate and the Abakan Certificate shall pay each be duly endorsed or accompanied by duly executed stock powers sufficient to validly assign and transfer the MesoCoat Exchange Shares and the Abakan Exchange Shares to Abakan. (ii) Abakan shall assign and transfer to Powdermet the Powdermet Exchange Shares, by properly completing and executing the assignment and transfer section on the reverse side of the Powdermet Certificate and delivering the Powdermet Certificate to Powdermet in exchange for a duly issued and executed stock certificate for forty two thousand eight hundred thirteen (42,813) shares of Powdermet. The Powdermet Certificate shall be duly endorsed or accompanied by a duly executed stock power sufficient to validly assign and transfer the Powdermet Exchange Shares to Powdermet. (iii) As soon as practicable following the Effective Date but not later than November 30, 2015, Abakan shall, at its sole cost and expense, cause MesoCoat to be paid install (i) a new properly constructed paved driveway, approximately 30 feet in width, extending from Rockwell Drive to Buildings 37 and 40, on and along the strip of land on the southwesterly side of the Land and the adjoining portion of Parcel #3 (as shown on the Lot Split plat, filed for record on June 10, 2011 as Cuyahoga County Automated File Number 201106100338 and recorded in Volume 366 at Page 48 of Cuyahoga County Records) and (ii) new separate underground water and gas lines, extending southeasterly across the Land from Rockwell Drive to Buildings 37 and 40 (collectively the “MesoCoat Driveway and Utility Improvements”) so as to provide improved water and gas service to Building 37 and Building 40. Upon and only after installation of the MesoCoat Driveway and Utility Improvements, Powdermet shall cause ▇▇▇▇▇▇▇ to transfer fee simple title in and to the Holder, Land to MesoCoat by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securitiesa Deed, free and clear of all liens, liens and encumbrances, security interestsexcept for the Permitted Title Exceptions, optionsall in accordance with that certain Purchase Agreement between ▇▇▇▇▇▇▇ and Powdermet. The Land and improvements thereon shall be transferred in an “AS IS” physical and environmental condition, preferences, priorities claims, charges and restrictions without representation or warranty of any kind by Powdermet. (“Encumbrances”iv) Powdermet shall transfer the Equipment to MesoCoat by ▇▇▇▇ of sale, subject, however, to the obligation of MesoCoat to continue to sell PComP powders to Powdermet at fair market value for use in its Hybrimet™ consolidated nanocomposite wear component product line, with the addition of a LECO carbon and LECO Oxygen test machines. (other than Encumbrances created by v) Powdermet shall pay, in funds immediately available to Abakan, the sum of $1,000,000 as follows: $250,000 on or resulting from actions before the end of the Company Effective Date and five (5) monthly installments of no less than $150,000.00 each, commencing on or any of its subsidiaries before the 30th day following the Effective Date and those arising solely under the Securities Act of 1933, as amendedcontinuing on monthly anniversary thereof until paid. (vi) Powdermet shall, and shall cause its affiliates to cancel, forgive, waive and release the rules Indebtedness to and regulations of including the Securities Effective Date by individual and Exchange Commission ( the “SEC”) promulgated thereunderseveral releases, or under similar state securities laws (“Permitted Encumbrances”))it being understood, duly endorsed or accompanied by an assignment duly endorsed in a form acceptable however, that Abakan shall cause MesoCoat to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and meet any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred obligations, including rents, use fees, taxes and other charges payable under (i) the Sublease Agreement dated as of May 31, 2014 between MesoCoat and Powdermet in this Repurchase respect of Building 37 at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇; (ii) the Use and Services Agreement shall survive dated as of May 31, 2014 between MesoCoat and Powdermet in respect of Building 40 at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ from and after the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderEffective Date.

The Closing. The closing of the Repurchase transactions contemplated by this Agreement (the “Closing”) shall take place occur remotely via conference call and the electronic exchange of documents and signatures and wire transfer of funds on the date hereof that is three (3) Business Days after all of the conditions set forth in Sections 2.3 and 2.4 are satisfied or at waived by the applicable Party, or such other date and time as is mutually agreeable to the Sellers and place as the Company and Holder mutually agree Purchaser (the “Closing Date”), and the Closing shall be deemed to be effective as of the Closing Time. At In relation to the Closing: a. (a) On Closing, Purchaser will allot the Company Consideration Shares to GTU Ops Inc. to be held in depositary receipt form for the benefit of each of the Sellers in accordance with each Seller’s Pro Rata Share, the Seller’s name be entered on the register of depositary receipts (as held by Computershare) as the beneficial holder of the Consideration Shares to which the Seller is entitled (with such entitlement to be represented by the issue of depositary receipt certificates by Computershare at or as soon as reasonably practicable following the Closing); and (b) Purchaser and each Seller agree that (i) notwithstanding that (x) the holders of the Acquired Securities represent, between them, all the holders of Equity Interests in the Target Companies (other than Equity Interests which will be cancelled for no consideration prior to Closing); and (y) the issue of Consideration Shares in connection with the acquisition of the Acquired Securities is open to all the holders of the Acquired Securities, certain Sellers have agreed to waive voluntarily and at their sole discretion an amount of the Consideration Shares to which they would be entitled to hold beneficially based on the number of Acquired Securities held by such Sellers as of the date of this Agreement (the amount of such waived Purchase Price, the “Waived Entitlement”) with the amount of such Waived Entitlement, in the case of each such certain Seller, being the amount specified in the column titled “Waived Entitlement” in respect of the row applicable to such Seller, all as set out on Schedule 1.3(a), (ii) as a consequence of sub-paragraph (i) above, certain Sellers will become the beneficial holders of an amount of Consideration Shares in excess of the amount each would be entitled based on the number of Acquired Securities held by such Sellers as of the date of this Agreement (the amount of such excess, the “Supplemental Entitlement”), with the amount of such Supplemental Entitlement, in the case of each such certain Seller, being the amount specified in the column titled “Supplemental Entitlement” in respect of the row applicable to such Seller, all as set out on Schedule 1.3(a) and (iii) each Seller hereby consents to the payment of the Purchase Price and the issuance and delivery of the Consideration Shares as set out on Schedule 1.3(a) after giving effect to the Waived Entitlement and the Supplemental Entitlement, as applicable. (c) On the Closing Date: (i) as an advance to the applicable Acquired Company, Purchaser shall pay pay, or cause to be paid to paid, on behalf of the HolderAcquired Companies, the Company Transaction Expenses, by wire transfer of immediately available funds to as set forth in the account applicable invoices or accounts designated as otherwise directed by the Holder in writing Target Companies prior to the Closing; (ii) the Purchaser shall pay, or cause to be paid, to the Seller Representative, on behalf of the Sellers, the First PaymentExpense Fund Amount, by wire transfer of immediately available funds as directed by the Seller Representative prior to the Closing; and b. (iii) the Holder shall deliver other documents and agreements required to be delivered pursuant to this Agreement with respect to the Company or its transfer agent for Closing will be exchanged at the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentClosing. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase (the “Closing”) Closing shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ LLC in Louisville, Kentucky commencing at 9:00 a.m. local time on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”) two business days after the satisfaction or waiver of all of the conditions to the obligations of the parties to consummate the transactions contemplated hereby (excluding the delivery at the Closing of any of the documents set forth in Articles 8 or 9), or such other date as may be mutually agreeable to Seller and Buyer. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing: a. (i) Buyer shall deliver to Seller the Company Purchase Price (less the Escrow Amount, which shall pay or cause to be paid to the Holder, released as contemplated by paragraph 1.6) by wire transfer of immediately available funds funds; (ii) Seller shall deliver to Buyer the account various certificates, instruments and documents referred to in this Agreement; (iii) Buyer shall deliver to Seller and the Seller Representative the various certificates, instruments and documents referred to in this Agreement; (iv) Seller shall deliver the resignations of each person serving as a director or accounts designated by the Holder in writing prior to officer of each Company Group Member, effective as of the Closing; (v) Buyer and the Workers’ Compensation Indemnified Entities shall execute and deliver the Assumption and Indemnification Agreement; (vi) Buyer, the First Payment; andSeller Representative, Seller and the Escrow Agent shall execute and deliver the Escrow Agreement, in the form attached as Attachment D (the “Escrow Agreement”), and Buyer shall deposit the Escrow Amount with the Escrow Agent by wire transfer of immediately available funds; b. (vii) Seller shall deliver or cause to be delivered to Buyer certificates representing all of the Holder Shares, or if such stock certificates are not then available, affidavits of loss in lieu thereof, which certificates or affidavits shall be duly endorsed in blank for transfer or shall be presented with stock powers duly executed in blank, with such other documents as may be reasonably requested by Buyer to effect a valid transfer of such Shares by Seller to Buyer; (viii) Seller shall deliver to Buyer copies of director and stockholder actions approving the sale of the Shares, this Agreement and the transactions otherwise contemplated by this Agreement, all in a form reasonably satisfactory to Buyer; (ix) Buyer shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear Seller Representative copies of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions resolutions of the Company or any board of its subsidiaries and those arising solely under directors of Buyer approving the Securities Act purchase of 1933the Shares, as amended, this Agreement and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereundertransactions otherwise contemplated by this Agreement, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed all in a form acceptable reasonably satisfactory to Seller; (x) Buyer and Seller shall execute and deliver a control agreement in favor of Buyer relating to proceeds of accounts receivable of Company Group Members deposited in certain deposit accounts of Seller; (xi) Buyer, Seller and the Company and, if applicable, its transfer agent, or shall execute and deliver an assignment by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable Seller to the Company, against payment by the Company of the First Payment.Information Services Agreement by and between Seller and HealthWyse, LLC dated January 11, 2006; c. Upon consummation (xii) Seller shall deliver or cause to be delivered to Buyer a “payoff letter” or similar document(s) from Steel City Capital Funding, LLC (successor to PNC Bank, National Association) under the Credit Agreement acknowledging that, upon receipt of such payment in full, (x) all obligations for money borrowed, fees, costs and expenses under the RepurchaseCredit Agreement be fully discharged, (y) the Company will, or will instruct its transfer agent, to cancel the Securities, Credit Agreement be terminated and thereafter the Securities shall be null and void, and (z) any and all rights arising thereunder Encumbrances held by or on behalf of the lender in connection with the Credit Agreement on the capital stock, assets and properties of Company Group be terminated and released; (xiii) Seller shall be extinguished. All authority herein conferred deliver to Buyer evidence reasonably satisfactory to Buyer of the consummation prior to the Distribution of the capital contributions set forth in paragraph 7.9; (xiv) Seller shall deliver or agreed cause to be conferred delivered to Buyer an Opinion of Seller’s counsel in this Repurchase Agreement the form attached hereto as Attachment E; (xv) Buyer shall survive deliver or cause to be delivered to Seller an Opinion of Buyer’s counsel in the dissolution form attached hereto as Attachment F; and (xvi) Buyer, Seller, Seller Representative and PCI Illinois shall execute and deliver an assignment by PCI Illinois to Buyer of the Holder Collection of Accounts Receivable and any representationInterim Billing Agreement dated as of June 1,2007 by and among Amedisys Illinois, warrantyL.L.C., undertaking and obligation a limited liability company organized under the laws of the Holder hereunder State of Illinois, and PCI Illinois. (c) Each party hereto agrees that it shall, from time to time after the Closing Date, take such additional action and execute and deliver such further documents as any other party hereto may reasonably request in order to effectively consummate the transactions contemplated by this Agreement. (d) Seller shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns deliver to Buyer an affidavit dated as of the HolderClosing Date, under penalties of perjury, in form reasonably satisfactory to Buyer and complying with the requirements of Treasury Regulations Sections 1.1445-2(b), establishing that withholding is not required under Section 1445 of the Code because Seller is not a foreign person within the meaning of Section 1445 of the Code.

The Closing. The closing of the Repurchase transactions contemplated by this Agreement (the “Closing”) shall take place on the date hereof of this Agreement at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., 900 South Capital of Texas Highway, Las Cimas IV, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, unless another time or at such time place is mutually agreed upon in writing by Parent and place as the Company and Holder mutually agree Members (the “Closing Date”). At the Closing: a. the Company shall pay (a) Parent will pay, or cause to be paid to each Member, cash by wire transfer of immediately available funds, such Member’s Pro Rata Portion of the HolderClosing Consideration, to an account or accounts designated by such Member; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (b) Parent shall deliver, by wire transfer of immediately available funds to the account or accounts designated Escrow Agent the Escrow Amount, which Escrow Amount shall be held in an escrow fund (the “Escrow Fund”) under the terms of Section 2.5 and the Escrow Agreement; and (c) Parent shall pay to the intended beneficiaries thereof (as identified in writing by the Holder in writing Members to Parent prior to Closing) (i) amounts due and owing pursuant to the Payoff Letters, and (ii) the Company Expenses set forth on the Company Expense Invoices; provided that each Bonus Participant’s portion of the Aggregate Cash Bonus Amount (which amounts shall have been agreed between the Company and the Bonus Participants prior to the Closing, the First Payment; and b. the Holder Closing and are set forth on Exhibit C) shall deliver be paid to the Company or its transfer agent applicable payroll accounts for the Series B Preferred Stock Company on the Securities, free and clear Closing Date. Prior to payment to any Non-Earn-Out Bonus Participant of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions such Non-Earn-Out Bonus Participant’s portion of the Company or any Aggregate Cash Bonus Amount, each of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, Parent and the rules and regulations Company shall have received from such Non-Earn-Out Bonus Participant a copy of an acknowledgment executed by such Non-Earn-Out Bonus Participant of the Securities payment to be received pursuant to this Agreement in the form attached hereto as Exhibit N. Prior to payment to any Earn-Out Bonus Participant of such Earn-Out Bonus Participant’s portion of the Aggregate Cash Bonus Amount, each of Parent and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means shall have received from such Earn-Out Bonus Participant a copy of an acknowledgement of the book-entry transfer procedures payment to be received pursuant to this Agreement and the terms and conditions of the Company, or potential issuance of Earn-Out Shares to such Earn-Out Bonus Participant executed by means of transfer acceptable to such Earn-Out Bonus Participant in the Company, against payment by in the Company of form attached hereto as Exhibit O. Notwithstanding the First Payment. c. Upon consummation of the Repurchaseforegoing, the Company willwill be entitled to deduct and withhold from the payments made to the Bonus Participants pursuant to this Section 2.2(c), all amounts the Company determines in good faith are required by applicable Legal Requirements to be deducted or will instruct its transfer agentwithheld therefrom. To the extent such amounts are so deducted or withheld and paid over to the appropriate Governmental Entity, to cancel the Securities, and thereafter the Securities such amounts shall be null and void, and any and treated for all rights arising thereunder shall be extinguished. All authority herein conferred or agreed purposes under this Agreement as having been paid to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderPerson to whom such amounts otherwise would have been paid.

The Closing. (a) The closing of the Repurchase (the “"Closing”") shall take place simultaneously with the execution and delivery of this Agreement at the offices of O'Sullivan LLP, 30 Rockefeller Plaza, New York, New York 10112. (▇) The o▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇y for the New Debentures to be purchased hereunder at the Closing is subject to the delivery by the Issuers of the following items (unless waived by such Purchaser): (i) the New Debentures, which New Debentures shall have been duly authorized, executed and delivered by the Issuers and shall be in full force and effect and enforceable against the Company in accordance with their terms; (ii) the Warrants, which Warrants shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Issuer in accordance with their terms; (iii) the opinion of Bingham Dana LLP, counsel to the Company, addressed to the ▇▇▇▇▇▇▇▇▇▇, dated as of the closing, in substantially the form attached hereto as Exhibit G; and (iv) evidence satisfactory to the Purchasers that the Company has reserved the New Debenture Shares for issuance upon conversion of the New Debentures; (v) evidence satisfactory to the Purchasers that the Company has reserved the Warrant Shares for issuance upon exercise of the Warrants; (vi) the Fifth Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit C (the "Fifth Amended and Restated Registration Rights Agreement"), which Fifth Amended and Restated Registration Rights Agreement shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms; (vii) the Security Agreement in substantially the form attached hereto as Exhibit D (the "Security Agreement") and the Collateral Agency and Intercreditor Agreement in substantially the form attached hereto as Exhibit E (the "Collateral Agency and Intercreditor Agreement"), each of which shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms; (viii) the Subordination Agreement in substantially the form attached hereto as Exhibit F (the "Subordination Agreement"), which Subordination Agreement shall have been duly authorized, executed and delivered by SVB and shall be in full force and effect and enforceable against SVB in accordance with its terms; (ix) all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation, the consent and authorization of the NASD; (x) receipt of revised cash flow budget through December 31, 2001, acceptable to the Purchasers; (xi) evidence reasonably satisfactory to the Purchasers that the Company has made arrangements to provide notice to the Company's shareholders pursuant to NASD Rule 4350(i)(2). (xii) evidence satisfactory to the Purchasers of the filings of all UCC-1 Financing Statements and any other required security interest filings, which Financing Statements and other filings provide the Purchasers with a perfected security interest in the Collateral (as defined in the Security Agreement); (xiii) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing and certifying on behalf of the Company: (A) that attached thereto is a true, correct and complete copy of each of the Fundamental Documents of the Company as in effect on the date hereof of such certification; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) of the Company authorizing (1) the execution, delivery and performance of the Financing Documents, (2) the issuance, sale and delivery of the New Debentures, and (3) the reservation of the New Debenture Shares for issuance upon conversion of the New Debentures, and that all such resolutions in (1), (2) and (3), are in full force and effect; and (C) the incumbency and specimen signature of all officers of the Company executing the Financing Documents, and any certificate or at instrument furnished pursuant hereto; (xiv) a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in clause (xiii); (xv) a duly authorized, executed and delivered copy of each of the other Financing Documents, if any, which shall be in full force and effect and shall be enforceable against the Issuers or the Company, as the case may be, and such time parties in accordance with their respective terms; (xvi) a telegram, telex or other acceptable method of confirmation from the Secretaries of State of the States of Delaware and place Massachusetts dated on the Closing as to the continued good standing of the Company and Holder mutually agree from the Secretaries of State of the State of Washington as to the due incorporation and good standing of eXstatic, as applicable; and (xvii) such additional supporting documents and other information with respect to the “Closing Date”). At the Closing: a. operations and affairs of the Company and its Subsidiaries as the Purchasers may reasonably request. (c) The obligation of the Issuers to issue, deliver and sell the New Debentures at the Closing is subject to the delivery by the Purchasers of the following items (unless waived by the Company): (i) a duly authorized, executed and delivered copy of each of the other Financing Documents which shall pay be in full force and effect and shall be enforceable against the Purchasers and such parties in accordance with their respective terms; and (ii) each Purchaser shall deliver or cause to be paid delivered to the Holder, Company by wire transfer of immediately available funds the Wire Amount set forth opposite such Purchaser's name on Schedule I hereto to such bank account as the account or accounts designated by the Holder Issuers shall designate to each Purchaser in writing on or prior to the day immediately preceding the Closing, the First Payment; and b. (iii) all consents, approvals, authorizations, filings and notices required to consummate the Holder transactions contemplated hereby shall deliver to have been obtained, made or given and shall be in full force and effect, including, without limitation the Company or its transfer agent for the Series B Preferred Stock the Securities(A) consent of SVB, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges (B) consent and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions authorization of the Company NASD. (d) The New Debentures do not constitute a revolving loan and any amounts repaid or any of its subsidiaries and those arising solely prepaid under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentNew Debentures may not be reborrowed. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing Closing of the Repurchase sale of the Assets pursuant to this Agreement (herein referred to as the “Closing”) shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ on the date hereof hereof. (b) All corporate actions and proceedings to be taken and all documents to be executed and delivered by Seller in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Buyer and its counsel. All corporate actions and proceedings to be taken and all documents to be executed and delivered by Buyer in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Seller and its counsel. All corporate actions and proceedings taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed taken nor any documents executed or at such time delivered until all have been taken, executed and place as the Company and Holder mutually agree delivered. (the “Closing Date”). c) At the Closing: a. the Company shall pay or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder Seller shall deliver to Buyer the Company or its following: (i) Such bills of sale, endorsements, assignments, and other good and sufficient instruments of transfer agent for and conveyance to vest in Buyer title to the Series B Preferred Stock the SecuritiesAssets, free and clear of all liensLiens, encumbrancesin accordance herewith; (ii) Recent certificates of good standing for Seller issued by the Secretary of State of California and the Franchise Tax Board; (iii) An incumbency and specimen signature certificate, security interestsdated the Closing Date, options, preferences, priorities claims, charges from Seller with respect to the managers of Seller executing this Agreement and restrictions of any kind (“Encumbrances”) (other than Encumbrances created document delivered hereunder by or resulting from actions on behalf of Seller; (iv) A certificate of Seller, dated the Closing Date, signed by an authorized executive officer of Seller, certifying as to the matters set forth in Sections 9(a), 9(b), 9(c), and 9(d) hereof; (v) A copy of the Company or any resolutions adopted by the members and managers of its subsidiaries Seller authorizing the execution and those arising solely under the Securities Act delivery of 1933, as amended, this Agreement and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchasetransactions contemplated hereby, certified by a duly authorized officer of Seller, as of the Company willClosing Date; (vi) All required consents to the transactions contemplated hereby and releases for all Liens which encumber the Assets; (vii) Such other documents and instruments as may be reasonably requested by Buyer or its counsel to effectuate the terms of this Agreement. (d) At the Closing, Buyer shall deliver to Seller the following: (i) A recent certificate of good standing for Buyer issued by the Secretary of State of Idaho; (ii) An incumbency and specimen signature certificate, dated the Closing Date, from Buyer with respect to the officers or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, other authorized persons of Buyer executing this Agreement and any other document delivered hereunder by or on behalf of Buyer; (iii) A certificate of Buyer, dated the Closing Date, signed by an executive officer or other authorized person of Buyer, certifying as to the matters set forth in Section 10(a) hereof; (iv) Non-Compete Agreements with ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and all rights arising thereunder ▇▇▇▇ Sheen in substantially the form of Exhibit D-1, ▇▇▇▇▇▇▇ ▇-▇ ▇▇▇ Exhibit D-3, respectively, hereto; (v) Such other documents and instruments as may be reasonably requested by Seller or its counsel to effectuate the terms of this Agreement. (e) At the Closing, Rainmaker shall be extinguished. All authority herein conferred or agreed deliver to be conferred in Seller the following: (i) A recent certificate of good standing for Rainmaker issued by the Secretary of State of Delaware; (ii) An incumbency and specimen signature certificate, dated the Closing Date, from Rainmaker with respect to the officers of Rainmaker executing this Repurchase Agreement shall survive the dissolution of the Holder and any representationother document delivered hereunder by or on behalf of Rainmaker; (iii) A certificate of Rainmaker, warrantydated the Closing Date, undertaking signed by an executive officer of Rainmaker, certifying as to the matters set forth in Section 10(b) hereof; (iv) Such other documents and obligation instruments as may be reasonably requested by Seller or its counsel to effectuate the terms of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderthis Agreement.

The Closing. The closing of the Repurchase transactions contemplated hereby (the “Closing”"CLOSING") shall take place on concurrently with the date hereof or consummation of the Initial Public Offering and at such time and place as the Company and Holder mutually agree (the “Closing Date”)same location. At the Closing: a. the Company shall pay or cause to be paid to the Holder, by wire transfer As of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, all shares of outstanding Class A Preferred shall automatically be canceled and retired and cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the First Payment; and b. right to receive the Holder Recapitalization Consideration therefor upon the surrender of such certificate in the manner provided in this Section 1C. At the Closing and thereafter, upon presentment and delivery by each such Stockholder to the Company of the certificates representing the Class A Preferred Stock held by such Stockholder duly endorsed for transfer to the Company, the Company (i) shall pay to each Stockholder the aggregate redemption price for the shares of Class A Preferred Stock being redeemed, (ii) shall deliver, or cause the Company's transfer agent to deliver, to each Stockholder stock certificates evidencing the Exchange Shares to be issued by the Company to each such Stockholder, registered in each such Stockholder's name or its nominee's name, and (iii) shall deliver to each Stockholder cash for any fractional shares of Exchange Stock (collectively, the Company or its transfer agent "RECAPITALIZATION CONSIDERATION"). Until surrendered as contemplated in this Section 1C, each certificate representing Class A Preferred shall be deemed at any time after the Closing to represent only the right to receive the Recapitalization Consideration. Each certificate for Exchange Shares shall be imprinted with a legend in substantially the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created following form: The shares represented by or resulting from actions of the Company or any of its subsidiaries and those arising solely this certificate have not been registered under the Securities Act of 1933, as amended, and 1933 (the rules and regulations of the Securities and Exchange Commission ( the “SEC”"Act") promulgated thereunder, or under similar applicable state securities laws law and may not be sold or transferred unless (“Permitted Encumbrances”))i) a registration statement covering such shares is effective under the Act or (ii) the transaction is exempt from registration under the Act and, duly endorsed or accompanied by if the Company reasonably requests, an assignment duly endorsed in a form acceptable opinion reasonably satisfactory to the Company and, if applicable, its transfer agent, or to such effect has been rendered by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentcounsel. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The On and subject to the terms and conditions contained herein, the closing of the Repurchase purchase and sale of the Purchased Assets and the other transactions contemplated by this Agreement (the “Closing”) shall take place remotely via exchange of documents on the date hereof of this Agreement, or at such other time and place as the Company and Holder mutually agree (parties hereto may agree. The date on which the Closing occurs is referred to herein as the “Closing Date”). .” At the Closing: a. the Company (a) Buyer shall pay or cause deliver to be paid to the HolderSeller, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing specified to Buyer at least two Business Days prior to the ClosingClosing Date, cash in an amount equal to the First PaymentClosing Cash Purchase Price; (b) Seller shall deliver to Buyer, a certification, in the form and substance required under Section 1.1445-2(b)(2)of the United States Treasury Regulations and reasonably acceptable to Buyer, certifying the non-foreign status of Seller; and b. (c) Seller and Buyer, as applicable, shall duly execute and deliver, in each case in form reasonably satisfactory to Buyer, (collectively, with this Agreement, the Holder “Transaction Documents”): (i) the Assignment and Assumption Agreement, in the form attached hereto as Exhibit A (the “Assignment and Assumption Agreement”); (ii) such other special warranty deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties shall deem reasonably necessary to vest in Buyer all right, title and interest in, to and under the Purchased Assets and to evidence Buyer’s assumption of the Assumed Liabilities; (iii) the Retained IP License Agreement in the form attached hereto as Exhibit B (the “Retained IP License Agreement”); (iv) the Employee Sharing Agreement in the form attached hereto as Exhibit C (the “Employee Sharing Agreement”); and (v) Seller shall deliver to the Company or its transfer agent for the Series B Preferred Stock the SecuritiesBuyer a certificate, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created duly executed by or resulting from actions an authorized officer of the Company or any Seller, dated as of its subsidiaries and those arising solely under the Securities Act Closing Date, certifying copies of 1933, as amended, resolutions of the board of directors of the Seller approving entry into this Agreement and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymenttransactions contemplated hereunder. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The (a) Subject to the terms and conditions hereof, the closing (the "Closing") of the Repurchase (purchase and sale of the “Closing”) shall Perpetual Preferred Shares will take place on at the date hereof or at such time and offices of Conyers Dill & Pearman, Clarendon House, Church Street, Hamilton, Berm▇▇▇, ▇▇ ▇▇ ▇uch ▇▇▇▇▇ place as the Company and Holder Purchasers shall mutually agree agree, at 10:00 A.M., Bermuda time, on the fifth Business Day following the execution of this Agreement (the “date and time of the Closing are herein referred to as the "Closing Date”"). (b) Subject to the terms and conditions hereof, on the Closing Date (i) the Company will deliver to the Purchasers the Perpetual Preferred Shares by delivering to each Purchaser a certificate, registered in the name of such Purchaser (or its designee, if any such designee is specified on Exhibit A) and reflecting the number of Perpetual Preferred Shares purchased by such Purchaser and (ii) each Purchaser will deliver to the Company, by wire transfer to an account designated by the Company, an amount equal to the Purchase Price for such Perpetual Preferred Shares in federal or other immediately available funds. At the Closing:, there shall be delivered to the placement agents' counsel in New York, Simpson Thacher & Bartlett LLP, the certificates and other agreements, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ins▇▇▇▇▇▇▇▇ to be delivered under Article VII hereof. a. (c) The holders of the Perpetual Preferred Shares will be entitled to the benefits of a registration rights agreement, to be dated October 5, 2005 (the "Registration Rights Agreement"), among the Company and the Purchasers, substantially in the form of Exhibit C hereto. Pursuant to the Registration Rights Agreement, as promptly as practicable following the special Shareholders' meeting but in no event later than April 1, 2006, the Company shall pay or cause to be paid to register with the Holder, by wire transfer of immediately available funds to SEC the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions resale of the Company or any of its subsidiaries and those arising solely under Perpetual Preferred Shares, if the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunderConditions Precedent are not satisfied, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to as applicable) the Company and, Common Shares if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentExchange Conditions Precedent are satisfied. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase (the “Closing”) Closing hereunder shall take place at the offices of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ on October 12, 2000 at 9:00 a.m, (the "Closing Date"). (b) On the Closing Date, (a) Seller shall transfer the Assets to Buyer by good and sufficient deeds, bills of sale, assignments and other documents and instruments of conveyance reasonably satisfactory to counsel for Buyer; and (b) Buyer shall deliver to Seller the cash payment payable on the date hereof Closing Date (by cashier's check or at such time wire transfer) and place as duly executed instrument or instruments reasonably satisfactory to counsel for Seller evidencing the Company and Holder mutually agree assumption by Buyer of the Assumed Liabilities. (c) Seller shall furnish to Buyer, on the “Closing Date”). At , the Closing:Exhibits. a. the Company (d) Except as otherwise provided in Articl 8, Seller shall pay have received on or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the ClosingClosing Date, the First Payment; and b. the Holder shall deliver all required consents of third parties to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchasetransactions provided for herein, including consents to the Company willassignment of the material contracts, leases and agreements addressed above in Section 6.1. (e) Seller shall furnish to Buyer on the Closing Date resolutions duly adopted and carried by its directors authorizing the execution, delivery and performance of this Agreement and evidence of shareholder approval of the sale of the Business Unit certified by its secretary. (f) Seller shall furnish to Buyer, on the Closing Date, an opinion of counsel for Seller in form and substance reasonably satisfactory to counsel for Buyer to the effect that: (i) Seller is a corporation duly organized, existing and in good standing under the laws of the State of California, with corporate power to enter into and perform this Agreement and transfer the Assets as provided for herein. (ii) This Agreement has been duly authorized, executed and delivered by Seller and constitutes its legal, valid and enforceable obligation in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (iii) The carrying out of the transactions provided for herein will not violate any charter or by law of Seller nor, to counsel's knowledge, any corporate restriction, agreement, or will instruct its arrangement to which Seller is a party or to which it is (iv) The bills of sale and other documents of conveyance and transfer agentdelivered to Buyer by Seller on the Closing Date have been duly authorized, executed and delivered by Seller and are adequate under the laws of California to cancel effect such conveyance and transfer. (g) Buyer shall furnish to Seller, on the SecuritiesClosing Date, an opinion of counsel for Buyer in form and thereafter substance reasonably satisfactory to counsel for Seller to the Securities shall be null effect that: (i) Buyer is a corporation duly organized, existing and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive good standing under the dissolution laws of the Holder State of Delaware with corporate power to enter into and any representationperform this Agreement. (ii) This Agreement has been duly authorized, warrantyexecuted and delivered by Buyer and constitutes the legal, undertaking valid and enforceable obligation in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (iii) This Agreement and the carrying out of the Holder hereunder shall be binding upon the trustees in bankruptcytransactions herein provided for will not violate any charter or to our knowledge other corporate restrictions, legal representatives, successors and assigns of the Holderagreements or arrangements to which Buyer is subject.

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M. on the date hereof of this Agreement or at on such other date as is mutually agreeable to the Buyer and the Representative. The date and time and place of the Closing are herein referred to as the Company and Holder mutually agree (the “"Closing Date”). At ." (b) Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following "Closing Transactions" at the Closing: a. (i) the Representative (on behalf of the Equityholders) shall deliver to the Buyer certificates representing the Shares and Warrants duly endorsed for transfer; (ii) the Buyer (on behalf of the Company and the Equityholders) shall pay the Closing Costs by wire transfer of immediately available funds to the account(s) designated by the Company prior to the Closing Date; (iii) the Buyer shall repay (on behalf of the Company) all amounts necessary to discharge fully the Closing Date Indebtedness identified with an asterisk ("*") on the Indebtedness Schedule (including all principal, accrued interest, prepayment penalties and related fees and expenses) by wire transfer of immediately available funds to the accounts designated by the Company prior to the Closing Date, and the Company shall pay or cause to be paid deliver to the HolderBuyer all appropriate payoff letters, which shall include customary provisions regarding the releases of all Liens related to such Indebtedness, and shall make arrangements reasonably satisfactory to the Buyer for the holders of such Indebtedness to deliver Lien releases and cancelled notes, as appropriate at the Closing; provided, that for purposes of this Section 1.02(b)(iii), the Buyer shall be entitled to rely on the Company's calculation of Estimated Closing Date Indebtedness; (iv) the Buyer shall deliver to the Representative (on behalf of the Equityholders) the amount of the Initial Purchase Price by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing Representative prior to the Closing, Closing Date; (v) from the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions cash proceeds of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.Initial Purchase Price:

The Closing. The closing of the Repurchase Closing (herein called the “Closing”) of this transaction shall take place on through escrow by mail or courier delivered to the date hereof Title Company or at such other location mutually agreed upon by Seller and Purchaser in the metropolitan area of Washington, D.C., on June 29, 2005 at 11:00 a.m. (said date and time and place as the Company and Holder mutually agree (herein called the “Closing Date”). At the Closing: a. (a) Seller shall deliver to Purchaser a duly executed and acknowledged special warranty deed in the form attached hereto as Exhibit B (the “Deed”), a non-foreign affidavit in the form attached hereto as Exhibit C, the Temporary Occupancy License, and such other documents and instruments as are reasonably necessary or required by the Title Company in order to consummate conveyance of the Property to Purchaser. (b) Purchaser shall deliver to Seller a duly executed and acknowledged copy of the Temporary Occupancy License (c) The Purchase Price, as adjusted on the settlement statement to be prepared by the Title Company and approved and executed by Purchaser and Seller, shall be paid Initials | | | by Purchaser to the Title Company by federal electronic wire of funds. Upon completion of Closing, the Title Company shall pay the Purchase Price, as adjusted as aforesaid, to Seller. (d) Purchaser shall pay all recording fees and other filing or cause similar fees and charges, title insurance premiums for title insurance issued to be paid Purchaser and/or Purchaser’s lender, and all costs and expenses incidental to any financing obtained by Purchaser, normal recording charges, and the Title Company’s settlement fee. Purchaser and Seller shall each pay one half of all state and county transfer and recordation taxes. (e) Operating expenses, real estate taxes and personal property taxes, if any, for the then current year relating to the HolderProperty, by wire transfer and all other Impositions, shall be prorated as of immediately available funds the Closing Date. All Impositions attributable to the account or accounts designated by the Holder in writing periods prior to the Closing Date shall be paid by Seller and those attributable to periods from and after the Closing Date shall be paid by Purchaser. All other items not expressly referenced herein and customarily prorated between sellers and purchasers of commercial real property shall be prorated as of the Closing Date. All adjustments shall be as of 11:59 p.m. the day preceding the day of Closing. The foregoing shall not affect Seller’s continuing obligation for taxes, operating expenses and other charges pursuant to the First Payment; andTemporary Occupancy License. b. (f) Each party shall be responsible for the Holder payment of its own attorneys’ fees incurred in connection with the transaction which is the subject of this Agreement. Purchaser shall pay for its own costs and expenses in connection with Purchaser’s due diligence review for this transaction. (g) Seller shall deliver possession of the Property to Purchaser, subject only to the Company Temporary Occupancy License. (h) The provisions of this Paragraph 12 shall survive Closing. (i) Purchaser represents, warrants and covenants that it will keep all information and/or reports and/or documents obtained from Seller or its transfer agent for agents or contractors, or related to or connected with the Series B Preferred Stock the SecuritiesProperty, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions which Purchaser or its agents or contractors obtain or have access to during their inspection of the Company Property strictly confidential and will not disclose any such information, reports or documents to any person or entity (except for Purchaser’s attorneys, consultants and advisors or otherwise as required by law; provided that any such parties similarly agree to treat such material confidentially), without the prior written consent of Seller. Seller represents, warrants and covenants that it will keep all written due diligence reports or documents obtained from Purchaser or its subsidiaries and those arising solely under agents or contractors created in connection with the Securities Act of 1933, as amended, and the rules and regulations Purchaser’s inspection of the Securities Property strictly confidential and Exchange Commission ( the “SEC”) promulgated thereunderwill not disclose any such written due diligence reports or documents to any person or entity (except for Seller’s attorneys, consultants and advisors or under similar state securities laws (“Permitted Encumbrances”)otherwise as required by law; provided that any such parties similarly agree to treat such material confidentially), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to without the Company and, if applicable, its transfer agent, or by means prior written consent of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguishedPurchaser. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.Initials | | |

The Closing. The closing Delivery and payment for the Purchased Securities will be completed at the Closing at the offices of the Repurchase ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ at 10:00 a.m. (the “Closing”Toronto time) shall take place on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). At the Closing: a. the Company shall pay or cause to be paid to the HolderIf, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to at the Closing, the First Payment; and b. terms and conditions contained in this Agreement and the Holder shall Agency Agreement (including, without limitation, that the representations and warranties of the Corporation contained in the Agency Agreement are true and correct as of the Closing time with the same force and effect as if made at and as of the Closing time after giving effect to the transactions contemplated thereby) have been either (i) complied with to the satisfaction of the Agents or (ii) waived by the Agents, the Agents will deliver to the Company Corporation all completed subscription agreements, including this Agreement, and deliver to the Corporation the aggregate subscription proceeds for all Offered Securities sold pursuant to the Offering, less all commissions, fees and expenses payable to the Agents under the terms of the Agency Agreement, against delivery by the Corporation of the certificates representing the Offered Securities and the Compensation Options issued to the Agents as set out in subsection 11(a) below. If, prior to the Closing Time on the Closing Date, the terms and conditions contained in this Agreement (other than delivery by the Corporation of the Purchased Securities to the Agents on behalf of the Subscriber) and the Agency Agreement have not been (i) complied with to the satisfaction of the Agents, or its transfer (ii) waived by the Agents, the Agents, the Corporation and the Subscriber will have no further obligations under this Agreement. You, on your behalf or on behalf of others for whom you are contracting hereunder, hereby irrevocably appoint the Lead Agent to act as your agent for the Series B Preferred Stock purpose of acting as your representative at the SecuritiesClosing and hereby appoint the Lead Agent, free and clear with full power of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933substitution, as amended, your true and the rules lawful attorney in your place or ▇▇▇▇▇ to execute in your name and regulations of the Securities on your behalf all closing receipts and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agentdocuments required, to cancel the Securitiescomplete or correct any errors or omissions in any form or document provided by you, and thereafter the Securities shall be null and voidto approve any document addressed to you, and any and all rights arising thereunder shall be extinguished. All authority herein conferred to waive, in whole or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and part, any representation, warranty, undertaking covenant or condition for your benefit and obligation incorporated into this Agreement, and to terminate or not deliver this Agreement if any condition is not satisfied, in such manner and on such terms and conditions as the Lead Agent in its sole discretion thereof may determine and to accept delivery of the Holder hereunder shall be binding upon Purchased Securities on the trustees in bankruptcy, legal representatives, successors and assigns of the HolderClosing Date.

The Closing. The closing Company agrees to issue and sell to each Purchaser, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, each Purchaser agrees to purchase, the principal amount of the Repurchase (Preferred Stock and Warrants for the “Closing”) purchase of the number of shares of Common Stock set forth opposite the name of such Purchaser under the headings "Shares of Preferred Stock" and "Warrant Shares," respectively, on Schedule I, at the aggregate purchase price set forth opposite the name of such Purchaser under the heading "Aggregate Purchaser Price" on Schedule I. Such purchase and sale shall take place at a closing (the "Closing") to be held at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Garden City, New York, on the date hereof December 29, 1989 at 10:00 a.m., or at such other location, date and time as may be agreed upon by the Purchasers and place as the Company (such date and Holder mutually agree (time being called the “"Closing Date”"). At the Closing: a. Closing the Company shall pay or cause issue and deliver to be paid each Purchaser shares of Preferred Stock registered in the name of such Purchaser under the heading "Shares of Preferred Stock" on Schedule I and Warrants, registered in the name of such Purchaser, to purchase (subject to adjustment as provided therein) the Holdernumber of shares of the Company's Common Stock set forth opposite the name of such Purchaser under the heading "Warrant Shares" on Schedule I. As payment in full for the Preferred Stock and Warrants being purchased under this Agreement, by wire transfer and against delivery of immediately available funds to the account or accounts designated by Preferred Stock and Warrants as aforesaid, on the Holder in writing prior to the Closing, the First Payment; and b. the Holder Closing Date each Purchaser shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable check payable to the Company, against payment in the amount set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price" on Schedule I, or shall transfer such sum to the account of the Company by wire transfer, or shall acknowledge as "Paid" money owed by the Company of the First Paymentto such Purchaser in such amount. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing Closing of the Repurchase sale of the Assets pursuant to this Agreement (herein referred to as the “Closing”) shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ on the date hereof hereof. (b) All corporate actions and proceedings to be taken and all documents to be executed and delivered by Seller in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Buyer and its counsel. All corporate actions and proceedings to be taken and all documents to be executed and delivered by Buyer in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Seller and its counsel. All corporate actions and proceedings taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed taken nor any documents executed or at such time delivered until all have been taken, executed and place as the Company and Holder mutually agree delivered. (the “Closing Date”). c) At the Closing: a. the Company shall pay or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder Seller shall deliver to Buyer the Company or its following: (i) Such bills of sale, endorsements, assignments, and other good and sufficient instruments of transfer agent for and conveyance to vest in Buyer good, valid and marketable title to the Series B Preferred Stock the SecuritiesAssets, free and clear of all liensLiens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions in accordance herewith; (ii) Recent certificates of any kind (“Encumbrances”) (other than Encumbrances created good standing for Seller issued by or resulting from actions the Secretary of the Company or any State of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, California and the rules Franchise Tax Board; (iii) An incumbency and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunderspecimen signature certificate, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable provided by the Buyer, dated the Closing Date, from Seller with respect to the Company andofficers of Seller executing this Agreement and any other document delivered hereunder by or on behalf of Seller; (iv) A certificate of Seller, if applicablein a form provided by the Buyer, its transfer agentdated the Closing Date, or signed by means an authorized executive officer of Seller, certifying as to the matters set forth in Sections 8(a), 8(b), 8(c), and 8(d) hereof; (v) A copy of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment resolutions adopted by the Company board of directors of Seller authorizing the First Payment. c. Upon execution and delivery of this Agreement and the consummation of the Repurchasetransactions contemplated hereby, certified by a duly authorized officer of Seller, as of the Company willClosing Date; (vi) All required consents to the transactions contemplated hereby and releases for all Liens which encumber the Assets; (vii) Employment Agreements, or will instruct its transfer agentin a form provided by the Buyer, to cancel the Securitiesexecuted by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III, and thereafter ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as set forth in Exhibit F-1 and Exhibit F-2, respectively, hereto; and (viii) Such other documents and instruments as may be reasonably requested by Buyer or its counsel to effectuate the Securities terms of this Agreement. (d) At the Closing, Buyer shall be null deliver to Seller the following: (i) A recent certificate of good standing for Buyer issued by the Secretary of State of Delaware; (ii) An incumbency and voidspecimen signature certificate, dated the Closing Date, from Buyer with respect to the officers or other authorized persons of Buyer executing this Agreement and any other document delivered hereunder by or on behalf of Buyer; (iii) A certificate of Buyer, dated the Closing Date, signed by an executive officer or other authorized person of Buyer, certifying as to the matters set forth in Sections 9(a), 9(b), and any 9(d) hereof; (iv) Employment Agreements for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III, and all rights arising thereunder shall ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as set forth in Exhibit F-1 and Exhibit F-2, respectively, hereto executed by the Buyer; and (v) Such other documents and instruments as may be extinguished. All authority herein conferred reasonably requested by Seller or agreed its counsel to be conferred in effectuate the terms of this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderAgreement.

The Closing. The closing (a) Notwithstanding anything to the contrary herein contained or the terms of the Repurchase (Rights or the “Closing”) shall take place Plan, subject to the conditions set forth herein, on the date hereof Effective Date the Standby Purchaser, in satisfaction of the Commitment, will deliver at the Closing (i) the aggregate Subscription Price payable upon exercise of any Rights exercised by it and (ii) the purchase price payable in consideration of any shares of Existing Arch Common Stock or, if applicable, Arch Class B Common Stock and, if a Rights Offering Adjustment shall not have occurred, Arch Warrants to be otherwise purchased by it pursuant to the Commitment; provided, however, that, if requested by the Standby Purchaser in writing at least two business days prior to the Effective Date, any cash to be distributed to the Standby Purchaser in respect of Allowed Secured Claims pursuant to the Plan will, prior to the distribution thereof pursuant to the Plan and in accordance with the instructions included in such written request, be first applied, on behalf of the Standby Purchaser, to the payment of such amounts payable on the Effective Date as provided in this Section 4(a). (b) Upon payment of the amounts payable as provided in Section 4(a), on the Effective Date at the Closing Arch will deliver to the Standby Purchaser (or at such time and place as its designees) certificates representing the Company and Holder mutually agree shares of Existing Arch Common Stock, shares of Arch Class B Common Stock, if applicable, and, if a Rights Offering Adjustment shall not have occurred, the Arch Warrants, in each case, (i) issuable upon exercise of any Rights exercised by the “Closing Date”)Standby Purchaser or (ii) otherwise purchased by the Standby Purchaser pursuant to the Commitment. At the Closing:, Arch will also deliver to the Standby Purchaser (or its designees) certificates representing the Arch Warrants or Arch Participation Warrants, as the case may be, contemplated by Section 7 below. a. (i) Arch will deliver to the Company Standby Purchaser two business days after the expiration of the Stockholder Rights Offering a written notice which shall pay or cause (A) specify the amounts payable at the Closing by it in satisfaction of the Commitment (without taking into account Section 4(e) below), (B) specify the Maximum Reduction Number (as defined in Section 4(e) below, (C) specify the last date on which the notice referred to in Section 4(c) (ii) below may be delivered, and (D) indicate the matters required to be paid addressed in such notice. (ii) Within 10 business days after its receipt of the notice referred to in Section 4(c)(i) above, the Standby Purchaser will deliver to Arch and MobileMedia a written notice which shall set forth the Elected Reduction Number (as defined in Section 4(e) below) determined by the Standby Purchaser in accordance with Section 4(e) below. (d) (i) Arch will deliver to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing Standby Purchaser at least five business days prior to the Closing, Effective Date a written notice which shall specify the First Payment; and b. date on which the Holder shall deliver Effective Date is to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, occur and the rules and regulations of last date on which the Securities and Exchange Commission ( the “SEC”notice referred to in Section 4(d)(ii) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentbelow may be delivered. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing consummation of the Repurchase transaction contemplated by this Agreement (the “Closing”) shall take place on the date hereof or at such time and place as the through an escrow with Chicago Title & Trust Company and Holder mutually agree (the “Closing DateEscrow Agent”)) contemporaneously herewith. Unless waived by the party entitled to the benefit thereof, the obligations of either party to close under this Agreement shall be subject to the performance by the other party of all of the material covenants, agreements and obligations required to be performed by such party under this Agreement on or before the Closing. At the Closing, the following shall occur: a. (a) Seller shall deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (collectively, the Company “Deed”) in substantially the form attached hereto as Exhibit C. (b) Seller and Purchaser shall execute and deliver a ▇▇▇▇ of Sale, Assignment and Assumption of Contracts (“▇▇▇▇ of Sale”) in the form of Exhibit E hereto, conveying to Purchaser the Personal Property, Service Contracts, Warranties and Intangibles. (c) Purchaser shall pay the balance of the Purchase Price as provided in Section 2(a)(ii) hereof, and the parties shall execute settlement statements reflecting the Purchase Price and the prorations, adjustments and closing costs described in Section 6 hereof. (d) Seller and Purchaser shall enter into an Assignment and Assumption of Leases in substantially the form attached hereto as Exhibit D, whereby Seller shall deliver as provided in this Agreement and assign to Purchaser the landlord’s interest in the (i) Leases and (ii) any and all deposits under the Leases and not previously applied and whereby Purchaser shall assume all of the obligations of the landlord under the Leases arising from and after the Closing, including any obligation to account for the security deposits assigned to Purchaser. (e) Seller shall deliver to Purchaser originals (or to the extent originals are not in Seller’s possession, copies) of the Leases, Service Contracts, Warranties, Permits, plans and specifications of the Improvements, tenant files and certificates of occupancy (if applicable) relating to the Property within Seller’s possession. (f) The parties shall execute a blank form written notice addressed to tenants under the Leases notifying such tenants of the acquisition of the Property by Purchaser, which shall be delivered to Purchaser at Closing. (g) Pursuant to the terms and conditions of this Agreement, possession of the Property shall be delivered to Purchaser at Closing. (h) Seller shall deliver to Purchaser all keys to all locks on the Property within Seller’s possession (or the possession of its agents). (i) Seller shall deliver to Purchaser a “non-foreign affidavit” acknowledging that Seller is not a nonresident alien within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (j) Seller and Purchaser shall each execute and deliver to the other party such disclosures as may be required by applicable law. (k) Seller shall deliver, or cause to be paid delivered, to Purchaser (or shall provide evidence that the Title Company is unconditionally prepared to issue to Purchaser) a TLTA Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the HolderProperty, by wire transfer together with those endorsements set forth in Section 6(l) of immediately available funds this Agreement, and insuring any appurtenant easements in the amount of the Purchase Price, insuring Purchaser’s fee simple title to the account or accounts designated by the Holder in writing prior Property to be good and indefeasible subject to the Closing, terms of such Title Policy and the First Payment; andexceptions specified therein. b. the Holder (l) Each party shall deliver to the other party such documentary and other evidence as may be reasonably required by the Title Company including, without limitation, such documents evidencing its existence and/or good standing and the authority of the person or persons who are executing the various documents on its transfer agent for behalf in connection with this Agreement, and a certificate confirming such party’s representations and warranties and, in the Series B Preferred Stock the Securitiescase of Seller, free and clear Seller will execute customary affidavits of all debts, liens, encumbrancesand possession required by the Title Company, security interestsincluding, optionsincluding, preferenceswithout limitation, priorities claimsthose required to limit any exception for “parties in possession” to the rights of tenants, charges as tenants only, under the Leases delivered to Purchaser in accordance with Section 3. (m) The Purchaser and restrictions of any kind NewQuest Properties shall execute and deliver to the other party a Leasing Agreement in form and substance reasonably acceptable to Purchaser and NewQuest Properties. (n) Each party shall execute and deliver to the other party the escrow agreement (the “EncumbrancesLoan Earnout Escrow Agreement”) (other than Encumbrances created relating to the escrow of certain funds contemplated to be used to pay all costs, premiums and penalties to defease the Existing Indebtedness, as contemplated by or resulting from actions Section 2 hereof and Paragraph 1 of the Company or any of its subsidiaries LOI. (o) Each party shall execute and those arising solely under deliver to the Securities Act of 1933, other party such agreements as amended, and the rules and regulations may be reasonably required as contemplated by Paragraph 17 of the Securities and Exchange Commission ( the “SEC”) promulgated thereunderLOI, or under similar state securities laws (“Permitted Encumbrances”))including, duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if extent applicable, its transfer agent, any required REA or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentSign Agreement contemplated therein. c. Upon consummation of (p) Purchaser shall execute and deliver the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderAssumption Documents.

The Closing. The (a) Subject to the terms and conditions hereof, the closing (the "Closing") of the Repurchase (purchase and sale of the “Closing”) shall Notes, the Common Warrants, the Contingent Common Warrants and the Preferred Warrants, will take place on at the date hereof or offices of Morg▇▇, ▇▇▇▇▇ & ▇ock▇▇▇ ▇▇▇ located at 101 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ such time and place date as shall be mutually agreed to by the Company and Holder mutually agree (the “Purchasers. Such date is herein referred to as the "Closing Date”). At ". (b) Subject to the Closing: a. terms and conditions hereof, on the Closing Date, (i) the Company shall pay deliver to each Purchaser a Note or cause Notes, substantially in the form of Exhibit B, payable to be paid such Purchaser (or its nominee as notified to the HolderCompany) and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, (ii) Holdings shall deliver to each Purchaser Common Warrants to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Exhibit A, evidenced by wire transfer one or more Common Warrant certificates substantially in the form of immediately available funds Exhibit C, registered in the name of such Purchaser (or its nominee as notified to Holdings) and dated the account Closing Date, (iii) Holdings shall deliver to each Purchaser Preferred Warrants to purchase the number of shares of Series A Preferred set forth opposite such Purchaser's name on Exhibit A, evidenced by one or accounts designated more Preferred Warrant certificates substantially in the form of Exhibit D, registered in the name of such Purchaser (or its nominee as notified to Holdings) and dated the Closing Date, (iv) Holdings shall deliver to each Purchaser Contingent Common Warrants to purchase shares of Common Stock as set forth opposite such Purchaser's name on Exhibit A, evidenced by one or more Contingent Common Warrant certificates substantially in the Holder form of Exhibit E, registered in writing prior the name of such Purchaser (or its nominee as notified to Holdings) and dated the ClosingClosing Date, the First Payment; and b. the Holder and (iv) upon such Purchaser's receipt of such Notes, Common Warrants, Preferred Warrants and Contingent Common Warrants, such Purchaser shall deliver to the Company by wire transfer an amount equal to the purchase price for such Notes, Common Warrants, Preferred Warrants and Contingent Common Warrants (in each case as specified in Section 1(a)) in federal or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind other immediately available funds. (“Encumbrances”c) (other than Encumbrances created by or resulting from actions Each of the Purchasers, Holdings and the Company or any acknowledges that the Notes, Common Warrants, the Preferred Warrants and the Contingent Common Warrants constitute an "investment unit" within the meaning of its subsidiaries Section 1273(c)(2) of the Code and those arising solely under thatHoldings and the Securities Act Company will allocate the "issue price" (within the meaning of 1933Section 1273(b) -3- 5 of the Code) of such investment unit, for all federal, state, local and foreign tax purposes, between the Notes, Common Warrants and Preferred Warrants as amendedfollows: (i) the price at which all of the Common Warrants are to be sold by Holdings is $186,502.00, (ii) the price at which all of the Preferred Warrants are to be sold by Holdings is $607,123.00, (iii) the price at which all of the Contingent Common Warrants are to be sold by Holdings is $1.00, and (iv) the rules and regulations price at which all of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable Notes are to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment be sold by the Company is $17,206,374.00. Each of the First Payment. c. Upon consummation Purchasers, Holdings and the Company agrees to abide by Treasury Regulation ss. 1.1273-2(h)(2) with respect to such allocation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderissue price.

The Closing. (a) The Company agrees to sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, each Purchaser agrees to purchase from the Company, the number of Preferred Shares and Warrants set forth opposite such Purchaser's name on Schedule A hereto for the aggregate purchase price set forth opposite such Purchaser's name on Schedule A hereto (the "Purchase Price"). No further payment shall be required from the Purchasers for the Preferred Shares and the Warrants. (b) The closing of the Repurchase purchase and sale of the Preferred Shares and the Warrants to be purchased by the Purchasers (the “"Closing”") shall will take place on at the date hereof or offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York at such ▇▇:▇▇ ▇.▇., ▇ew ▇▇▇▇ ▇▇ty tim▇, ▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ time and place date as shall be mutually agreed to by the Company and Holder mutually agree (the “Purchasers. Such time and date are herein referred to as the "Closing Date”). ". (c) At the Closing: a. Closing (i) the Company shall pay will deliver to each Purchaser (A) a certificate registered in such Purchaser's name (or cause to be paid in any such other name as such Purchaser may request) evidencing the number of Preferred Shares set forth opposite such Purchaser's name on Schedule A hereto and (B) a certificate registered in such Purchaser's name (or in any such other name as such Purchaser may request) evidencing the number of Warrants set forth opposite such Purchaser's name on Schedule A hereto, and (ii) upon each Purchaser's receipt thereof, each Purchaser will deliver to the Holder, Company by wire transfer of federal or other immediately available funds an aggregate amount equal to its respective Purchase Price. (d) The Preferred Shares and the Warrants are being sold to the account Purchasers pursuant to this Purchase Agreement. The sale of Preferred Shares and Warrants to each Purchaser under the Purchase Agreement is a separate sale. No Purchaser is an indispensable party or accounts designated must otherwise be joined in any action by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of any and/or all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, Purchasers seeking enforcement against payment by the Company of the First Paymentany covenants or obligations hereunder. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase purchase and sale of the Assets (the “"Closing”") shall take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, immediately following the execution and delivery of this Agreement (the "Closing Date"). The Closing shall be deemed to have occurred as at the close of business on the date hereof or at such time Effective Date. On the Closing Date (i) Seller will deliver to Buyer the various certificates, instruments, and place as documents including but not limited to those referred to in Section 6 below; (ii) Buyer will deliver to Seller the Company various certificates, instruments and Holder mutually agree documents referred to in Section 7 below; (iii) Seller will execute and deliver to Buyer a ▇▇▇▇ of sale in the form of EXHIBIT F attached hereto (the “Closing Date”"▇▇▇▇ of Sale") and such other instruments of sale, transfer and conveyance and assignment as Buyer may request; (iv) Seller will continue to hold the Inventory as Buyer's bailee in accordance with the provisions of Schedule 5(f). At ; and (v) Seller will execute and deliver to Buyer a settlement statement in the Closing: a. form of EXHIBIT I attached hereto (the Company "Settlement Statement") and Buyer shall pay remit to Seller the Estimated Total Inventory Price, the Reimbursed Expenses Price, the Severance Coverage Payment and the Initial Monthly Transition Fee (as defined below), less the Payoff Amount, by certified check or cause to be paid to the Holder, by wire transfer of immediately available federal funds to the such bank account or accounts as Seller shall have designated by the Holder in writing prior to Buyer. However, if the Payoff Amount exceeds the aggregate of the Estimated Total Inventory Price, the Reimbursed Expenses Price, the Severance Coverage Payment and the Initial Monthly Transition Fee (as defined below), Seller shall remit the amount of such excess to Buyer by certified check or by wire transfer of immediately available federal funds to such bank account or accounts as Buyer shall have designated in writing to Seller. Inventory delivered to Buyer by Seller at Closing shall not include inventory that was sold by Seller for the benefit of Buyer after the Effective Date. Moreover, Consumer Products shipped by Buyer to the Closing, Bailment Location (as defined in Schedule 5(f)) after the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities Effective Date shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution exclusive property of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderBuyer.

The Closing. The closing of Following the Repurchase Initial Closing, there may be multiple closings (together with the Initial Closing, each, a “Closing”) shall take place hereunder on the such other date hereof or at such time and place dates as the Company and Holder mutually the purchasers purchasing Securities on such date may agree (together with the Initial Closing Date, each, a “Closing Date”); provided that the final Closing Date shall be no later than December 30, 2009. At On the Closing: a. Closing Date, the Company shall pay or cause to be paid deliver to the HolderPurchaser the Securities purchased hereunder, registered in the name of such Purchaser or its nominee. On or prior to the Closing Date, the Purchaser shall deliver the Purchase Price (the “Escrowed Funds”) by certified check made payable to the order of “Signature Bank, as Escrow Agent for Sino Gas International Holdings, Inc.” or by wire transfer of immediately available funds funds: Wire transfers to the account Escrow Agent shall be made as follows: Wire transfers to the Escrow Agent shall be made as follows: ABA#: 026013576 Account#: ▇▇▇▇▇▇▇569 Re: Sino Gas International Holdings, Inc. Signature Bank as escrow agent Attention: Eva Gayer In addit▇▇▇, ▇▇▇▇ party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or accounts designated by the Holder in writing prior to the Closing. The Securities will be fully owned and paid for by the Purchaser as of the Closing Date. The account with Signature Bank (the “Escrow Agent”) shall be referred to herein as the “Escrow Account” and such agreement setting forth the terms of the escrow arrangement, the First Payment; and b. “Escrow Agreement”. Unless the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securitiesminimum amount of $5,000,000 is sold by December 30, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind 2009 (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted EncumbrancesTermination Date”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means March 1, 2010 (the “Final Termination Date”) if the Termination Date has been extended by Company and the Placement Agent, the Offering shall terminate and all funds shall be returned by Escrow Agent to the Purchasers as per the terms of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentEscrow Agreement. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase purchase and sale of the Assets pursuant to this Agreement (the “Closing”) shall take place be held at 10:00 a.m. on the date hereof September 1, 2005, or at such earlier time and place date as is mutually acceptable to the Company and Holder mutually agree parties (the “Closing Date”), at a mutually acceptable location, subject to the satisfaction or appropriate waiver of all conditions precedent as set forth in this Agreement. The Closing Date shall be September 1, 2005, but shall be deemed to be effective as of 11:59 p.m. on August 31, 2005. The Closing Date may be extended by agreement of Seller and Purchaser. In no event shall the Closing Date be set prior to the time that the parties have received from the Attorney General of Georgia a favorable report following review of the proposed purchase and sale of the Assets pursuant to the Georgia Hospital Acquisition Act. At the Closing: a. , the Company parties shall pay deliver or cause to be paid delivered, or perform the following: (a) Seller shall convey or cause to be conveyed to Purchaser by limited warranty deed good and marketable fee simple title to the Holder, by wire transfer of immediately available funds Real Property subject only to the account or accounts designated by the Holder in writing prior to the ClosingPermitted Exceptions. Further, the First Payment; and b. the Holder Seller shall deliver to Purchaser: (i) all instruments necessary or appropriate to convey good and marketable fee simple title to the Company or its transfer agent for the Series B Preferred Stock the SecuritiesAssets, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind Liens except the Permitted Exceptions; (“Encumbrances”ii) (other than Encumbrances created by or resulting from actions possession of the Company Assets; (iii) written consents and agreements to the assignment of the Leases and the Contracts, and such other consents, waivers, releases and other agreements pertaining to the Assets as required in this Agreement; and (iv) such other certificates, instruments, affidavits and other documents as Purchaser or its counsel may reasonably request. Notwithstanding the foregoing, Purchaser acknowledges and agrees that certain portions of the Real Property are currently titled in the name of ▇▇▇▇▇▇ County and that Seller shall cause to be provided to Purchaser a Quit Claim Deed on or within five (5) days after the Closing Date transferring title to such Property to Purchaser. (b) Seller shall pay any of applicable Georgia property transfer tax. (c) Purchaser shall deliver (or cause to be delivered) to Seller: (i) the Purchase Price as determined in Section 3.1; and (ii) such other documents as Seller or its subsidiaries counsel may reasonably request. (d) Any ad valorem, personal property, and those arising solely under excise taxes payable with respect to the Securities Act of 1933Assets, which relate to the 2005 tax year, shall be pro-rated between Purchaser and Seller, and when actual information is available, the final adjustments and pro-rations shall be determined and settlement shall be made between the parties. (e) Seller and Purchaser shall each bear their own fees and expenses for legal, financial, accounting and consulting, as amendedwell as any other fees and expenses incurred by such party, and whether or not the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentClosing occurs. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement (the “Closing”) shall take place in Columbia, South Carolina, at the offices of Haynsworth ▇▇▇▇▇▇▇ ▇▇▇▇, P.A., located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on the initial business day of the utility billing cycle of the Seller which first commences after all the conditions set forth in this Agreement have been satisfied or waived for not less than ten (10) business days, or such other date hereof or at such time and place as the Company and Holder mutually agree Parties may determine (the “Closing Date”). . (b) At the Closing: a. the Company , Seller shall pay deliver (or cause to be paid delivered) the following to Buyer: (i) a ▇▇▇▇ of Sale in the form attached as Exhibit E (the “▇▇▇▇ of Sale”); (ii) limited warranty fee simple deed in the forms attached as Exhibit F (the “Deed”) and an assignment of easements in the form attached as Exhibit G (the “Assignment of Easements” – which Assignment shall be made to the Holderknowledge of Seller); (iii) such other instruments of transfer, by wire assignment and conveyance in form and substance reasonably satisfactory to Buyer sufficient to transfer to and effectively vest in Buyer all right, title, and interest in the Assets together with possession of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, Assets free and clear of all liensEncumbrances; and (iv) any other certificates, encumbrancesresolutions or documents reasonably requested by Buyer in connection with the Closing, security interestsincluding, optionswithout limitation, preferences, priorities claims, charges and restrictions a certificate executed by an appropriate representative of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions Seller certifying that all of the Company or any representations and warranties made by Seller herein are true and correct in all material respects as of the Closing Date and that Seller has performed all of its subsidiaries and those arising solely under obligations hereunder through the Securities Act of 1933, as amended, and Closing Date. Buyer shall pay the rules and regulations of Purchase Price (less the Securities and Exchange Commission ( the “SEC”Holdback Escrow Amount) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied via wire transfer to Seller at Closing in accordance with wire transfer instructions provided by an assignment duly endorsed in a form acceptable Seller to Buyer at least two business days prior to the Company and, if applicable, its transfer agent, Closing (c) Buyer and Seller acknowledge that the Excluded Assets shall not be conveyed to Buyer. Seller shall be solely responsible for any liability or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable obligation related to the Company, against payment by the Company of the First PaymentExcluded Assets. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase (the “Closing”) of the transaction contemplated by this Agreement shall take place on held within five (5) days after the date hereof or at such time and place as the Company and Holder mutually agree Exercise Date (the “Closing Date”). At The date upon which the Closing: a. the Company shall pay or cause Closing actually takes place, or, if more than one (1) day is required to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to complete the Closing, the First Payment; anddate upon which the Closing is actually accomplished, shall be deemed and considered the “Closing Date.” At the Closing on the Closing Date: a. Seller shall execute and deliver to Buyer a fully executed (and acknowledged) quitclaim deed for the DRHE Property (the “Minerals Quitclaim Deed”), substantially in the form attached as Exhibit B-1. Buyer shall be responsible for recording the Minerals Quitclaim Deed in the records of Pinal County. b. Seller shall cause DRH Construction to execute and deliver to Buyer a fully executed (and acknowledged) quitclaim deed for the Holder Retained Parcels and the Unpatented Mining Claims (the “DRH Construction Quitclaim Deed”), substantially in the form attached as Exhibit B-2. Buyer shall be responsible for recording the DRH Construction Quitclaim Deed in the records of Pinal County. c. Seller shall cause DRH Construction to execute and deliver to Buyer a fully executed assignment and assumption agreement for the rights and obligations of DRH Construction under the ▇▇▇▇▇▇ Lease and Section 11 of the Legends Contract (the “DRH Construction Assignment”), substantially in the form attached as Exhibit B-3. d. Buyer shall deliver to Seller the Company Closing Payment, any Option Payments not already paid by Buyer to Seller and any Unpatented Maintenance Costs. e. Seller shall deliver to Buyer a certificate and affidavit certifying that Seller is not a “foreign corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions foreign person” as defined in Section 1445 of the Company or any Internal Revenue Code of its subsidiaries and those arising solely under the Securities Act of 19331986, as amended, substantially in the form attached as Exhibit C-1. f. Seller shall cause DRH Construction to deliver to Buyer a certificate and the rules and regulations affidavit certifying that DRH Construction is not a “foreign corporation,” “foreign partnership,” “foreign trust,” “foreign estate,” or “foreign person” as defined in Section 1445 of the Securities Internal Revenue Code of 1986, as amended, substantially in the form attached as Exhibit C-2. g. Seller and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company Buyer shall execute such documents and, if applicablefurther, its transfer agent, or by means of take such other actions as are reasonably necessary and appropriate to effectuate the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentClosing in accordance with this Agreement. c. Upon consummation h. Buyer shall take the Subject Property subject to all matters of the Repurchaserecord or to which reference is made in any public record, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred conditions, easements, encroachments, rights-of way, or agreed to be conferred in this Repurchase Agreement shall survive restrictions which a physical inspection or accurate survey would reveal and applicable zoning and use regulations of any municipality, county, state or the dissolution United States (collectively, the “Title Exceptions”), and will assume all obligations under those Title Exceptions, including, without limitation: (i) the obligations and restrictions of the Holder “Declarant” related to the ▇▇▇▇▇▇ Mining Lease under that certain Declaration Waiving Certain Mineral and any representationSurface Entry Rights dated November 1, warranty2007 and recorded November 1, undertaking 2007 in the records of Pinal County, State of Arizona, as Document No. 2007-121820 (the “▇▇▇▇▇▇ Declaration”), that certain Warranty Deed dated June 29, 1978, and obligation recorded on August 4. 1978 in the records of Pinal County, State of Arizona at Docket 926, Page 805 (the “▇▇▇▇▇▇ Deed”), the matters set forth in that certain Special Warranty Deed dated October 28, 2004 and recorded November 2, 2004 in the records of Pinal County, State of Arizona, as Document No. 2004- 088679 (the “2004 ASARCO Deed”), the Memorandum of ROFR, the as of yet unrecorded Partial Termination of Right of First Refusal delivered into escrow on behalf of Legends (the “Partial Termination of ROFR”), the obligations of the Holder hereunder shall be binding upon “Declarant” set forth in that Declaration of Restrictive Covenant dated and recorded on November 1, 2007 in the trustees records of Pinal County, State of Arizona, at Document No. 2007-121821 (the “Water Well Declaration”), the matters set forth in bankruptcythat certain Special Warranty Deed dated April 12, legal representatives2007 and recorded April 13, successors 2007 in the records of Pinal County, State of Arizona, as Document No. 2007-045221 (the “2007 ASARCO Deed”), the 2004 Royalty Deed and assigns 2007 Royalty Deed (as each is defined in Exhibit D) (collectively hereafter, the ▇▇▇▇▇▇ Declaration, the ▇▇▇▇▇▇ Deed, the 2004 ASARCO Deed, Memorandum of ROFR, the HolderPartial Termination of ROFR, the Water Well Declaration, the 2007 ASARCO DEED, the 2004 Royalty Deed and the 2007 Royalty Deed are collectively referred to as the “Specific Recorded Property Documents”) (ii) those royalty obligations set forth on Exhibit D; and (iii) that certain Mining Lease dated August 4, 1978 between ▇▇▇ May ▇▇▇▇▇▇, as Lessor, and Casa Grande Copper Company, and predecessor in interest to Seller, as Lessee (the “▇▇▇▇▇▇ Mining Lease”).

The Closing. The closing Delivery and payment for the Purchased Securities will be completed at the Closing of the Repurchase (purchase and sale of the “Closing”) shall take place Offered Securities at the offices of counsel to the Corporation at ▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ at 10:00 am, Toronto time, on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). At If, at the Closing: a. , the Company shall pay terms and conditions contained in the Agency Agreement have been complied with to the satisfaction of the Agent or cause waived by the Agent, the Agent will deliver to the Corporation all completed subscription agreements, including this Agreement, and deliver to the Corporation the net subscription proceeds of the Offering, against delivery by the Corporation of certificates representing the Purchased Securities, certificates representing the Agent’s Compensation Options and such other documentation as may be requested by the Agent. Certificates representing the Purchased Securities will be available for delivery to you against payment to the Agent of the amount of the Purchase Price for the Purchased Securities in freely transferable Canadian funds. Such payment is to be paid to the Holdermade by bank draft, by wire transfer certified cheque or other form of immediately available funds payable in favour of the Agent through which the Subscriber subscribed for the Purchased Securities or such other Person as the Agent shall advise you. You, on your behalf or on behalf of others for whom you are contracting hereunder, hereby irrevocably appoint the Agent to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer act as your agent for the Series B Preferred Stock purpose of acting as your representative at the SecuritiesClosing and hereby appoint the Agent, free and clear with full power of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933substitution, as amended, your true and the rules lawful attorney in your place or ▇▇▇▇▇ to execute in your name and regulations of the Securities on your behalf all closing receipts and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agentdocuments required, to cancel the Securitiescomplete or correct any errors or omissions in any form or document provided by you, and thereafter the Securities shall be null and voidto approve any opinion, and any and all rights arising thereunder shall be extinguished. All authority herein conferred certificate or agreed other document addressed to be conferred you, to waive, in this Repurchase Agreement shall survive the dissolution of the Holder and whole or in part, any representation, warranty, undertaking covenant or condition for your benefit and obligation contained in the Agency Agreement or in this Agreement, to exercise any right of termination contained in the Agency Agreement and to terminate or not deliver this Agreement if any condition is not satisfied, in such manner and on such terms and conditions as the Agent in its sole discretion may determine and to accept delivery of the Holder hereunder shall be binding upon certificates representing the trustees in bankruptcy, legal representatives, successors and assigns of Purchased Securities on the HolderClosing Date.

The Closing. The closing of the Repurchase sale and transfer of the Stock hereunder (the “"Closing”") shall take place at the offices of the Company, at 10:00 A.M. on the date hereof August 27, 1999, or at such other time and place as the Company Buyers and Holder the Seller shall mutually agree (the “agree. The Closing Date”). At the Closingshall be effectuated as follows: a. the Company (a) Seller shall pay or cause to be paid delivered to each Buyer, via Federal Express: (i) a stock power, executed by the applicable Subsidiary, transferring to such Buyer the number of shares of the Stock to be sold to it hereunder and a letter of instruction to the Holder, by wire Company's transfer agent to effectuate such transfer of immediately available funds the Stock on the stock books of the Company. Each share certificate issued to a Buyer hereunder shall only be issued in the account or accounts designated by name of the Holder in writing prior to Buyer (as set forth beneath the Closing, the First PaymentBuyer's signature on page 3 hereof); and b. the Holder shall deliver (ii) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Seller, to the effect that this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of Seller enforceable in accordance with its terms, and Seller has the full requisite power and authority to transfer and deliver (through the Subsidiaries) the Stock to the Buyers pursuant hereto. (b) The Company or its transfer agent for and Buyers shall have executed and delivered a Registration Rights Agreement, in form and substance satisfactory to each party, providing the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely Buyers certain registration rights under the Securities Act of 1933, as amendedamended (the "Securities Act"), with respect to the Stock acquired hereunder. (c) Seller shall cause to be delivered to the Escrow Agent a certified copy of resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and authorizing the Company to file a Registration Statement on Form S-3 to register the shares of the Stock purchased hereunder under the Securities Act. (d) Seller shall cause to be delivered to the Escrow Agent a certification confirming that (i) the deliveries specified in subparagraph 2(a) above have been made and (ii) the agreement specified in subparagraph (b) above has been executed and delivered by the parties thereto, and authorizing the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable Escrow Agent to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable release all monies being held pursuant to the Company, against payment by the Company of the First Paymentthis Agreement to Seller. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing (a) Payment of the Repurchase purchase price for the Firm Units shall be made to the Company by Federal Funds wire transfer against delivery of the Firm Shares and the Firm Warrants to the Underwriters through the facilities of The Depository Trust Company (the “ClosingDTC”) for the account of each Underwriter. Such payment and delivery shall take place be made at 10:00 A.M., New York time, on October 28, 2014, or such earlier date as agreed to by the date hereof or at such time Underwriters and place as the Company and Holder mutually agree (such date, the “Closing Date”). At the Closing: a. the Company shall pay or cause The time at which such payment and delivery are to be paid made is hereinafter sometimes called the “Time of Purchase.” Electronic transfer of the Firm Shares and the Firm Warrants shall be made to the Holder, by wire Underwriters at the Time of Purchase in such names and in such denominations as the Underwriters shall specify. (b) Payment of the purchase price for the Additional Units shall be made at the Additional Time of Purchase in the same manner and at the same office and time of day as the payment for the Firm Units. Electronic transfer of immediately available funds the Additional Shares and the Additional Warrants shall be made to the account or accounts designated Underwriters at the Additional Time of Purchase in such names and in such denominations as the Underwriters shall specify. (c) In partial compensation for the services to be provided by the Holder in writing prior to Underwriters hereunder, on the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company Closing Date and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the RepurchaseAdditional Closing Date, the Company willshall issue to the Underwriters, or will instruct its transfer agentas any Underwriter may otherwise direct, warrants (the “Underwriter Warrants”), in substantially the same form as Exhibit B hereto, entitling the Underwriters, or their respective assigns, to cancel purchase up to an aggregate of 1.5% of the Securities, and thereafter total number of Shares (not including Warrant Shares) sold in the Securities offering (the “Underwriter Warrant Shares”) at a price equal to the exercise price of the Warrants. The number of Underwriter Warrants shall be null allocated among the Underwriters on a pro rata basis based on the number of Units underwritten by each Underwriter as shown on Schedule I hereto. The Underwriter Warrants will be deemed compensation by FINRA and voidmay not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the offering pursuant to FINRA Rule 5110(g)(1). (d) Delivery of the documents required to be delivered to the Underwriters pursuant to Sections 4 and any and all rights arising thereunder 6 hereof shall be extinguished. All authority herein conferred at 10:00 A.M., New York time, on the Closing Date or agreed to be conferred in this Repurchase Agreement shall survive the dissolution Additional Closing Date, as the case may be, at the offices of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderNational Securities Corporation as first set forth above.

The Closing. (a) The closing of the Repurchase (the “Closing”) Closing shall take place at the offices of WilmerHale in Boston, Massachusetts commencing at 10:00 a.m. local time on the date hereof Closing Date or at such other place and time and place as the Company Parties may mutually agree. All transactions at the Closing shall be deemed to take place simultaneously, and Holder mutually agree no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (the “Closing Date”). b) At the Closing: a. (i) the Company Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1; (ii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A, one or more trademark assignments in substantially the form attached hereto as Exhibit B, and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit C and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer shall deliver to the Seller the Warrant; (vi) the Buyer and the Seller shall execute and deliver to each other the Transition Services Agreement, the Non-Exclusive License Agreement, the Registration Rights Agreement, the Services Agreement and the Sublease Agreement; (vii) the Buyer shall pay or cause to be paid to the HolderSeller, payable by wire transfer or other delivery of immediately available funds to the an account or accounts designated by the Holder in writing prior to the ClosingSeller, the First Payment; andCash Purchase Price; b. (viii) the Holder Seller shall deliver to the Company Buyer, or its transfer agent for otherwise put the Series B Preferred Stock the SecuritiesBuyer in possession and control of, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any Acquired Assets of its subsidiaries and those arising solely under a tangible nature; and (ix) the Securities Act of 1933, as amended, Buyer and the rules Seller shall execute and regulations of deliver to each other a cross-receipt evidencing the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable transactions referred to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentabove. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of with respect to the Repurchase transactions contemplated hereby (herein referred to as the “Closing”) shall take place on at the date hereof or at such time office of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, thirty (30) days after Purchaser has satisfied all of the conditions precedent set forth in Paragraphs 4 and place as 5A.; but in no event any later than thirty (30) days after completion of the Company and Holder mutually agree (the “Closing Date”)Due Diligence Period. At the Closing: a. the Company shall pay or cause to be paid to the Holderclosing, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder Seller shall deliver to Purchaser each of the Company or following: A. Certificates signed by the appropriate signatories of Seller and to the effect that, as of the closing date, Seller has complied with its transfer agent warranties, representations and covenants hereunder, and that the warranties, representations and covenants made by Seller hereunder are true, valid and correct as of the closing date with the same force and effect as if such warranties, representations and covenants had been made on the closing date. B. Bargain and Sale Deed with Covenants against Grantor’s Acts. C. Appropriate affidavits of title and corporate resolutions. D. If required for the Series B Preferred Stock sale of the SecuritiesSubject Premises by any regulatory agency: (i) a non-applicability letter; (ii) a de minimus quantity exemption; and/or (iii) approval of Seller’s negative declaration; for which Seller shall promptly apply pursuant to the Environmental cleanup Responsibility Act, free (ECRA) and/or the Industrial Site Remedial Act, (ISRA) the regulations promulgated thereunder and clear any successor legislation and regulations, or any other environmental approvals that may be necessary as a result of Seller’s business and/or the real property at no cost and expense to Purchaser. E. Affidavits indicating that the Subject Premises, to the best of Seller’s knowledge, has no Environmental problems as same is defined in paragraph 6D. provided, however, Seller shall have no obligation to remediate the Subject Premises, Overall Parcel or Retained Property. F. Assignment of all liensengineering, encumbrancesplans, security interests, options, preferences, priorities claims, charges resolutions permits and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting approvals in Seller’s possession from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable Seller to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentPurchaser. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase (the “Closing”) Closing shall take place at the offices of Frost Brown Todd LLC in Louisville, ▇▇▇▇▇▇▇▇ ▇▇▇mencing at 9:00 a.m. local time on the date hereof Closing Date, or at such time and other place as the Company parties may mutually agree. All transactions at the Closing shall be deemed to take place simultaneously, and Holder mutually agree no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (the “Closing Date”). b) At the Closing: a. (i) the Company shall pay or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder Seller shall deliver to the Company or its transfer agent for Buyer the Series B Preferred Stock various certificates, instruments and documents referred to in Section 5.1; (ii) the SecuritiesBuyer shall deliver to the Seller the various certificates, free instruments and clear documents referred to in Section 5.2; (iii) the Buyer shall execute and deliver to the Seller the Secured Promissory Note in substantially the form attached hereto as Exhibit A; (iv) the Buyer and the Seller shall execute and deliver to each other the Security Agreement in substantially the form attached hereto as Exhibit B; (v) the Seller shall execute and deliver to the Buyer a bill of all lienssale in substantially the ▇▇▇m attached hereto as Exhibit C and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, encumbrancestransfer, security interests, options, preferences, priorities claims, charges conveyance and restrictions assignment to the Buyer of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions valid ownership of the Company Acquired Assets; (vi) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (vii) the Buyer shall pay to the Seller, payable by wire transfer, bank draft, or any other delivery of its subsidiaries and those arising solely under immediately available U.S. funds to an account designated by the Securities Act of 1933Seller, as amendedthe Cash Consideration; (viii) the Buyer shall deliver the Shares to Seller; (ix) the Buyer, the Seller and the rules Escrow Agent shall execute and regulations deliver the Escrow Agreement in substantially the form attached hereto as Exhibit E and the Buyer shall deposit the Excess Net Working Capital, if any, with the Escrow Agent in accordance with Section 1.4; (x) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Securities Acquired Assets of a tangible nature; and (xi) the Buyer and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in Seller shall execute and deliver to each other a form acceptable cross-receipt evidencing the transactions referred to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentabove. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase (the “Closing”) Closing shall take place at the offices of WilmerHale in Boston, Massachusetts commencing at 9:00 a.m. local time on the date hereof or at such time and place as the Company and Holder mutually agree of this Agreement (the “Closing Date”). All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing: a. (i) the Company shall pay or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder Seller shall deliver to the Company Buyer the various certificates, instruments and documents referred to in Section 4.1; (ii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 4.2; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A, one or its transfer agent for more patent assignments in substantially the Series B Preferred Stock form attached hereto as Exhibit B, and such other instruments of conveyance as the SecuritiesBuyer may reasonably request in order to effect the sale, free transfer, conveyance and clear assignment to the Buyer of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions valid ownership of the Company or any Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of its subsidiaries assumption in substantially the form attached hereto as Exhibit C and those arising solely under such other instruments as the Securities Act Seller may reasonably request in order to effect the assumption by the Buyer of 1933the Assumed Liabilities; (v) the Buyer and the Seller shall execute and deliver a termination of the Collaboration Agreements effective as of the Closing; (vi) the Buyer and the Seller shall execute a joint instruction mutually agreeable to the parties to Iron Mountain Intellectual Property Management, Inc. to terminate the Preferred Escrow Agreement dated as of April 20, 2004, as amended, by and among the Seller, the Buyer and Iron Mountain Intellectual Property Management, Inc. and directing the deposit materials held in escrow be delivered to the Buyer; (vii) the Buyer shall pay to the Seller the Closing Date Payment; (viii) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature; and (ix) the Buyer and the rules Seller shall execute and regulations of deliver to each other a cross-receipt evidencing the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable transactions referred to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentabove. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase (the “"Closing”") of this transaction shall take place in escrow at the office of the Escrow Agent on or before December 31, 1998, hereinafter called the "Closing Date". The parties shall endeavor to preclose the transaction on the date hereof or at such time and place as business day prior to the Company and Holder mutually agree (the “Closing Date”). Seller and Purchaser may elect to close the transaction on an earlier date by mutual written agreement. At the Closing: a. A. Seller shall satisfy the Company shall pay following conditions: (1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (the "Deed") in the form of Appendix 5 attached hereto, and a duly executed and acknowledged ▇▇▇▇ of sale (the "▇▇▇▇ of Sale") in the form of Appendix 6 attached hereto; (2) Pay for and deliver to Purchaser the Title Policy in the amount of the Purchase Price issued by the title company, insuring that Purchaser owns fee simple title to the Land, subject to no exceptions or cause encumbrances other than the Permitted Exceptions; (3) Deliver to Purchaser any Leases affecting the Property in Seller's possession. (Seller will not be liable for any Leases or pages of Leases not actually received by Seller). (4) Deliver to Purchaser an assignment of the Leases in the form of Appendix 7 attached hereto; (5) Accord to Purchaser a credit against the Purchase Price equal to all tenant deposits which were actually paid to or received by Seller in satisfaction of any obligation of Seller to transfer such deposits to Purchaser (Seller will not be liable for any security deposit not actually received by Seller); (6) Deliver to Purchaser original letters to all tenants of the Property, signed by Seller (or its duly authorized agent), stating that the Property has been purchased by Purchaser and that all future rent is to be paid to Purchaser; (7) Deliver to Purchaser all keys to all doors on the HolderProperty that Seller may have in its possession; (8) Pay Seller's share of the items to be prorated at Closing, by wire as specified below, and Seller's closing costs; (9) Pay one-half of any officials fees and documentary stamps on the deed, transfer of immediately available funds taxes or taxes on intangibles, and escrow charges, if any; (10) Deliver to Purchaser a Nonforeign Certificate pursuant to the account IRC Section 1445. B. Provided that Seller fulfills at Closing each of the foregoing conditions precedent listed above to Purchaser's obligations listed below, Purchaser shall: (1) Pay to Seller the Purchase Price less credits and ▇▇▇▇▇▇▇ Money. (2) Pay Purchaser's share of the items to be prorated at Closing, as specified below, and Purchaser's closing costs. Pay one-half any documentary stamps on the deed, transfer taxes or accounts designated by taxes on intangibles, and escrow fee charges, if any. (4) Pay one-half any official fees for the Holder in writing filing and recording of Seller's deed. C. The following prorations and other matters shall be made and accomplished: (1) Rents under all Leases shall be prorated as of the Closing Date. Provided, however, that past due rents shall not be prorated at Closing. Purchaser shall have no obligation to collect any rents or other charges due under the leases of the Property attributable to the period prior to the Closing: provided, however, that if Purchaser receives any such past due rents or other charges applicable to the period prior to the Closing, Purchaser shall promptly turn the First Payment; andsame over to Seller. All past due rents collected after Closing shall first be applied to amounts due Purchaser. b. the Holder shall deliver to the Company or its transfer agent (2) Property taxes for the Series B Preferred Stock year of Closing shall be prorated as of the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions Closing Date. If the actual amount of any kind (“Encumbrances”) (other than Encumbrances created by such tax or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933maintenance fee is not available at Closing, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by then an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities estimated proration shall be null and void, and made based upon the previous year's amounts. Purchaser will be responsible for any and all rights arising thereunder property taxes, special assessments or reassessments of the Property levied by an federal, state, or municipal governing authorities after the date of Closing. (3) Each party shall be extinguishedresponsible for the payment of its or his own attorneys' fees incurred in connection with the transaction contemplated by this Agreement, subject, however, to the provisions of Section 12 of the Agreement. (4) All utilities services furnished to the Property and not directly paid for by the tenants shall be prorated as of the Closing Date, based upon the utilities bills for the immediately preceding billing period and meter readings taken within five (5) days prior to the Closing Date. All authority herein conferred or agreed to utility services will be conferred put in this Repurchase Agreement shall survive the dissolution name of the Holder and any representation, warranty, undertaking and obligation Purchaser at the time of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderclosing.

The Closing. The closing obligation of the Repurchase (Underwriters to purchase the “Closing”) Offered Securities on the Closing Date shall take place on be subject to the accuracy of the representations and warranties of the Corporation contained herein both as of the date hereof and as of the Closing Date, the performance by the Corporation of its obligations hereunder and the following additional conditions: (i) the Underwriters shall have received at the Closing Time legal opinions addressed to the Underwriters and the Underwriters’ Counsel, in form and substance satisfactory to the Underwriters’ Counsel, acting reasonably, dated the Closing Date from the Corporation’s Counsel, or at local counsel, as appropriate, with respect to the Corporation and its Subsidiaries, the Prospectus, this Agreement, the Offered Securities, the Unit Shares, the Warrants, the Brokers Warrants, the Broker Warrant Shares, the authorized and issued capital of the Corporation, the Transfer Agent, TSX listings, applicable laws and such time and place other matters as the Company Underwriters may reasonably require, and Holder mutually agree in providing such opinions counsel may rely upon the opinions of other local counsel where they deem such reliance proper as to the laws other than those of Canada and the Province of British Columbia and as to matters of fact, on certificates or letters of the Corporation’s officers, the Transfer Agent, the Corporation’s Auditors and public and stock exchange officials; (ii) the “Underwriters shall have received at the Closing Time legal opinions from the Corporation’s Québec and Nunavut counsel, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to the Corporation’s title to its Renard, ▇▇▇▇▇▇▇▇▇ and Aviat properties; (iii) the Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date from U.S. counsel to the Corporation in form and substance satisfactory to the Underwriters acting reasonably, to the effect that it is not necessary (A) in connection with the offer and sale of the Offered Units by the Corporation to the Underwriters under this agreement and the initial resale by the Underwriters in the United States to Qualified Institutional Buyers; and (B) in connection with the offer and sale of the Offered Units by the Corporation to Institutional Accredited Investors in the United States; to register the Offered Units under the U.S. Securities Act, it being understood in each case that no opinion is expressed as to any subsequent resale of any Offered Units, Common Shares, Warrants or Warrant Shares or with regard to the exercise of any Warrants; (iv) the Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date from the Underwriters’ Counsel with respect to transactions referred to in and contemplated by this Agreement, as the Underwriters may reasonably request; provided that the Underwriters’ Counsel shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of Canada and the Province of British Columbia and as to matters of fact, on certificates of the Corporation’s officers, the Transfer Agent, the Corporation’s Auditors and public and stock exchange officials, and provided further that the Underwriters’ Counsel shall be entitled to rely upon the opinion of the Corporation’s Counsel; (v) the Underwriters shall have received at the Closing Time letters dated the Closing Date from the Corporation’s Auditors addressed to the Underwriters, the Corporation and the Directors, in form and substance satisfactory to the Underwriters, acting reasonably, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to paragraph 4(a)(iv) with such changes as may be necessary to bring the information in such letter forward to within two Business Days of the Closing Date”). At , which changes shall be acceptable to the ClosingUnderwriters acting reasonably; (vi) the Underwriters shall have received at the Closing Time certificates dated the Closing Date, signed by an appropriate officer of the Corporation addressed to the Underwriters and their counsel, with respect to the Notice of Articles and Articles of the Corporation, the authorizing resolutions relating to this Agreement, the Prospectus and the incumbency and specimen signatures of signing officers; (vii) the Underwriters shall have received at the Closing Time a certificate or certificates dated the Closing Date, and signed on behalf of the Corporation by two senior officers of the Corporation addressed to the Underwriters certifying for and on behalf of the Corporation, after having made due enquiry and after having carefully examined the Prospectus, that: a. (A) the Company shall pay or cause Corporation has duly complied with all covenants and satisfied all the terms and conditions in this Agreement on its part to be paid to the Holder, by wire transfer of immediately available funds to the account performed or accounts designated by the Holder in writing satisfied at or prior to the ClosingClosing Time; (B) no order, ruling or determination having the First Paymenteffect of suspending the sale or ceasing, suspending or restricting the trading of the Offered Securities or any other securities of the Corporation in any of the Qualifying Jurisdictions has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and no proceedings, investigations or enquiries for that purpose have been instituted or are pending or are contemplated or threatened under any of the Canadian Securities Laws or by any other regulatory authority; (C) since the respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendment, to the date of such certificate, there has been no material change (actual or anticipated) in any of the business, affairs, operations, assets and liabilities (contingent or otherwise) of the Corporation together with the Subsidiaries considered as a whole or in the capital of the Corporation, other than as disclosed in the Final Prospectus or any Prospectus Amendment, as the case may be; (D) all necessary consents, approvals and authorizations, including those which have been obtained or which may be required under the securities laws of each of the Qualifying Jurisdictions, which are required for the consummation by the Corporation of the transactions contemplated by this Agreement have been obtained; (E) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time on the Closing Date, with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; (F) all information and statements contained in the Prospectus are, as at the Closing Time, true and correct in all material respects, contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Securities, and no material fact has been omitted therefrom (except that no certification shall be given regarding facts or information relating solely to or furnished by the Underwriters) which is required to be stated or which is necessary to make any statements or information contained therein not misleading in light of the circumstances in which they were made; and b. (G) each of the Holder Material Subsidiaries is incorporated and is existing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on the activities as now carried on by it and contemplated by the Prospectus; (viii) on or before the filing of the Final Prospectus, the TSX shall deliver have approved the listing on the TSX of the Offered Units, the Unit Shares, the Warrants, the Warrant Shares, the Flow-Through Shares and the Broker Warrants Shares, subject only to such usual conditions and to the Company or its transfer agent for filing of usual documents in accordance with the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions requirements of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amendedTSX, and the rules Underwriters shall have received at the Closing Time a letter from the TSX confirming such listings; (ix) the Underwriters shall have received at the Closing Time a certificate from the Transfer Agent dated the Closing Date and regulations signed by an authorized officer of the Securities Transfer Agent, confirming the issued share capital of the Corporation; (x) the Underwriters shall have received copies of the Subscription Agreements duly and Exchange Commission ( validly signed and delivered by the “SEC”Corporation; (xi) promulgated thereunderthe Underwriters shall have received such other instruments and closing documents as they may reasonably require; and (xii) in the event the Over-Allotment Option is exercised in accordance with its terms, the Corporation will, at or under similar state securities laws prior to Over-Allotment Closing Time, deliver to BMO that number of Over-Allotment Units in respect of which the Underwriters are exercising the Over-Allotment Option and the Underwriters will become obligated to purchase from the Corporation such number of Over-Allotment Units; and (“Permitted Encumbrances”))xiii) in the event the Over-Allotment Option is exercised in accordance with its terms, duly endorsed the Underwriters will have received such certificates, opinions, agreements, materials or accompanied by an assignment duly endorsed documents set out in a this Section 9(a) in form acceptable and substance satisfactory to the Company andUnderwriters and their counsel, if applicable, its transfer agent, as the Underwriters or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymenttheir counsel may reasonably request. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase exchange of the Note Indebtedness for the Exchange Consideration contemplated hereby (the “"Closing”") shall take place at a location mutually agreeable to Buyer and Company, at 9:00 a.m. local time on the date hereof January 8, 2002 or at such later time and place as date determined by Buyer, which shall be immediately prior to the Company and Holder mutually agree closing pursuant to the Merger Agreement (the “"Closing Date”"). Prior to the Closing each Holder shall have delivered to the Custodian (the "Custodian") specified in the Custody Agreement and Power of Attorney in the form attached hereto as Annex II (the "Custody Agreement") the Notes held by such Holder in accordance with the provisions of the Custody Agreement. At the Closing: a. the Company Closing Buyer shall pay or cause to be paid deliver to the Custodian, for the benefit of each Holder, (i) certificates, in the name of such Holder or its successors, assigns or designees, evidencing the acquisition by such Holder of the Preferred Stock allocable to such Holder; (ii) the Exchange Notes made payable to such Holder or its successors, assigns or designees, allocable to such Holder; and (iii) by check or wire transfer of immediately available funds funds, cash in an amount equal to the account or accounts designated by Cash Consideration allocable to such Holder. Simultaneously at the Holder in writing prior to Closing the Closing, the First Payment; and b. the Holder Custodian shall deliver to Buyer the Company or its transfer agent Notes held by each Holder with the appropriate notation that such Notes have been canceled. Upon the exchange of the Exchange Consideration for the Series B Preferred Stock the SecuritiesNotes, free such Holder hereby releases, fully acquits and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of forever discharges the Company, or by means of transfer acceptable to the Companyits subsidiaries, against payment by the Company of the First Payment. c. Upon consummation of the Repurchasestockholders, the Company willofficers, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representativesdirectors, successors and assigns from any and all debt, late fees, prepayment fees, penalties, interest and causes of action with respect to the HolderNote Indebtedness.

The Closing. (a) The closing of the Repurchase (the “Closing”) Closing shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP in Boston, Massachusetts commencing at 9:00 a.m. local time on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (b) At the Closing: a. (i) the Company Sellers shall pay deliver to the Buyers the various certificates, instruments and documents referred to in Section 5.2; (ii) the Buyers shall deliver to the Sellers the various certificates, instruments and documents referred to in Section 5.3; (iii) each Parent shall deliver to SkillSoft PLC certificate(s) evidencing all of the Stock owned by such Parent, duly endorsed in blank or with stock powers duly executed by the Parent; (iv) each Asset Seller shall execute and deliver a ▇▇▇▇ of Sale in substantially the form attached hereto as Exhibit A; (v) each Asset Seller shall execute and deliver a Patent Assignment in substantially the form attached hereto as Exhibit B; (vi) each Asset Seller shall execute and deliver a Trademark Assignment in substantially the form attached hereto as Exhibit C; (vii) each Asset Seller shall execute and deliver a Copyright Assignment in substantially the form attached hereto as Exhibit D; (viii) each Asset Seller shall execute and deliver such other instruments of conveyance as the Buyers may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyers of valid ownership of the Acquired Assets owned by the Asset Seller; (ix) each Buyer shall execute and deliver to each Asset Seller an instrument of assumption in substantially the form attached hereto as Exhibit E and such other instruments as such Asset Seller may reasonably request in order to effect the assumption by the appropriate Buyer of the Assumed Liabilities; (x) the Asset Sellers shall transfer to the Buyers all the books, records, files and other data (or copies thereof) within the possession or control of such Asset Sellers relating to the Acquired Assets; (xi) the Parents shall deliver (or shall cause to be paid delivered) to SkillSoft PLC the minute books, stock books, ledgers and registers, corporate seals and other similar corporate records of the Business Subsidiaries; (xii) the Buyers shall pay to the HolderSellers, payable by wire transfer or other delivery of immediately available funds to the an account or accounts designated by the Holder in writing prior Sellers, the cash portion of the Purchase Price pursuant to Section 1.4; (xiii) SkillSoft PLC shall, if applicable, deliver the Buyer ADSs to the Closing, Parents and TGR; (xiv) the First Payment; and b. the Holder Asset Sellers shall deliver to the Company Buyer, or its transfer agent for otherwise put the Series B Preferred Stock the SecuritiesBuyer in possession and control of, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any Acquired Assets of its subsidiaries and those arising solely under a tangible nature; and (xv) the Securities Act of 1933, as amended, Buyers and the rules Sellers shall execute and regulations of deliver to each other a cross-receipt evidencing the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable transactions referred to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentabove. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing Closing. The Closing of the Repurchase transactions contemplated hereby (the “"Closing”") shall take place be held two Business Days after each of the conditions precedent set forth in Articles VII and VIII have been satisfied or waived by the party entitled to the benefit thereof and in any event on or prior to June 30, 2003 (the date hereof "Closing Date") or at such other time and as the parties may mutually agree. The Closing shall be held at the offices of ▇▇▇▇▇▇ & Diamond LLP, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Street, 9th Floor, San Francisco, CA 94105 or at such other place as the Company and Holder parties may mutually agree (the “Closing Date”)agree. At the Closing: a. , all of the Company transactions provided for in Article II hereof shall pay be consummated on a substantially concurrent basis. Deliveries by the Seller at the Closing. At the Closing, the Seller shall deliver, or cause to be paid delivered, to the HolderPurchaser, the following items: the duly executed officer's certificates and certified resolutions referred to in Sections 8.1, 8.2, and 8.4; the consents listed on Schedule 8.3; Seller's Opinion of Counsel; the resignations referred to in Section 8.13. the Escrow Agreement and the Registration Rights Agreement duly executed by wire the Seller; a certificate or certificates representing the Stock, duly endorsed in blank for transfer of immediately available funds or accompanied by appropriate powers duly executed in blank; and all other previously undelivered documents that the Seller is required to deliver to the account or accounts designated Purchaser pursuant to this Agreement. Deliveries by the Holder in writing prior to Purchaser at the Closing. At the Closing, the First Purchaser shall deliver, or cause to be delivered, to the Seller, the following items: the duly executed officer's certificates referred to in Sections 7.1, 7.2, and 7.4; duly executed and acknowledged transfer tax and other required tax forms reasonably required by the Seller to consummate the transactions contemplated hereby, all in the form required by applicable law; the Escrow Agreement and the Registration Rights Agreement duly executed by the Purchaser; the Closing Date Cash Payment; and b. evidence of receipt by the Holder shall Escrow Agent of the Cash Escrow Amount; and all other previously undelivered documents that the Purchaser is required to deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable Seller pursuant to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.Agreement; INDEMNIFICATION

The Closing. 3.1 The closing of the Repurchase transactions contemplated hereby (the “Closing”) shall take occur simultaneously with the consummation of the asset purchase (the “Asset Purchase”) contemplated by that certain Asset Purchase Agreement dated of even date herewith between Qualmax, Inc. and Seller (the “Asset Purchase Agreement”). The date on which the Closing actually takes place on the date hereof or at such time and place as the Company and Holder mutually agree (shall be the “Closing Date”.” In conjunction with the Asset Purchase, the Seller will make a “closing-of-the-books-election” under Treasury Regulation Section 1.382-6(b). For purposes of Section 382 of the Internal Revenue Code of 1986, as amended, the transactions contemplated by this Agreement and the Asset Purchase shall be treated as occurring in the pre-change period as defined in Treasury Regulation Section 1.382-6(g)(2). 3.2 At the Closing: a. , the Company Seller shall pay or cause to be paid deliver to the HolderPurchaser certificates representing all of the Shares, duly endorsed for transfer or accompanied by stock powers duly executed, with all necessary stock transfer stamps attached thereto and canceled, and such other instruments as shall reasonably be required to transfer to the Purchaser all right, title and interest in and to the Shares, free and clear of any and all Encumbrances. All such certificates, stock powers and instruments shall be in form and substance reasonably satisfactory to the Purchaser. 3.3 At the Closing, Purchaser shall deliver to Seller the Purchase Price due at Closing by wire transfer of immediately available funds to the an account or accounts designated specified by the Holder Seller or by cashier’s check, and such other documents as may be reasonably requested by Seller in writing prior order to consummate the Closingtransactions contemplated by this Agreement. 3.4 Each of the parties shall use their respective reasonable best efforts to take all such action as may be necessary or appropriate in order to effectuate the Closing as promptly as possible. If, on or at any time after the Closing Date, any further reasonable action is necessary or desirable to carry out the purposes of this Agreement and to vest the Purchaser with full right, title and possession of the Shares, the First Payment; and b. Seller shall take, and shall ensure that the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions officers of the Company Seller are fully authorized, in the name of the Seller or any of its subsidiaries and those arising solely under the Securities Act of 1933otherwise, as amendedto take, and the rules shall take, all such lawful and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentnecessary action. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement (the “Closing”) shall will take place on concurrently with the date hereof or at such time and place as the Company and Holder mutually agree execution of this Agreement by all parties hereto (the “Closing Date”). At The Closing will occur at, or be coordinated from, the Closingoffices of Holland & H▇▇▇ LLP, 5441 Kietzke Lane, Second Floor, Reno, Nevada, or at such other place and on such other date and time as is mutually agreeable to Buyer and Seller. The Closing will be effective as of the close of business on the Closing Date. (b) The parties agree to consummate the following transactions/make the following deliveries on the Closing Date: a. the Company shall pay or cause (i) Seller will assign and transfer to be paid Buyer merchantable title in and to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the SecuritiesSeller’s Membership Interests, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions shall deliver to Buyer an assignment of any kind membership interest substantially in the form attached hereto as Exhibit A and incorporated herein by this reference; (“Encumbrances”ii) Any Person (other than Encumbrances created by including Seller) that is a manager or resulting from actions managing member of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in shall deliver a form acceptable resignation to the Company andsubstantially in the form attached hereto as Exhibit B and incorporated herein by this reference; (iii) The Company and Buyer shall deliver a release of Seller substantially in the form attached hereto as Exhibit C and incorporated herein by this reference, if applicablereleasing Seller for (A) any obligations owed to or due the Company through and including the Closing Date, its transfer agent, or by means and (B) any liability associated with the operation of the book-entry Company from and after the Closing Date; and (iv) Buyer shall deliver to Seller the Purchase Price by delivery to Seller by wire transfer procedures of immediately available funds, to an account designated by Seller to Buyer prior to Closing, of the sum of Nine Million Three Thousand Dollars ($9,003,000.00); (v) Buyer shall deliver to Seller either a limited liability company resolution confirming that all necessary corporate action was taken by Buyer in entering into this Agreement and proceeding to Closing or a certificate of Buyer’s managing member confirming that Buyer was authorized to enter into this Agreement and proceed to Closing; (vi) Buyer shall pay to Seller, by wire transfer of immediately available funds, to an account designated by Seller to Buyer prior to Closing, the following amounts: (A) the sum of Twenty-Five Thousand Dollars ($25,000.00), in consideration of Company’s up-front payment to NRC Environmental Services, or by means Inc. (“NRC”) of transfer acceptable all funds necessary to settle NRC’s mechanic’s lien against the CompanyLand; (B) the sum of One Hundred Ninety-Seven Thousand Five Hundred Dollars ($197,500.00), against payment by the Company which sum represents Buyer’s portion of the First Paymentsettlement funds Company provided to NRC in order to settle NRC’s mechanic’s lien against the Land; (C) the sum of Forty One Thousand Dollars ($41,000), which sum represents payment of various agreed upon Seller transaction expenses incurred in connection with the transactions contemplated hereby and in connection with certain related matters; and (D) the sum of Twenty-Four Thousand Four Hundred Dollars ($24,400.00), which sum represents an unintended shortfall of January 2016 rent under the Lease. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement (the “Closing”) shall take place on at the offices of Hall, Estill, Hardwick, Gable, Golden & ▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, commencing at 11:00 a.m. as of the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). ; provided, the Closing shall be deemed to have been consummated at 12:01 a.m. Tulsa, Oklahoma time on the Closing Date (the “Effective Time”). (b) At the Closing, Seller will deliver the following documents and deliverables to Buyer: a. (i) one or more properly executed and acknowledged special warranty deeds (the Company shall pay or cause “Deeds”) conveying to Buyer good and marketable title to the Real Property, each such Deed to be paid substantially in the form of Exhibit F. The Deeds shall be in recordable form for recording the Deeds in the county in which the Real Property is located; (ii) a duly executed counterpart by Seller of the Assignment and Assumption of Leases and Rights-of-Way substantially in the form of Exhibit B conveying to Buyer all of Seller’s right, title and interest in the HolderLeases and the Rights-of-Way; (iii) a duly executed counterpart by Seller of the Assignment and Assumption Agreement substantially in the form of Exhibit A conveying to Buyer the Material Contracts; (iv) a duly executed counterpart by Seller of the ▇▇▇▇ of Sale substantially in the form of Exhibit C attached hereto, conveying to Buyer the Personal Property; (v) a duly executed counterpart of Omnibus Agreement Amendment, substantially in the form of Exhibit D attached hereto, duly executed by wire transfer Parent, SemManagement and SemMaterials; (vi) a duly executed counterpart of immediately available funds the Throughput Agreement Amendment, substantially in the form of Exhibit E attached hereto, duly executed by Seller, Parent and Eaglwing; (vii) certificates of good standing and existence from the Secretary of State of Delaware as of a recent date with respect to the account or accounts designated Seller; and (viii) such other certificates, instruments of conveyance and documents as may be reasonably requested by the Holder in writing Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement. (c) At the Closing, Buyer will deliver the First Paymentfollowing documents and deliverables to Seller: (i) an amount equal to the Purchase Price; (ii) a duly executed counterpart by Buyer of the Assignment and Assumption of Leases and Rights-of-Way substantially in the form of Exhibit B conveying to Buyer all of Seller’s right, title and interest in the Leases and the Rights-of-Way; (iii) a duly executed counterpart by Buyer of the Assignment and Assumption Agreement substantially in the form of Exhibit A conveying to Buyer the Material Contracts; (iv) a duly executed counterpart by Buyer of the ▇▇▇▇ of Sale substantially in the form of Exhibit C attached hereto, conveying to Buyer the Personal Property; (v) a duly executed counterpart of the Throughput Agreement Amendment, substantially in the form of Exhibit E attached hereto, duly executed by Buyer and MLP; (vi) a duly executed counterpart of Omnibus Agreement Amendment, substantially in the form of Exhibit D attached hereto, duly executed by MLP, MLP GP and SMEP; and b. the Holder shall deliver (vii) such other certificates, instruments and documents as may be reasonably requested by Seller prior to the Company or its transfer agent for Closing Date to carry out the Series B Preferred Stock the Securities, free intent and clear purposes of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentthis Agreement. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase (the “Closing”) Closing hereunder shall take place at the offices of McAndrews, Allen & Matson on October 12, 2000 at 9:00 a.m, (the "▇▇▇▇▇▇▇ ▇▇▇▇"). (b) On the Closing Date, (a) Seller shall transfer the Assets to Buyer by good and sufficient deeds, bills of sale, assignments and other documents and instruments of conveyance reasonably satisfactory to counsel for Buyer; and (b) Buyer shall deliver to Seller the cash payment payable on the date hereof Closing Date (by cashier's check or at such time wire transfer) and place as duly executed instrument or instruments reasonably satisfactory to counsel for Seller evidencing the Company and Holder mutually agree assumption by Buyer of the Assumed Liabilities. (c) Seller shall furnish to Buyer, on the “Closing Date”). At , the Closing:Exhibits. a. the Company (d) Except as otherwise provided in Article 8, Seller shall pay have received on or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the ClosingClosing Date, the First Payment; and b. the Holder shall deliver all required consents of third parties to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchasetransactions provided for herein, including consents to the Company willassignment of the material contracts, leases and agreements addressed above in Section 6.1. (e) Seller shall furnish to Buyer on the Closing Date resolutions duly adopted and carried by its directors authorizing the execution, delivery and performance of this Agreement and evidence of shareholder approval of the sale of the Business Unit certified by its secretary. (f) Seller shall furnish to Buyer, on the Closing Date, an opinion of counsel for Seller in form and substance reasonably satisfactory to counsel for Buyer to the effect that: (i) Seller is a corporation duly organized, existing and in good standing under the laws of the State of California, with corporate power to enter into and perform this Agreement and transfer the Assets as provided for herein. (ii) This Agreement has been duly authorized, executed and delivered by Seller and constitutes its legal, valid and enforceable obligation in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (iii) The carrying out of the transactions provided for herein will not violate any charter or by law of Seller nor, to counsel's knowledge, any corporate restriction, agreement, or will instruct its arrangement to which Seller is a party or to which it is subject. (iv) The bills of sale and other documents of conveyance and transfer agentdelivered to Buyer by Seller on the Closing Date have been duly authorized, executed and delivered by Seller and are adequate under the laws of California to cancel effect such conveyance and transfer. (g) Buyer shall furnish to Seller, on the SecuritiesClosing Date, an opinion of counsel for Buyer in form and thereafter substance reasonably satisfactory to counsel for Seller to the Securities shall be null effect that: (i) Buyer is a corporation duly organized, existing and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive good standing under the dissolution laws of the Holder State of Delaware with corporate power to enter into and any representationperform this Agreement. (ii) This Agreement has been duly authorized, warrantyexecuted and delivered by Buyer and constitutes the legal, undertaking valid and enforceable obligation in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (iii) This Agreement and the carrying out of the Holder hereunder shall be binding upon the trustees in bankruptcytransactions herein provided for will not violate any charter or to our knowledge other corporate restrictions, legal representatives, successors and assigns of the Holderagreements or arrangements to which Buyer is subject.

The Closing. The closing (a) Notwithstanding anything to the contrary herein ----------- contained or the terms of the Repurchase (Rights or the “Closing”) shall take place Plan, subject to the conditions set forth herein, on the date hereof Effective Date the Standby Purchaser, in satisfaction of the Commitment, will deliver at the Closing (i) the aggregate Subscription Price payable upon exercise of any Rights exercised by it and (ii) the purchase price payable in consideration of any shares of Existing Arch Common Stock or, if applicable, Arch Class B Common Stock and, if a Rights Offering Adjustment shall not have occurred, Arch Warrants to be otherwise purchased by it pursuant to the Commitment; provided, -------- however, that, if requested by the Standby Purchaser in writing at least ------- two business days prior to the Effective Date, any cash to be distributed to the Standby Purchaser in respect of Allowed Secured Claims pursuant to the Plan will, prior to the distribution thereof pursuant to the Plan and in accordance with the instructions included in such written request, be first applied, on behalf of the Standby Purchaser, to the payment of such amounts payable on the Effective Date as provided in this Section 4(a). (b) Upon payment of the amounts payable as provided in Section 4(a), on the Effective Date at the Closing Arch will deliver to the Standby Purchaser (or at such time and place as its designees) certificates representing the Company and Holder mutually agree shares of Existing Arch Common Stock, shares of Arch Class B Common Stock, if applicable, and, if a Rights Offering Adjustment shall not have occurred, the Arch Warrants, in each case, (i) issuable upon exercise of any Rights exercised by the “Closing Date”)Standby Purchaser or (ii) otherwise purchased by the Standby Purchaser pursuant to the Commitment. At the Closing:, Arch will also deliver to the Standby Purchaser (or its designees) certificates representing the Arch Warrants or Arch Participation Warrants, as the case may be, contemplated by Section 7 below. a. (i) Arch will deliver to the Company Standby Purchaser two business days after the expiration of the Stockholder Rights Offering a written notice which shall pay or cause (A) specify the amounts payable at the Closing by it in satisfaction of the Commitment (without taking into account Section 4(e) below), (B) specify the Maximum Reduction Number (as defined in Section 4(e) below, (C) specify the last date on which the notice referred to in Section 4(c) (ii) below may be delivered, and (D) indicate the matters required to be paid addressed in such notice. (ii) Within 10 business days after its receipt of the notice referred to in Section 4(c)(i) above, the Standby Purchaser will deliver to Arch and MobileMedia a written notice which shall set forth the Elected Reduction Number (as defined in Section 4(e) below) determined by the Standby Purchaser in accordance with Section 4(e) below. (d) (i) Arch will deliver to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing Standby Purchaser at least five business days prior to the Closing, Effective Date a written notice which shall specify the First Payment; and b. date on which the Holder shall deliver Effective Date is to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, occur and the rules and regulations of last date on which the Securities and Exchange Commission ( the “SEC”notice referred to in Section 4(d)(ii) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentbelow may be delivered. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The Upon the terms and subject to the conditions set forth in this Agreement, the closing of the Repurchase Share Purchase (the “Closing”) shall take place on the date hereof or at such time and place as the Company and Holder mutually agree May 10, 2007 (the “Closing Date”), at such place as the parties may mutually agree. At the Closing, the following shall occur: a. (a) Buyer shall deliver to each Seller: (1) the Company shall pay or cause applicable portion of the Purchase Price for such Seller’s Seller Shares to be paid purchased by Buyer pursuant to the HolderSection 1 of this Agreement, as set forth on Schedule 1 hereto, by wire transfer of immediately available funds to the a bank account or accounts to be designated by the Holder each Seller in writing at least two business days prior to the Closing, the First PaymentClosing Date; and b. the Holder (2) a receipt for such Seller’s Seller Shares purchased by Buyer pursuant to Section 1 of this Agreement; (b) each Seller shall deliver to Buyer: (1) certificates or entitlements to shares held in “street name” that have been electronically transferred to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of Custodian (as defined below) representing all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any Seller Shares to be sold by such Seller pursuant to Section 1 of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), this Agreement duly endorsed or accompanied by an assignment stock powers duly endorsed in a form acceptable executed, with all necessary stock transfer stamps attached thereto and canceled, or such other assignments, deeds, share transfer forms, endorsements, notarized deeds of transfer or other instruments or documents, duly stamped where necessary and required, as are necessary or appropriate to transfer to the Company Buyer such Seller Shares and all right, title and interest therein and thereto; and (2) a receipt for the applicable portion of the Purchase Price received by such Seller. (c) Certificates in negotiable form or shares held in “street name” electronically transferred to the Custodian (as defined below) for the Seller Shares shall be placed in custody, for delivery under this Agreement, under a Custody Agreement and Irrevocable Power of Attorney (the “Custody Agreement”) made with American Stock Transfer & Trust Company, as custodian (the “Custodian”), substantially in the form of Exhibit A. Each Seller agrees that, subject to the provisions hereof and of the Custody Agreement, the shares held in custody for such Seller under the Custody Agreement are subject to the interests of the Buyer hereunder, that the arrangements made by such Seller for such custody are to that extent irrevocable, and that the obligations of such Seller hereunder shall not be terminated by any act of such Seller or by operation of law, whether by the death, disability, incompetence or incapacity of such Seller, if applicablesuch Seller is an individual, its transfer agentor, if such Seller is an estate, trust or foundation, by the death or incapacity of any executor or trustee or the termination of such estate, trust or foundation, or if such Seller is a partnership, corporation or other entity, by the dissolution or liquidation of such partnership, corporation or other entity, or by means the occurrence of any other event; if such Seller or any such executor or trustee should die or become disabled, incompetent or incapacitated, or if any such estate, trust or foundation should be terminated, or if any such partnership, corporation or other entity should be dissolved or liquidated, or if any other such event should occur, before the delivery of the book-entry transfer procedures Seller Shares hereunder to the Buyer or the completion of the Companysale of the Seller Shares as contemplated hereby, or by means of transfer acceptable certificates representing the Seller Shares shall be delivered to the Company, against payment Buyer by or on behalf of such Seller and the sale of the Seller Shares shall be completed in accordance with the terms and conditions of the Custody Agreement and all other actions required to be taken under this Agreement and the Custody Agreement shall be taken by the Company of Custodian as required; and actions taken by the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities Custodian shall be null and voidas valid as if such death, and any and all rights arising thereunder disability, incompetence, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian shall be extinguished. All authority herein conferred have received notice of such death, disability, incompetence, incapacity, termination, dissolution or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderother event.

The Closing. The closing of the Repurchase (the “Closing”) Closing shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP in Waltham, Massachusetts commencing at 9:00 a.m. local time on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. At the Closing: a. : the Company Sellers shall deliver to the Buyers the various certificates, instruments and documents referred to in Section 5.1; the Buyers shall deliver to the Sellers the various certificates, instruments and documents referred to in Section 5.2; Each Seller shall execute and deliver to the Buyers one or more trademark assignments in substantially the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable, and such other instruments of conveyance (such as real estate deeds, assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) as the Buyers may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyers of valid ownership of the Acquired Assets; each Buyer shall execute and deliver to the Sellers an instrument of assumption in substantially the form attached hereto as Exhibit D-1 or Exhibit D-2, as applicable, and such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyers of the Assumed Liabilities; the Buyers shall pay or cause to be paid to the HolderSellers, payable by wire transfer or other delivery of immediately available funds to the an account or accounts designated by the Holder in writing prior to the ClosingSellers, the First PaymentPurchase Price set forth in Section 1.3, less the amount to be deposited in escrow pursuant to Section 1.4, in accordance with the allocation set forth on Schedule 1.3 attached hereto; and b. the Holder Buyers, the Sellers and the Escrow Agent shall execute and deliver the Escrow Agreement and the Buyers shall deposit the Escrow Amount, by wire or other delivery of immediately available funds, with the Escrow Agent in accordance with Section 1.4; the Sellers shall deliver to the Company Buyers, or its transfer agent for otherwise put the Series B Preferred Stock the SecuritiesBuyers in possession and control of, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any Acquired Assets of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, a tangible nature; and the rules Buyers and regulations of the Securities Sellers shall execute and Exchange Commission ( deliver to each other a cross-receipt evidencing the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable transactions referred to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentabove. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing consummation of the Repurchase purchase and sale of the Shares (the “Closing”) shall take place at the offices of S▇▇▇▇▇▇▇▇ Y▇▇▇▇ C▇▇▇▇▇▇ & R▇▇▇▇ P.C. in Newport Beach, California on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”)) and concurrently with the funding of the Loan by Purchaser to the Comarco Parties. At Subject to the Closingterms and conditions of this Agreement, Purchaser shall pay the Purchase Price to or on behalf of the Company as follows: a. (a) on the Closing Date, Purchaser shall, by wire transfer in immediately available funds, pay to Broadwood Partners L.P. (“Broadwood”), from the proceeds of the sale of the Shares hereunder (the “Sale Proceeds”), the amount by which the Payoff Amount, as set forth in the Payoff Letter executed by and received from Broadwood, a copy of which is attached as Exhibit A hereto (the “Payoff Letter”), exceeds the principal amount of the Loan; and (b) Purchaser shall pay to the Company, by wire transfer in immediately available funds in accordance with the wire transfer instructions set forth in Exhibit B hereto, the remaining balance of the Sale Proceeds, net of expenses reimbursable by the Company to Purchaser pursuant to this Agreement or the Loan Agreement, on such date as the Pledged Shares (as defined in the Loan Agreement) and the related stock power and proxy are delivered by Broadwood to Purchaser as provided in the Payoff Letter. Promptly, but in no event later than three (3) business days thereafter, the Company shall pay deliver or cause to be paid delivered to Purchaser one stock certificate, registered in the Holdername of Purchaser, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or evidencing its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions ownership of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentShares purchased hereunder. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing Subject to the terms and conditions of this Agreement, the Repurchase (the “Closing”) Closing shall take place on promptly after satisfaction or waiver of the date hereof or at such time conditions set forth in Articles VI and place as VII hereof. 8.1 Closing Deliveries by the Company Partnership and Holder mutually agree (the “Closing Date”)Contributors. At Closing, the Closing: a. the Company Partnership or each Contributor, as applicable, shall pay deliver (or cause to be paid delivered pursuant to the Holder, by wire transfer Power of immediately available funds Attorney referred to in Section 11.8) the following: (a) a special warranty deed conveying good and marketable title to the account or accounts designated Office Real Property (subject only to Permitted Liens); (b) an assignment of leasehold estate conveying good and marketable title to the leasehold estate created by the Holder in writing prior Ground Lease relating to the ClosingWindsor Clinic (subject only to Permitted Liens); (c) if requested by Transferee, the First Payment; and b. the Holder shall deliver a special warranty deed conveying good and marketable title to the Company or its transfer agent for improvements located on the Series B Preferred Stock Clinic Real Property (subject only to Permitted Liens); (d) a ▇▇▇▇ of sale pursuant to which the SecuritiesPartnership shall convey to Transferee good title to that Property that consist of personal property, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges liens and restrictions of any kind (“Encumbrances”) encumbrances (other than Encumbrances created Permitted Liens); (e) such assignment and assumption agreements as may be deemed necessary and appropriate by or resulting from actions Transferee and the Partnership pursuant to which the Partnership shall assign to transferee all other assets of the Company Partnership that are used or any useful in connection with the operation of its subsidiaries the Property, including, without limitation, the Leases, the Contracts, the Permits (to the extent assignable), and those arising solely pursuant to which Transferor shall assume liabilities associated therewith that arise after the Closing; (f) a certification by the Partnership and each Contributor, duly executed by the Partnership or such Contributor, as applicable, under penalty of perjury, setting forth the Securities Act Partnership's or Contributor's, as applicable, address and federal tax identification number and certifying that such Contributor is not a "foreign person" under Section 1445 (as may be amended) of 1933the Internal Revenue Code of 1986, as amended, and the rules regulations promulgated thereunder; (g) such documents and regulations certificates as Transferee may require to establish the authority of the Securities and Exchange Commission ( parties executing any documents in connection with the “SEC”) promulgated thereunderContribution including, in the case of the Partnership or under any Contributor that is a corporation, partnership, limited liability company or other similar state securities laws entity (“Permitted Encumbrances”)other than a trust or estate), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable opinion of counsel, reasonably satisfactory to Transferee, as to the Company and, if applicable, its transfer agent, or due execution and delivery of such documents; (h) such consents as are contemplated by means Section 6.5 hereof; (i) a certificate of the book-entry transfer procedures Partnership and Contributors certifying that the representations and warranties of the Company, or by means of transfer acceptable to the Company, against payment by the Company Partnership and Contributors set forth herein are true and correct in all material respects as of the First Payment.Closing Date; c. Upon consummation (j) a letter of direction (the Repurchase"Letter of Direction") from the Partnership to Transferee directing Transferee to issue certificates representing the Units to Contributors in the denominations set forth in such Letter of Direction; and (k) such other documents and instruments as Transferee, the Company will, Partnership and Contributors agree are necessary or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderappropriate.

The Closing. The closing of the Repurchase (the “Closing”) of the issuance of Co-Investment Units hereunder shall take place on immediately prior to the date hereof or at such time and place as “Effective Time” of the Company and Holder mutually agree “Mergers” under the Transaction Agreement (the “Closing Date”). At the Closing: a. the Company shall pay or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing least [two] business days prior to the Closing, the First Payment; and b. the Holder Executive shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions cash portion of the Company or any of its subsidiaries and those arising solely under Contribution Amount, payable (i) if so specified on the Securities Act of 1933Executive Master Signature Page hereto, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of directing the Company, or by means APX, Solar and 2GIG to withhold from the after-tax cash proceeds (which, if not determined prior to the date upon which the cash portion of transfer acceptable the Contribution Amount must be delivered to the Company, against will be presumed for purposes of this Agreement to be [60]% of the aggregate cash proceeds) that would otherwise be payable on the Closing Date (or on the first applicable scheduled payroll date thereafter) to the Executive (the “Transaction Agreement Proceeds”) in respect of (x) the cancellation of APX Stock Options, Solar Sub Stock Options and/or 2GIG Stock Options pursuant to Sections 1.7 and 2.3 of the Transaction Agreement and/or (y) any APX Employee Closing Payments, Solar Sub Employee Closing Payments and/or 2GIG Employee Closing Payments pursuant to Section 2.2 of the Transaction Agreement, and in each case, to apply such Transaction Agreement Proceeds as full or partial payment of the cash portion of the Contribution Amount and (ii) if the Transaction Agreement Proceeds are insufficient to satisfy the entire cash portion of the Contribution Amount, or if Executive does not elect to apply Transaction Agreement Proceeds to the cash portion of the Contribution Amount, by delivery of the remainder of the cash portion of the Contribution Amount by cashier’s or certified check or by wire transfer in immediately available funds. Any Transaction Agreement Proceeds applied to the cash portion of the Contribution Amount shall be treated for all tax purposes as having been first distributed to Executive, then contributed to the Company by and on behalf of Executive. At the Closing, Executive shall execute and deliver any stock power or other transfer documents necessary to effect the contribution of the First PaymentVivint Shares. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase (the “Closing”) following provisions shall take place on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). At be applicable with respect to the Closing: a. (a) At Closing, as a condition precedent to Buyer’s obligations hereunder: (i) Seller shall fully execute and deliver to Buyer one or more Assignments substantially in the Company form attached as Exhibit B, in counterpart originals suitable for recording in each jurisdiction in which the Assets are located, conveying to Buyer the interest of Seller in the Assets; (ii) Seller shall pay or cause fully execute and deliver to Buyer the Lease Maintenance and Cooperation Agreement; (iii) Seller shall deliver a certificate, signed by an authorized officer, certifying that the conditions set forth in Section 6.2 have been satisfied; (iv) Seller shall execute and deliver a FIRPTA Affidavit in the form attached hereto as Exhibit C; (v) Seller shall deliver to Buyer executed Texas Railroad Commission Forms P-4, and Forms T-4 if applicable and comparable forms promulgated by the Louisiana Conservation Commission, transferring operatorship of the Operated ▇▇▇▇▇ and Pipelines in which Seller has the right to transfer operatorship; (vi) Seller shall make available to Buyer, at Seller’s offices, such of the Books and Records as are feasible to be paid delivered at Closing and thereafter make available the remainder of the Books and Records to Buyer as soon after Closing as is reasonably possible, with Seller being responsible for all costs of copying files or documents and all transportation or shipping costs; (vii) Seller shall execute and deliver to Buyer any and all other instruments, documents and other items reasonably necessary to effectuate the Holderterms of this Agreement, as may be reasonably requested by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First PaymentBuyer; and b. (viii) Seller and Buyer shall have executed and delivered letters in lieu directing each purchase of Hydrocarbons produced from the Holder shall Assets to make payment for production after the Effective Date to Buyer. (b) At Closing, and as a condition precedent to Seller’s obligations hereunder, Buyer shall: (i) pay and deliver the Purchase Price in accordance with Section 2.4(b) ; (ii) execute and deliver to Seller the Company or its transfer agent for the Series B Preferred Stock the SecuritiesLease Maintenance and Cooperation Agreement; (iii) deliver to Seller a certificate of Buyer, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied signed by an assignment duly endorsed authorized officer of Buyer, certifying that the conditions set forth in a form acceptable Section 6.3 have been satisfied; and (iv) execute and deliver to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and Seller any and all rights arising thereunder shall other instruments, documents and other items reasonably necessary to effectuate the terms of this Agreement, as may be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderreasonably requested by Seller.

The Closing. The On and subject to the terms and conditions contained herein, the closing of the Repurchase purchase and sale of the Purchased Assets and the other transactions contemplated by this Agreement (the “Closing”) shall take place remotely via exchange of documents on the date hereof of this Agreement, or at such other time and place as the Company and Holder mutually agree (parties hereto may agree. The date on which the Closing occurs is referred to herein as the “Closing Date”). .” At the Closing: a. the Company (a) Buyer shall pay or cause deliver to be paid to the HolderSeller, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing specified to Buyer at least two Business Days prior to the ClosingClosing Date, cash in an amount equal to the First PaymentClosing Cash Purchase Price; (b) Seller shall deliver to Buyer, a certification, in the form and substance required under Section 1.1445-2(b)(2) of the United States Treasury Regulations and reasonably acceptable to Buyer, certifying the non-foreign status of Seller; and b. (c) Seller and Buyer, as applicable, shall duly execute and deliver, in each case in form reasonably satisfactory to Buyer, (collectively, with this Agreement, the Holder “Transaction Documents”): (i) the Assignment and Assumption Agreement, in the form attached hereto as Exhibit A (the “Assignment and Assumption Agreement”); (ii) such other special warranty deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties shall deem reasonably necessary to vest in Buyer all right, title and interest in, to and under the Purchased Assets and to evidence Buyer’s assumption of the Assumed Liabilities; (iii) the Retained IP License Agreement in the form attached hereto as Exhibit B (the “Retained IP License Agreement”); (iv) the Employee Sharing Agreement in the form attached hereto as Exhibit C (the “Employee Sharing Agreement”); and (v) Seller shall deliver to the Company or its transfer agent for the Series B Preferred Stock the SecuritiesBuyer a certificate, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created duly executed by or resulting from actions an authorized officer of the Company or any Seller, dated as of its subsidiaries and those arising solely under the Securities Act Closing Date, certifying copies of 1933, as amended, resolutions of the board of directors of the Seller approving entry into this Agreement and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymenttransactions contemplated hereunder. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase (the “Closing”) following provisions shall take place on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). At be applicable with respect to the Closing: a. (a) At Closing, Seller shall: (i) execute and deliver the Company shall pay Assignment to Buyer (in such counterparts as are reasonably requested by Buyer); (ii) deliver a certificate of Seller, signed by an authorized officer of Seller, certifying that the conditions set forth in Section 6.2 have been satisfied; (iii) execute and deliver a Certification of Non-Foreign Status in the form attached as Exhibit C; (iv) execute and deliver to Buyer letters in lieu of transfer or cause division orders; (v) for ▇▇▇▇▇ of which Seller or an affiliate of Seller is the designated operator, execute and deliver to be paid Buyer any forms or documents required to designate Buyer as operator of such ▇▇▇▇▇; (vi) execute and deliver to Buyer any other forms required by any Governmental Authority relating to the Holder, by wire transfer assignment of immediately available funds the Assets and relating to the account assumption of operations by Buyer; (vii) deliver to Buyer such of the Books and Records that Buyer reasonably requests and thereafter deliver the remainder of the Books and Records to Buyer within five (5) days after Closing; (viii) deliver possession of the Assets to Buyer; (ix) execute and deliver releases of the Operator Liens; (x) execute and deliver the documentation as is necessary to inform and instruct Plains Marketing, L.P. (or accounts any other third party holding suspense funds) to release and disburse any of the Magnum Hunter Owned Monies held by such party to Magnum Hunter (or a subsidiary designated by Magnum Hunter); (xi) release and disburse any portion of the Holder in writing prior Magnum Hunter Owned Monies held by Seller (or an affiliate of Seller) to Magnum Hunter (or a subsidiary designated by Magnum Hunter); (xii) execute and deliver the Closing, Settlement Agreement; (xiii) execute and deliver any documents required to obtain the First Paymentdismissal with prejudice of the Litigation; and b. the Holder shall (xiv) execute and deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and Buyer any and all rights arising thereunder shall other instruments, documents and other items reasonably necessary to effectuate the terms of this Agreement, as may be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderreasonably requested by Buyer.

The Closing. The (a) Subject to the terms and conditions set forth herein, the closing (the "Closing") of the Repurchase (purchase, sale, assignment and conveyance of the “Closing”) Assets and the assumption of the Liabilities pursuant to this Agreement shall take place at the offices of Sidley & Austin, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ on August 25, 1998, or, if the conditions pursuant to Section 9.01 are not satisfied by such date then on the date hereof five (5) business days after such conditions are satisfied, or at on such time and place other date as the Company and Holder mutually parties may agree (the “"Closing Date”"). Sellers and Purchaser shall communicate with each other regarding the status and completion of the conditions that are to be satisfied pursuant to Section 9.01. (b) At the Closing, Purchaser shall pay to MobileMedia Communications on behalf of Sellers an amount equal to the Purchase Price in immediately available federal funds by wire transfer to such account as MobileMedia Communications shall designate. (c) At the Closing, MobileMedia Communications (or one or more successors, assigns or Affiliates of MobileMedia Communications as applicable) and Purchaser shall execute and deliver the Master Lease. (d) At the Closing, Sellers and Purchaser shall execute and deliver a General Assignment And ▇▇▇▇ Of Sale substantially in the form of Exhibit B hereto (the "General Assignment And ▇▇▇▇ Of Sale"). (e) At the Closing, Sellers and Purchaser shall execute and deliver a Liabilities Assumption Agreement substantially in the form of Exhibit C hereto (the "Liabilities Assumption Agreement"). (f) At the Closing, with respect to any Real Property regarding which the title company of Purchaser issues a policy to Purchaser confirming that one or more Sellers is the fee owner thereof, the applicable Sellers shall execute and deliver to Purchaser, in recordable form, special warranty deeds (or the local equivalent) conveying such Seller's interest in the Real Property to Purchaser, and Purchaser (at its expense as to recordation fees) shall promptly cause the appropriate recordation of such deeds, subject to Sections 7.09(b) and 7.09(c) in the event that such Seller is unable to provide such recordable deeds at the Closing. (g) At the Closing, each of the applicable Sellers shall execute and deliver to Purchaser, in recordable form, assignments for each Ground Lease, and Purchaser (at its expense as to recordation fees) shall promptly cause the appropriate recordation of such assignments. (h) At the Closing, MobileMedia Communications on behalf of Sellers shall pay to Purchaser an amount equal to the amount, if any, of any Post- Closing Period Revenue Leases Prepaid Rent. (i) At the Closing, Purchaser shall pay to MobileMedia Communications on behalf of Sellers an amount equal to the amount, if any, of any Post-Closing Period Ground Leases Prepaid Rent. (j) At the Closing, as applicable, each party shall pay to the other party the amount or amounts, if any, as are required to be paid as prorations for certain costs, expenses and charges pursuant to Section 7.07(c). (k) This Section 3.01(k) shall be subject to Sections 3.01(f), 3.01(g) and 3.01(r). At or prior to the Closing: a. the Company , Purchaser shall pay or cause to be paid (either to the Holderappropriate taxing authority, by wire transfer of immediately available funds or to the account applicable Seller for payment by such Seller to the appropriate taxing authority, as the case may be) all transfer, stamp, sales, use, excise or accounts designated similar taxes or duties, and any applicable escrow fees or similar charges, payable in connection with the sale, assignment or conveyance of such Seller's interest in and to the Assets or the assumption of the Liabilities hereunder to the extent not covered by section 1146(c) of the Holder Code (collectively "Transfer Taxes And Charges"). At the Closing, Sellers shall reimburse Purchaser in writing the amount of fifty percent (50%) of the Transfer Taxes And Charges. Notwithstanding the foregoing, in the event that any deed recordation fees or escrow fees or similar charges are not due and payable until after the Closing, Purchaser may elect to pay such fees or charges when due, rather than at or prior to the Closing, and in such event Sellers shall reimburse Purchaser in the First Payment; andamount of fifty percent (50%) of such fees or charges promptly after Purchaser's payment of the same and Purchaser's notifying Sellers of such payment and providing Sellers appropriate supporting documentation with respect thereto. If Purchaser receives any refunds, credits, rebates or similar payments with respect to any Transfer Taxes and Charges, Purchaser shall as soon as reasonably practicable remit fifty percent (50%) of the amount thereof to MobileMedia Communications on behalf of Sellers. (Any payments by Sellers to Purchaser under this Section 3.01(k) may be paid by MobileMedia Communications on behalf of Sellers.) b. (l) At the Holder Closing, MobileMedia Communications on behalf of Sellers shall return the Letter of Credit to Purchaser. (m) At or prior to the Closing, each Seller shall deliver the applicable items which are to be delivered by such Seller pursuant to Sections 7.08(a) and 7.08(b). (n) At the Closing, each Seller shall deliver the applicable documents and materials, or copies thereof, which are listed in clause (vii) of the definition of Assets in Section 1.01. (o) At or prior to the Closing, Purchaser shall deliver to Sellers resale certificates for each state or local jurisdiction in which Purchaser will either resell or lease any Asset that is treated as tangible personal property under any applicable sales, use, excise or similar tax laws. (p) As applicable, each Seller shall deliver to Purchaser certificates certifying that such Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code. (q) Subject to the terms hereof, Sellers shall deliver revised Schedules II and III, as applicable. (r) At the Closing (or soon as reasonably practicable thereafter as to non-Owned Sites), Purchaser and Lessee shall prepare a memorandum of the Master Lease for recordation in the appropriate jurisdictions, at Lessee's expense as to recordation fees (except to the extent that the parties are unable to effect such recordation as to non-Owned Sites). (s) At the Closing, as applicable, Purchaser shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free Lessee nondisturbance agreements and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions similar agreements pursuant to Section 18 of the Company Master Lease. (t) At the Closing, a Seller and Purchaser shall execute a lease for Site 61 (Greensboro, NC) as contemplated by the Disclosure Schedule. (u) At or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable prior to the Company andClosing, if applicable, its transfer agent, or by means Sellers will provide Purchaser a complete list of paging terminals that are excluded from the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment Assets as contemplated by the Company of the First PaymentDisclosure Schedule. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase (the “Closing”) following provisions shall take place on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). At be applicable with respect to the Closing: a. (a) At Closing, as a condition precedent to ▇▇▇▇▇’s obligations hereunder: (i) Seller shall fully execute and deliver to Buyer one or more Assignments substantially in the Company form attached as Exhibit B, in counterpart originals suitable for recording in each jurisdiction in which the Assets are located, conveying to Buyer the interest of Seller in the Assets; (ii) Seller shall pay or cause fully execute and deliver to Buyer the Lease Maintenance and Cooperation Agreement; (iii) Seller shall deliver a certificate, signed by an authorized officer, certifying that the conditions set forth in Section 6.2 have been satisfied; (iv) Seller shall execute and deliver a FIRPTA Affidavit in the form attached hereto as Exhibit C; (v) Seller shall deliver to Buyer executed Texas Railroad Commission Forms P-4, and Forms T-4 if applicable and comparable forms promulgated by the Louisiana Conservation Commission, transferring operatorship of the Operated ▇▇▇▇▇ and Pipelines in which Seller has the right to transfer operatorship; (vi) Seller shall make available to Buyer, at Seller’s offices, such of the Books and Records as are feasible to be paid delivered at Closing and thereafter make available the remainder of the Books and Records to Buyer as soon after Closing as is reasonably possible, with Seller being responsible for all costs of copying files or documents and all transportation or shipping costs; (vii) Seller shall execute and deliver to Buyer any and all other instruments, documents and other items reasonably necessary to effectuate the Holderterms of this Agreement, as may be reasonably requested by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First PaymentBuyer; and b. (viii) Seller and ▇▇▇▇▇ shall have executed and delivered letters in lieu directing each purchase of Hydrocarbons produced from the Holder shall deliver Assets to make payment for production after the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind Effective Date to Buyer. (“Encumbrances”b) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amendedAt Closing, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunderas a condition precedent to Seller’s obligations hereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.Buyer shall:

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M. on the third Business Day to occur following full satisfaction or due waiver of all of the closing conditions set forth in Article II hereof (other than those required to be satisfied, or only capable of being satisfied, at the Closing) or on such other date hereof or at such as is mutually agreeable to the Buyer and the Representative. The date and time and place of the Closing are herein referred to as the Company and Holder mutually agree (the “"Closing Date”). At ." (b) Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following "Closing Transactions" at the Closing: a. (i) the Representative (on behalf of the Equityholders) shall deliver to the Buyer certificates representing the Shares duly endorsed for transfer and instruments evidencing the cancellation and surrender of the Stock Options and Phantom Rights; (ii) the Buyer (on behalf of the Company and the Equityholders) shall pay the Closing Costs by wire transfer of immediately available funds to the account(s) designated by the Company prior to the Closing Date; (iii) the Buyer shall repay (on behalf of the Company) all amounts necessary to discharge fully the Indebtedness of the Company identified with an asterisk ("*") on the Indebtedness Schedule (including all principal, accrued interest, premiums and related fees and expenses) by wire transfer of immediately available funds to the accounts designated by the Company prior to the Closing Date, and the Company shall pay or cause to be paid deliver to the HolderBuyer all appropriate payoff letters, which shall include customary provisions regarding the releases of all Liens related to such Indebtedness, and shall make arrangements reasonably satisfactory to the Buyer for the holders of such Indebtedness to deliver Lien releases and cancelled notes, as appropriate at the Closing; (iv) the Buyer shall deliver the Escrow Amount and, if applicable, the Additional Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the account or designated by the Escrow Agent prior to the Closing Date; (v) the Buyer shall deliver to the Representative (on behalf of the Equityholders) the amount of the Initial Purchase Price less the Escrow Amount and, if applicable, the Additional Escrow Amount by wire transfer of immediately available funds to the accounts designated by the Holder in writing Representative prior to the Closing Date; (vi) the Representative shall deliver to each holder of Stock Options an amount equal to (A) the product of (1) the number of shares of Common Stock for which such Stock Option is exercisable immediately prior to the Closing, multiplied by (2) the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind excess (“Encumbrances”if any) (other than Encumbrances created by or resulting from actions of the Company or Per Share Initial Purchase Price over the applicable per share exercise price for such Stock Option (less any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations withholding obligations described in Section 1.01(h)) minus (B) such Person's Pro Rata Share of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company Escrow Amount and, if applicable, its the Additional Escrow Amount by wire transfer agentof immediately available funds to the accounts designated by each holder of Stock Options prior to the Closing Date; (vii) the Representative shall deliver to each holder of Phantom Rights that has provided to the Representative a cancellation of such Phantom Right an amount equal to (A) the product of (1) the number of Phantom Rights held by such Person immediately prior to the Closing, or multiplied by means (2) the Per Share Initial Purchase Price (less any withholding obligations described in Section 1.01(h)), minus (B) such Person's Pro Rata Share of the book-entry Escrow Amount and, if applicable, the Additional Escrow Amount by wire transfer procedures of immediately available funds to the accounts designated by each holder of Phantom Rights prior to the Closing Date; (viii) the Representative shall deliver to the each holder of Shares an amount equal to (A) the product of (1) the number of Shares held by such Person immediately prior to the Closing, multiplied by (2) the Per Share Initial Purchase Price minus (B) such Person's Pro Rata Share of the CompanyEscrow Amount and, or if applicable, the Additional Escrow Amount by means wire transfer of transfer acceptable immediately available funds to the Company, against payment accounts designated by each such holder prior to the Company of Closing Date; and (ix) the First Payment. c. Upon consummation of the RepurchaseBuyer, the Company will, or will instruct its transfer agent, to cancel and the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution Representative (on behalf of the Holder Equityholders) shall make such other deliveries as are required by and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderaccordance with Article II hereof.

The Closing. The closing of Following the Repurchase Initial Closing, there may be multiple closings (together with the Initial Closing, each, a “Closing”) shall take place hereunder on the such other date hereof or at such time and place dates as the Company and Holder mutually the purchasers purchasing Securities on such date may agree (together with the Initial Closing Date, each, a “Closing Date”); provided that the final Closing Date shall be no later than December 30, 2009. At On the Closing: a. Closing Date, the Company shall pay or cause to be paid deliver to the HolderPurchaser the Securities purchased hereunder, registered in the name of such Purchaser or its nominee. On or prior to the Closing Date, the Purchaser shall deliver the Purchase Price (the “Escrowed Funds”) by certified check made payable to the order of “Signature Bank, as Escrow Agent for Sino Gas International Holdings, Inc.” or by wire transfer of immediately available funds funds: Wire transfers to the account Escrow Agent shall be made as follows: Wire transfers to the Escrow Agent shall be made as follows: ABA#: 0▇▇▇▇▇▇▇▇ Account#: 1500984569 Re: Sino Gas International Holdings, Inc. Signature Bank as escrow agent Attention: E▇▇ ▇▇▇▇▇ In addition, each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or accounts designated by the Holder in writing prior to the Closing. The Securities will be fully owned and paid for by the Purchaser as of the Closing Date. The account with Signature Bank (the “Escrow Agent”) shall be referred to herein as the “Escrow Account” and such agreement setting forth the terms of the escrow arrangement, the First Payment; and b. “Escrow Agreement”. Unless the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securitiesminimum amount of $4,000,000 is sold by December 30, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind 2009 (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted EncumbrancesTermination Date”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means March 1, 2010 (the “Final Termination Date”) if the Termination Date has been extended by Company and the Placement Agent, the Offering shall terminate and all funds shall be returned by Escrow Agent to the Purchasers as per the terms of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentEscrow Agreement. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase transactions contemplated by this Agreement shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP in New York, New York or at such other place as the Parties may mutually determine. The closing shall occur in stages. The initial closing (the “Initial Closing”) shall take place on occur as soon as reasonably possible after due satisfaction or waiver in writing of the last to be so satisfied or waived of all of the conditions to the Initial Closing set forth in Sections 6.1 and 6.2 (other than those conditions to be satisfied at the Initial Closing) (the date hereof or at such time and place upon which the Initial Closing actually occurs being referred to herein as the Company and Holder mutually agree (the “Initial Closing Date”). At the Closing: a. the Company shall pay or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Initial Closing, the First Payment; and b. the Holder shall deliver to Buyer will purchase the Company Intellectual Property. The consummation of the sale and assignment of an Acquired Lease, together with all Leasehold Improvements located at the applicable Store (with respect to such Acquired Lease, the “Final Closing”) shall occur within five (5) business days following (i) receipt of written notice to Buyer from Sellers that Sellers desire to effect the assignment of such Acquired Lease, which date shall not be later than March 15, 2004, and (ii) due satisfaction or its transfer agent for waiver in writing of the Series B Preferred Stock the Securities, free and clear last to be satisfied or waived of all liens, encumbrances, security interests, options, preferences, priorities claims, charges the conditions to Final Closing applicable to such Acquired Lease set forth in Sections 6.1 and restrictions of any kind (“Encumbrances”) 6.2 (other than Encumbrances created by or resulting from actions those conditions to be satisfied at the Final Closing for such Acquired Lease) (the date upon which the Final Closing for an Acquired Lease actually occurs being referred to herein as the “Final Closing Date”). All Acquired Assets which are not dedicated solely to one of the Company or any of its subsidiaries Stores shall be sold and those arising solely under assigned at the Securities Act of 1933, as amended, first Final Closing to occur. (The Initial Closing and the rules Final Closing are some times referred to herein individually as “Closing” and regulations of the Securities and Exchange Commission ( together as the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted EncumbrancesClosings.”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of the Repurchase Title Company on April 30, 1998, or such other date prior thereto as Buyer and Seller may mutually agree in writing (the “"Closing Date"). Such date may not be extended without the prior written approval of both Seller and Buyer. In the event the Closing does not occur on or before the Closing Date, the Title Company shall, subject to the provisions of Section 2, and unless it is notified by both parties to the contrary, within five (5) days after the Closing Date, return to the depositor thereof items which may have been deposited pursuant to this Agreement. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. The delivery to the Escrow Agent of the Closing Documents, as hereinafter defined, by both parties and the Purchase Price by Buyer shall be deemed sufficient to effect a closing under Section 8(a). (b) At or before the Closing”, Seller shall deliver to escrow the following (collectively, the "Closing Documents"): (i) special warranty deed - statutory form, conveying to the Buyer the Property as required by Section 3 above in the form attached hereto as Exhibit I; (ii) originals or, if Seller does not have originals, certified true, complete and correct copies of all leases (and amendments thereto, if any) in Seller's actual and physical possession covering any portion of the Property, any security deposits relating thereto, and an executed Assignment and Assumption of Lease in the form attached hereto as Exhibit G; (iii) a Bill of Sale, in the form attached hereto as Exhibit J; (iv) a certificate by Seller to the effect that all of the representations, warranties and covenants set forth in this Agreement remain true, correct and complete as of the Closing Date; (v) a Certified Rent Roll in the form attached hereto as Exhibit B, dated as of the date of Closing Date consistent with prior Certified Rent Rolls and Tenant Estoppel Certificates; (vi) such title affidavits or other documents as may be reasonably required by the Title Company with copies thereof to the Buyer; (vii) all rent records and related documents in the possession or under the control of Seller. Such records may include a schedule of all cash deposits and a check or credit to Buyer in the amount of such deposits, including any interest thereon (to the extent that applicable state law or the applicable lease requires payment of interest on such amounts) held by Seller at the Closing under the Lease. To the extent any deposits are in a form other than cash, such deposits shall take place be transferred to Buyer at Closing without recourse. (viii) To the extent in Seller's possession or control, originals or copies of all current site plans, surveys, architectural drawings, plans and specifications, engineering plans and studies, floor plans, soil reports, environmental studies, and landscape plans. To the extent such items are in Seller's possession or control, Seller shall also deliver (i) originals (or copies, if originals are not then available) of all then effective assignable guaranties, warranties and/or payments and performance bonds made by any person for the benefit of Seller with respect to the Property of any of its components, together with an instrument assigning such guaranties and warranties to Buyer and (ii) originals (or copies, if originals are not then available) of all certificates, Licenses, permits authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction, to the extent such items are in Seller's possession or control. (ix) to the extent available, originals (or copies, if originals are not available) of all documents and books and records necessary for the continued operation of the Project, including without limitation, rent rolls, lease files, rent records, escalation records and statements and maintenance records; (x) an original resolution of Seller authorizing the execution of this Agreement, the conveyance documents and all other documents to be executed by Seller and the performance by Seller hereunder; (xi) Seller's Non-Foreign Certification in the form attached as EXHIBIT C; and (xii) notices to the tenants at the Property in the form attached as EXHIBIT D, executed by Seller informing them of the change in ownership of the Property. (xiii) an executed Assignment of Warranties and Guaranties in the form attached as Exhibit O. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. (c) At or before the Closing, Buyer shall deliver to escrow the Purchase Price, as adjusted for prorations, and an executed Assignment and Assumption of Leases in the form attached hereto as EXHIBIT G. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. (e) The following items shall be prorated separately for each property identified on SCHEDULE A as of 11:59 p.m. on the date hereof immediately preceding the Closing Date and the net amount thereof shall be added to or at such time and place deducted from, as the Company and Holder mutually agree (case may be, the “Closing Date”). At amount of the Purchase Price to be paid at the Closing: a. (i) general real estate, personal property and ad valorem taxes and assessments for the Company current tax year of the Property. If any such taxes or assessments are payable in installments, all installments due through the Closing together with the accrued but unpaid portion of any other installments not yet due as of the Closing shall pay or cause to be paid for by the Seller; (ii) taxes, water, sewer and front foot benefit charges, and charges for electricity, gas, telephone and other utilities and license fees; (iii) rent and other charges under the Leases (to the Holderextent monies have actually been collected therefor), by wire transfer including any free rent under any of immediately available funds the Leases; Buyer shall receive a credit at Closing for any free rent or other tenant concessions due under any Lease subsequent to Closing; (iv) all other income and expenses relating to the account or accounts designated by the Holder Property; (v) any other items that are customarily prorated in writing prior to the Closing, the First Paymenttransactions of this nature; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”vi) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder cash security deposits, prepaid rent and all interest earned thereon (to the extent interest is payable to tenant under applicable state law or the applicable lease) shall be extinguisheda credit to Buyer at Closing. Seller shall be fully liable for any wages and other amounts due and owing any employees at the Property which have accrued up to the date of Closing. Seller shall retain and Buyer shall not be entitled to any credit for, the deposits, if any, made by Seller in connection with the provision of electric, sewer, water, telephone and other utility services to the Property. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All authority herein conferred or such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the date of the Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall initially be performed by Seller and mutually agreed to by the parties prior to Closing, but shall be conferred 10 subject to adjustment in this Repurchase Agreement cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Buyer agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Closing (except with respect to property taxes, which shall survive be adjusted within sixty (60) days after the dissolution tax bills for the applicable period are received). Buyer shall, post Closing based on April 30, 1998 receivables, purchase accounts receivable relating to the Property from Seller at a price equal to the following percentage of such outstanding accounts receivable: 100% of the Holder amount of accounts receivable less than 31 days old; and any representation, warranty, undertaking and obligation 0% of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns amount of the Holder.accounts receivable over 30 days old;

The Closing. The closing of the Repurchase (the “Closing”) Closing shall take place on at the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”)offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Brand, LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Center, Minneapolis, MN 55402. At the Closing: a. , NetCalendar shall deliver to PopMail a certificate representing the Company Shares in a form reasonably satisfactory to PopMail and its counsel and duly executed by authorized officers of NetCalendar. At the Closing, PopMail shall pay or cause deliver to be paid NetCalendar certificates representing the Purchase Price Shares in a form reasonably satisfactory to NetCalendar and its counsel and duly executed by authorized officers of PopMail. Supplemental Closing. During the seven (7) business day period commencing on the 435th day following the Initial Closing Date, NetCalendar shall make the following determinations: (a) the average per share selling price (the "Average Selling Price") of all Purchase Price Shares, if any, sold by NetCalendar during the 15-month period beginning upon the Initial Closing Date pursuant to the Holderprovisions of Section 5.2 hereof, by wire transfer and (b) the number of immediately available funds Purchase Price Shares, if any, which NetCalendar offered for sale at any time pursuant to the account or accounts designated provisions of Section 5.2 hereof, but was not able to sell due to lack of a buyer during the applicable period (the "Unsold Purchase Price Shares"). NetCalendar shall provide to PopMail written notice of each such determination in reasonable detail, which notice shall include a certificate containing any Unsold Purchase Price Shares (the "Lookback Notice"). If the Average Selling Price of Purchase Price Shares sold by NetCalendar during such period is less than the Initial Closing Share Price of such shares, NetCalendar shall have the right to receive additional cash or, at PopMail's option, shares of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to the amount by which the Initial Closing Share Price exceeds the Average Selling Price, multiplied by the Holder number of Purchase Price Shares sold by NetCalendar during such 15-month period (such amount constituting the "Supplemental Purchase Price"). In addition to the Supplemental Purchase Price, to the extent NetCalendar has returned any Unsold Purchase Price Shares with the Lookback Notice, NetCalendar shall have the right to receive, in writing exchange therefor, such number of NetCalendar Shares as provided below. On the 10th business day following the date of the Lookback Notice delivered in accordance herewith(the "Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either cash or one or more certificates executed by duly authorized officers of PopMail representing Supplemental Purchase Price Shares equal in value to the Supplemental Purchase Price, and (b) such number of Shares as shall have been purchased by PopMail with the Unsold Purchase Price Shares as of the Initial Closing Date. For purposes of this Section 1.4, the value of the Supplemental Purchase Price Shares shall be equal to the average closing share price of PopMail common stock for the ten consecutive trading days preceding the second business day prior to the Closing, Supplemental Closing Date. In the First Payment; and b. event that the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created Supplemental Registration Statement is not declared effective by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( (the “"SEC”") promulgated thereunderon or before the Supplemental Registration Due Date, or under similar state securities laws (“Permitted Encumbrances”))is not maintained effective throughout the Supplemental Registration Period, duly endorsed or accompanied by an assignment duly endorsed in a form acceptable pursuant to the Company andprovisions of Section 5.3 hereof, if applicableNetCalendar shall be entitled to return to PopMail certificates representing such number of Supplemental Purchase Price Shares as shall then be held by NetCalendar (such shares representing the "Unrealized Supplemental Purchase Price") and PopMail shall, its transfer agentwithin five (5) days following receipt of same, either pay to NetCalendar the Unrealized Supplemental Purchase Price in cash or by means return to NetCalendar that number of Shares as shall have been equivalent in value to the Unrealized Supplemental Purchase Price as of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentInitial Closing Date. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase (the “Closing”) Closing shall take place at the offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Southport, North Carolina on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”), or on such other date as Seller and Purchaser may agree. All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceeding shall be deemed taken nor any document executed and delivered until all have been taken, executed and delivered. The transfer of the Purchased Assets to, and assumption of the Assumed Agreements by, Purchaser shall be deemed effective as of the Closing Date; provided, however, that Purchaser assumes no risks and shall have no liability with respect to the Purchased Assets unless the Closing shall have occurred. At the Closing, subject to all of the terms and conditions of this Agreement: a. (a) Seller shall deliver to Purchaser the Company duly executed Deed, together with a no-lien affidavit and/or lien waivers as may be required for Purchaser to obtain the title insurance described in Section 8.11 hereof. (b) Seller shall pay deliver to Purchaser the duly executed ▇▇▇▇ of Sale. (c) Seller and Purchaser shall execute and deliver to each other the Assignment and Assumption Agreement. (d) Seller shall deliver to Purchaser, in form and substance satisfactory to Purchaser, such consents from third parties as Purchaser may deem necessary or advisable to effect any assignment or transfer described in Section 2.1 hereof. (e) Seller shall deliver to Purchaser (i) a certificate of existence of Seller from the North Carolina Secretary of State as of a recent date, (ii) a copy of the Articles of Incorporation of Seller, and all amendments thereto, certified by the North Carolina Secretary of State as of a recent date, (iii) a copy of the Bylaws of Seller and all amendments thereto, (iv) resolutions of the shareholders and board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Related Agreements and consummation of the transactions contemplated hereby and thereby, and (v) original signatures of its incumbent officers, in each case certified by its Secretary or Assistant Secretary. (f) Seller shall deliver to Purchaser (i) a certificate of good standing of Brassie from the Delaware Secretary of State as of a recent date, (ii) a copy of the Certificate of Incorporation of Brassie, and all amendments thereto, certified by the Delaware Secretary of State as of a recent date, (iii) a copy of the Bylaws of Brassie and all amendments thereto, (iv) resolutions of the board of directors of Brassie authorizing the execution, delivery and performance of this Agreement, the sale of assets by Seller as provided for herein, and the consummation of the transactions contemplated hereby, and (v) original signatures of its incumbent officers, in each case certified by its Secretary or Assistant Secretary. (g) Seller shall deliver to Purchaser evidence satisfactory to Purchaser of the existence, good standing and authority of Canadian PT and its General Partner, North Carolinian PT, Inc., as of a recent date. (h) Seller shall deliver to Purchaser, in a form satisfactory to Purchaser, releases of any security interests in and Liens on the Purchased Assets (other than Permitted Exceptions). (i) Seller shall deliver to Purchaser the Closing Report, certified as to its accuracy and completeness by the President or chief financial officer of Seller. (j) Seller shall deliver to Purchaser a certificate signed by its President or chief executive officer to the effect that the representations and warranties of Seller in this Agreement are true and complete on the Closing Date as if made thereon and that Seller has performed or complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Seller prior to or on the Closing Date. (k) Seller shall deliver to Purchaser an affidavit duly executed by Seller in compliance with Section 1445 of the United States Internal Revenue Code, as amended, and applicable regulations stating that Seller is not a "foreign person" as that term is defined in said Section 1445. (l) Seller shall deliver to Purchaser a duly executed amendment to the Bylaws of The Gauntlet Club providing that the Manager(s) of Purchaser shall act as the Board of Directors of The Gauntlet Club. (m) Seller shall deliver to Purchaser the books and records relating to the Purchased Assets and such other documents, certificates and instruments as are reasonably requested by Purchaser to effect the transactions contemplated herein. (n) Seller shall cause to be paid delivered to Purchaser an opinion of ▇▇▇▇▇▇ & Bird LLP, counsel to Seller and Brassie, and an opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Canadian PT, addressed to Purchaser and Purchaser's lender, Branch Banking and Trust Company, and dated as of the HolderClosing Date, by wire transfer in form and content satisfactory to Purchaser and Purchaser's counsel. (o) Purchaser shall pay the balance of the Purchaser Price as provided in Section 3.2 hereof. (p) Seller, Purchaser and the Escrow Agent shall execute and deliver to each other the Escrow Agreement and Seller shall deliver $25,000 in immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; andEscrow Agent. b. the Holder (q) Purchaser shall deliver to Seller a certificate of existence of Purchaser from the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear North Carolina Secretary of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions State as of any kind a recent date. (“Encumbrances”r) Purchaser shall deliver to Seller (other than Encumbrances created by or resulting from actions i) a copy of the Company or any Articles of its subsidiaries and those arising solely under the Securities Act Organization of 1933, as amendedPurchaser, and all amendments thereto, certified by the rules and regulations North Carolina Secretary of State as of a recent date, (ii) a copy of resolutions of the Securities Members of Purchaser authorizing the execution, delivery and Exchange Commission ( performance of this Agreement and the “SEC”Related Agreements and consummation of the transactions contemplated hereby and thereby, and (iii) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied a certificate signed by an assignment duly endorsed in a form acceptable its Manager to the Company effect that the representations and warranties of Purchaser under this Agreement are true and complete on the Closing Date as if made thereon and that Purchaser has performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by Purchaser prior to or on the Closing Date. (s) Purchaser delivers to Seller such other documents, certificates and instruments as are reasonably requested by Seller to effect the transactions contemplated herein. (t) Purchaser shall cause to be delivered to Seller an opinion of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ P.L.L.C., counsel to Purchaser, addressed to Seller and dated as of the Closing Date, in form and content satisfactory to Seller and Seller's counsel. (u) Purchaser shall direct its attorney to proceed to the Brunswick County Registry to the determine whether the status of title to the Real Property is as required by this Agreement and, if applicable, its transfer agent, or by means the status of the book-entry transfer procedures of the Company, or by means of transfer acceptable title is determined to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agentbe as so required, to cancel record the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderDeed.

The Closing. (a) The closing of the Repurchase (the “Closing”) Closing shall take place on the date hereof or at such a time and place as and on a date to be agreed upon by the Company Buyer and Holder mutually agree the Seller. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered. (the “Closing Date”). b) At the Closing: a. (i) the Company Seller shall pay deliver to the Buyer the various certificates, instruments and documents referred to in Section 4.1; (ii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 4.2; (iii) the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in substantially the form attached hereto as Exhibit A, one or more patent assignments in substantially the form attached hereto as Exhibit B, one or more trademark assignments in substantially the form attached hereto as Exhibit C, and such other instruments of conveyance (such as assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets; (iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities; (v) the Buyer and the Seller shall execute and deliver a Services Agreement in the form attached hereto as Exhibit E; (vi) the Buyer and the Seller shall execute and deliver a License Agreement in the form attached hereto as Exhibit F; (vii) the Buyer and the Seller shall execute and deliver a Patent License Agreement in the form attached hereto as Exhibit G; (viii) the Seller shall transfer to the Buyer all the books, records, files and other data (or copies thereof as agreed upon by the Parties), within the possession or control of the Seller relating to the Acquired Assets; (ix) the Seller shall deliver or cause to be paid delivered to the HolderBuyer a certification that the Seller is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code; (x) the Buyer shall pay to the Seller, payable by wire transfer or other delivery of immediately available funds to the an account or accounts designated by the Holder in writing prior to the ClosingSeller, the First Payment; andPurchase Price set forth in Section 1.3; b. (xi) the Holder Seller shall deliver to the Company Buyer, or its transfer agent for otherwise put the Series B Preferred Stock Buyer in possession and control of, all of the SecuritiesAcquired Assets of a tangible nature; (xii) the Buyer and the Subsidiary shall execute and deliver the purchase and sale agreement attached as Exhibit H hereto (the “French Agreement”) including any documents required under applicable French laws to effect the purchase and assumption by Buyer of Subsidiary’s assets and liabilities identified in such Agreement; and (xiii) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above. (c) Notwithstanding anything in this Agreement to the contrary, free the sale of the Acquired Assets of the Subsidiary shall be made in accordance with, and clear of all lienssubject to the terms and conditions of, encumbrances, security interests, options, preferences, priorities claims, charges the French Agreement and restrictions in the event of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions inconsistency between the terms of this Agreement and the terms of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the RepurchaseFrench Agreement, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase French Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holdercontrol.

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m. on the date hereof last business day of the month in which Purchaser receives all requisite regulatory approvals and all other conditions set forth in ARTICLE 9 of this Agreement are satisfied or waived (other than those conditions that by their nature are satisfied at such time and place as the Company and Holder mutually agree Closing, but subject to the fulfillment or waiver of those conditions) (the “Closing Date”)) at the offices of the Purchaser’s counsel or such other time, date or place as the parties may agree. All actions and transfers taken at the Closing shall be deemed to occur simultaneously. (b) At the Closing, Sellers shall execute and/or deliver to the Purchaser, against execution and/or delivery by Purchaser, all of the following items: a. (i) A certificate by each Seller certifying that the Company shall pay representations and warranties of the Corporation and the Sellers are true and correct in all material respects as of the Closing Date and that the Corporation and the Sellers have performed or cause complied in all material respects with the obligations required to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated performed by the Holder in writing Corporation or Sellers prior to or on the Closing Date. (ii) Certificates representing the Stock, duly endorsed in blank by Sellers for transfer. (iii) Resignation, effective as of the Closing Date, of each director and officer of the Corporation. (iv) All of the minute books and stock transfer books of the Corporation. (v) All other certificates and Exhibits, in completed form, which are required by the provisions of this Agreement. (c) At the Closing, the First Payment; and b. the Holder Purchaser shall execute and/or deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created Sellers against execution and/or delivery by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amendedSellers, and the rules Corporation the following items: (i) The aggregate sum of $3,752,000. (ii) The certificate of an executive officer of Purchaser certifying that the representations and regulations warranties of Purchaser are true and correct in all material respects as of the Securities Closing Date and Exchange Commission ( that the “SEC”Purchaser has performed or complied in all material respects with the obligations required to be performed by the Purchaser prior to or on the Closing Date. (iii) promulgated thereunderAll other certificates and Exhibits, or under similar state securities laws in completed form, which are required by the provisions of this Agreement. (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means d) Within forty-five days of the book-entry transfer procedures of Closing, Purchaser shall issue and deliver the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentStock Notes. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase purchase and sale of the ICMS Acquired Asset, the assumption of the ICMS Assumed Liabilities, the purchase and sale of the BRTI Acquired Assets, the assumption of the BRTI Assumed Liabilities, the purchase and sale of the SWLP Acquired Assets, the assumption of the SWLP Assumed Liabilities and the transactions relating thereto are herein referred to as the "Closing." The date and time of the Closing (the “Closing”"Closing Date") shall take place be 10:00 a.m. on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”)hereof. At the ClosingClosing the following deliveries shall be made: a. (a) the Company shall pay or cause to be paid Purchaser will deliver to the HolderSellers such instruments of assumption as are required in order for the Purchaser to assume the ICMS Assumed Liabilities, the BRTI Assumed Liabilities and the SWLP Assumed Liabilities (the "Assumption"); (b) the Purchaser will deliver to the Sellers (or, at the Sellers' direction, to lenders or other third parties) the ICMS Cash Purchase Price, the BRTI Cash Purchase Price and the SWLP Cash Purchase Price by wire transfer of immediately available funds to funds; (c) the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall Purchaser will deliver to the Company or its transfer agent for Sellers the Series B Preferred Stock cash payment described in Section 9.5 below; (d) the SecuritiesSellers will convey to the Purchaser good title to all of the ICMS Acquired Assets and the BRTI Acquired Assets, free and clear of all liensLiens, encumbrancesand deliver to the Purchaser warranty deeds, security interestsbills of sale, options, preferences, priorities claims, charges assignments of leases and restrictions contracts and all other instruments of any kind (“Encumbrances”) (other than Encumbrances created by conveyance and consents which are necessary or resulting from actions desirable to effect transfer of the Company or ICMS Acquired Assets and the BRTI Acquired Assets (the "Sale"), including documents acceptable for recordation in the United States Patent and Trademark Office, the United States Copyright Office and any other similar Government Entity; (e) the Sellers will deliver to the Purchaser an opinion from ▇▇▇▇▇▇ & ▇▇▇▇, legal counsel for the Sellers, with respect to the matters set forth in Exhibit A attached hereto addressed to the Purchaser. Such opinion will be dated the Closing Date and will be in form satisfactory to the Purchaser's special legal counsel; (f) the Sellers will deliver to the Purchaser evidence satisfactory to the Purchaser that the Stockholders have prepaid all third party indebtedness for borrowed money secured by any of its subsidiaries and those arising solely under the Securities Act of 1933ICMS Acquired Assets, as amendedBRTI Acquired Assets or SWLP Acquired Assets pursuant to Section 9.4 below, and the rules and regulations Sellers will deliver to the Purchaser evidence satisfactory to the Purchaser of the Securities and Exchange Commission ( release of all security interest securing such indebtedness; (g) the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable Sellers will deliver to the Company and, if applicable, its transfer agent, or by means Purchaser the following documents: (i) a copy of the book-entry transfer procedures resolutions duly adopted by each Seller's board of directors and stockholders authorizing such Seller's execution, delivery and performance of the Company, or by means of transfer acceptable Transaction Documents to which such Seller is a party and the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any Sale and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred other transactions contemplated by the Transaction Documents, as in this Repurchase Agreement shall survive the dissolution effect as of the Holder and any representationClosing, warranty, undertaking and obligation certified by an officer of such Seller; (ii) a certificate (dated not earlier than five business days prior to the Closing) of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns Secretary of State of the Holderstate of incorporation of each Seller as to the good standing of such Seller in such state; (iii) a certificate (dated not earlier than five business days prior to the Closing) of the Secretary of State of each state wherein each Seller has qualified to do business as a foreign corporation as to the good standing of such Seller in such state; and (iv) the Books and Records of each Seller.

The Closing. (a) Subject to the terms and conditions set forth herein, the closing (the "Closing") of all Contemplated Transactions will occur on June 30, 2000 (the "Closing Date"). The closing transactions at Closing, when effective, will be deemed to be effective as of the Repurchase (opening of the “Closing”) shall take place business on the date hereof or day of Closing, except as otherwise specifically provided at such the time of Closing. All actions to be taken at Closing will be considered to be taken simultaneously and place as no documents will be considered to be delivered until all documents to be delivered at the Company Closing have been executed and Holder mutually agree delivered. (the “Closing Date”). At b) The following actions will occur at the Closing: a. (i) An officer of each party will execute a certificate, in substantially the Company shall pay or cause form attached hereto as Exhibit F, stating that all representations and warranties made by such party in this Agreement continue to be paid true and complete as of the Closing Date and that all conditions precedent to Closing have been satisfied. (ii) The Seller will deliver to Buyer an opinion of counsel to the Holder, by wire transfer of immediately available funds Seller in form and substance reasonably satisfactory to Buyer. (iii) The Seller shall execute and deliver to the account or accounts designated by Buyer the Holder in writing prior ▇▇▇▇ of Sale, the Contract Assignment, the Copyright Assignment, and the Trademark Assignment, and execute and deliver to the ClosingBuyer such other bills of sale, assignments, endorsements, and other good and sufficient instruments and documents of transfer and assignment, all dated as of the Closing Date, and in a form reasonably satisfactory to the Buyer as shall be necessary and effective to transfer and assign to, and further vest in, the First Payment; andBuyer, all of the Transferred Assets. b. (iv) The Buyer shall execute and deliver the Holder Assumption Agreement and shall accept each of the ▇▇▇▇ of Sale, the Contract Assignment, the Copyright Assignment, and the Trademark Assignment. (v) The Buyer shall deliver to the Company or its transfer agent for Seller the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions portion of the Company or any Purchase Price to be delivered at Closing. (vi) The Seller shall, in cooperation with the Buyer, take all steps reasonably necessary to put the Buyer in actual possession and operating control of its subsidiaries the Transferred Assets. (vii) The parties shall also execute, deliver to the other party (A) the other Transaction Documents to which they are respectively a party, (B) such other certified charters, incumbency certificates, good standing certificates and those arising solely under other instruments reasonably requested by the Securities Act other party in advance of 1933the Closing, as amendedand (C) all other documents necessary to effectuate the transactions contemplated by, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunderterms of, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentthis Agreement. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing ("Closing") shall occur at the local office of the Repurchase (the “Closing”) shall take place Title Agency on the later of the following dates: January 3, 2005 or the last day of the month following the date hereof or at Seller has obtained the required approvals listed in Section 24 of this Contract, provided the expiration of the Inspection Period has pre-dated any such time and place as the Company and Holder mutually agree date (the “"Closing Date”"). At Closing, Purchaser shall deliver to Seller the Purchase Price, and Seller shall provide Purchaser with the items listed in Exhibit D attached hereto. The form of such items shall be substantially as set forth on Exhibits F, G, H, I, J, and K hereto. The proration date ("Proration Date") shall be the Closing Date. The following items will be prorated as of 12:01 a.m. on the Proration Date: Income and operating expense items including, but not limited to taxes and assessments (which shall be based on the most recently available tax duplicates or information), rents, and any prepaid agreements approved by Purchaser, Service Contracts, and Personal Property Leases, but not capital expense items and debt service payments. Purchaser shall receive a credit against the Purchase Price for all security deposits under the Leases. Seller and Purchaser shall work together to notify utility companies of the Closing and transfer all utilities, including telephone numbers, to Purchaser's name as of the Closing Date. Seller shall be entitled to a refund of all utility deposits and shall pay all utilities up to and including the Closing: a. . Purchaser shall be responsible for all utilities from and after the Company Closing. Seller shall terminate all employees employed at the Facilities, whether or not same are re-employed by Purchaser, and Seller shall be responsible for all wages, bonuses, vacation pay, sick pay promised by Seller to such employees and for any severance payment, unemployment compensation or other obligations due such employees as a result of such termination. Seller shall pay or cause to be paid to the HolderPurchaser, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the cash at Closing, the First Payment; and b. the Holder shall deliver prepaid rents paid to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created Seller by or resulting from actions tenants as of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933Proration Date. Except as hereinafter provided, no proration shall be made for rents delinquent as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”Closing Date ("Delinquent Rents"). At Closing, Purchaser shall pay Seller an amount which is equal to seventy-five percent (75%) promulgated thereunderof Delinquent Rents of Non-Defaulting Tenants which are delinquent thirty (30) days or less. As used herein, Non-Defaulting Tenants means tenants which are delinquent thirty (30) days or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable less. Any Delinquent Rents collected after Closing shall belong exclusively to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any Purchaser and all rights arising thereunder to pursue collection of such amounts shall vest solely in Purchaser. All prorations shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderfinal.

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Kirkland & Ellis LLP located at 200 East Randolph Drive, Chicago, Il▇▇▇▇▇▇ ▇t 1▇:▇▇ a.m. on Septembe▇ ▇▇, ▇▇▇▇, ▇▇, ▇▇ ▇▇▇ of the conditions to the Closing set forth in ARTICLE III (other than those to be satisfied at the Closing) have not been satisfied or waived by the party entitled to the benefit thereof on or before such date, then on the third business day following satisfaction or waiver of all of the conditions to the Closing set forth in ARTICLE III (other than those to be satisfied at the Closing) or on such other date hereof or at such as is mutually agreeable to Buyer and the Company. The date and time and place of the Closing are referred to herein as the Company and Holder mutually agree "Closing Date." (b) Simultaneously with the Closing, Buyer shall pay to each Seller, in accordance with Section 2.07, such Seller's pro rata portion of the Estimated Merger Consideration minus such Seller's pro rata portion of the Escrow Amount. (c) Simultaneously with the Closing, Buyer shall deposit, for the benefit of the Sellers, the Escrow Amount into an escrow account (the “Closing Date”"Escrow Account") established pursuant to the terms and conditions of an escrow agreement (substantially in the form of Exhibit B, the "Escrow Agreement") by and among the Escrow Agent, Buyer and the Representative. Other than a final distribution, if any, owed to the Sellers in accordance with the terms of the Escrow Agreement, the Escrow Amount will be available solely to satisfy amounts owed to Buyer pursuant to Sections 2.08(c). At , 10.01(a) and 11.07(b)(iii) hereof, to satisfy amounts owed to the Independent Auditor as contemplated herein and to satisfy amounts owed to the Escrow Agent in accordance with the terms of the Escrow Agreement. (d) Simultaneously with the Closing: a. the Company , Buyer shall pay pay, or cause to be paid to repaid, on behalf of the HolderCompany and its Subsidiaries, the Indebtedness Amount by wire transfer of immediately available funds to the account or accounts designated as directed by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear holders of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentsuch Indebtedness. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing (a) Payment of the Repurchase (purchase price for the “Closing”) Firm Shares shall take place on the date hereof or at such time and place as the Company and Holder mutually agree (the “Closing Date”). At the Closing: a. the Company shall pay or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver made to the Company or its by Federal Funds wire transfer agent against delivery of the certificates for the Series B Preferred Stock Firm Shares to the SecuritiesUnderwriters through the facilities of The Depository Trust Company ("DTC") for the account of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., free and clear of all liensNew York time, encumbranceson February 11, security interests, options, preferences, priorities claims, charges and restrictions of any kind 2011 (“Encumbrances”the "Closing Date") (other than Encumbrances created unless another time shall be agreed to by or resulting from actions the Underwriters and the Company). The time at which such payment and delivery are to be made is hereinafter sometimes called the "Time of Purchase." Electronic transfer of the Company Firm Shares shall be made to the Underwriters at the Time of Purchase in such names and in such denominations as the Underwriters shall specify. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Additional Shares the Underwriters have agreed to purchase. Jefferies, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the applicable Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its subsidiaries obligations under this Agreement. (b) Payment of the purchase price for the Additional Shares shall be made at the Additional Time of Purchase in the same manner and those arising solely under at the Securities Act same office and time of 1933day as the payment for the Firm Shares. Electronic transfer of the Additional Shares shall be made to the Underwriters at the Additional Time of Purchase in such names and in such denominations as the Underwriters shall specify. (c) Delivery of the documents required to be delivered to the Underwriters pursuant to Sections 4 and 6 hereof shall be at 10:00 A.M., New York time, on the Closing Date or the Additional Closing date, as amendedthe case may be, and at the rules and regulations offices of the Securities and Exchange Commission ( the “SEC”) promulgated thereunderWhite & Case, or under similar state securities laws (“Permitted Encumbrances”))LLP, duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, if applicable▇▇▇ ▇▇▇▇, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment▇▇▇ ▇▇▇▇ ▇▇▇▇▇. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase transfer of the Resort Properties and the issuance of the Purchase Shares (the “"Closing”") shall will take place contemporaneously with the satisfaction of the last remaining closing condition set forth in Section 12 (and the date of the Closing shall be hereinafter referred to as the "Closing Date"), provided that if all such closing conditions shall not have been satisfied by August 31, 2005 (which outside date shall be subject to extension pursuant to Section 13 hereof), then the parties shall have such rights to terminate this Agreement as are set forth in Section 13 hereof. The Closing shall be held at the principal offices of Empire in Monticello, New York or such other place as shall be mutually agreed upon by the parties. The parties shall prorate all costs, expenses and fees (as customarily apportioned in real estate closings) in connection with the Closing and the transfer of the Resort Properties as of the day immediately preceding the Closing Date, on a customary and commercially reasonable basis. (b) Each of the parties will proceed in good faith to enter into, by December 23, 2004, the additional agreements referenced in this Agreement, including a non-exclusive license agreement with respect to the Concord Resort and Golf Club, the REAs and a Shareholders Agreement between Empire and Transferor (the "Additional Agreements"), provided that (i) this Agreement is fully binding on the parties as of the date hereof and failure to enter into the Additional Agreements shall in no way affect or at impair the binding nature of this Agreement (as provided in Section 19 hereof), and (y) in the event of any dispute over the terms and conditions of any Additional Agreement, such time dispute shall be resolved by binding arbitration pursuant to Section 15 hereof. The parties shall enter into an Additional Agreement setting forth customary and place commercially reasonable representations, warranties and interim covenants. The parties hereby acknowledge and confirm that all material terms and conditions of the Additional Agreements are described in this Agreement. (c) Empire agrees to cooperate with Transferor and to take all commercially reasonable steps necessary to structure the transaction contemplated by this Agreement as a transaction in which no gain or loss will be recognized by Transferor for income tax purposes or otherwise to reduce the Company tax effect of the transaction on Transferor and Holder mutually agree its affiliates (a "Tax Free Exchange"), provided that Transferor shall be responsible for any additional taxes payable by Empire as a result of the “Closing Date”). At conveyance of the Closing: a. the Company shall pay or cause to be paid Resort Property in a Tax Free Exchange, but only to the Holder, extent that such taxes are in excess of the taxes that would otherwise have been payable by wire Empire had the contemplated transaction been a direct transfer of immediately available funds the Resort Property to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933Empire. The term "taxes", as amendedused in the preceding sentence, and the rules and regulations shall include or be deemed to include any application of the Securities and net operating losses of Empire in respect of tax liabilities. The manner in which any Tax Free Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form is structured shall be mutually acceptable to tax counsel for both Empire and Transferor (in the Company and, if applicable, its transfer agent, or by means exercise of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentsuch tax counsel's reasonable discretion). c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing transfer of the Repurchase (Company Stock and the “Closing”) payment of the consideration for that stock by Buyer shall take place be effected as provided in this Agreement on the date hereof or of closing specified below (the "closing"). Time shall be of the essence and delivery of certificates for all of the Shares at the time and place provided in this Agreement is a condition of Buyer's obligation, and delivery of the certificates for all of the shares of Buyer Stock to be issued under this Agreement at the closing at such time and place as the Company and Holder mutually agree is a condition of Stockholders' obligations. (the “Closing Date”). b) At the Closing: a. the Company closing Stockholders shall pay deliver or cause to be paid delivered to Buyer certificates evidencing the Holdershares. The certificates evidencing the Shares so delivered shall be properly endorsed for transfer or accompanied by duly executed stock powers, by wire transfer in either case executed in blank or in favor of immediately available funds to the account or accounts designated by the Holder in writing Buyer as Buyer may have directed prior to the Closingclosing. Concurrently with the delivery of the (c) The closing shall take place at a place and on a date mutually agreed by Buyer and the Stockholders not later than January 24, 2001. The place of the First Payment; andclosing may be changed by mutual agreement between Buyer and Stockholders. The date and hour of closing is sometimes referred in this Agreement to as the "date of closing" or the "closing." b. (d) The Certificates for the Holder shall deliver Buyer Stock to be issued to the Company or its transfer agent for Stockholders hereunder shall bear the Series B Preferred Stock the Securitiesfollowing legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR THE PURCHASER'S OWN ACCOUNT AND NOT WITH A VIEW TO, free and clear of all liensOR FOR RESALE IN CONNECTION WITH, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind ANY DISTRIBUTION THEREOF. NO SALE OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE EFFECTED WITHOUT THE (“Encumbrances”1) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of REGISTRATION OF SUCH SALE OR DISPOSITION UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”AND (2) promulgated thereunderQUALIFICATION OF SUCH SALE OR DISPOSITION UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, or under similar state securities laws (“Permitted Encumbrances”))AS AMENDED, duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentOR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder."

The Closing. (a) The closing of the Repurchase purchase and sale of all the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date hereof that is the fifteen (15th) Business Day following the date on which all the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such time and place conditions at the Closing) or such other date as may be agreed by all the Company and Holder mutually agree Parties (the “Closing Date”). . (b) At the Closing: a. the Company (i) each Seller shall pay deliver, or cause to be paid delivered, to each Purchaser set forth opposite such Seller’s name under the column entitled “Name of Purchaser” on Schedule A hereto, its Applicable Sale Shares to be sold to such Purchaser and such other deliveries by transferring such Applicable Sale Shares to such Purchaser by crediting such Applicable Sale Shares on the books of The Depository Trust Company to the Holderbrokerage securities account(s) designed by such Purchaser, in each case in accordance with the instructions provided by such Purchaser or its agent in advance of the Closing, and direct the Issuer to take all necessary and desirable actions to reflect the same in its or its transfer agent’s books and records; and (ii) each Purchaser shall deliver, or cause to be delivered, to each Seller set forth opposite such Purchaser’s name under the column entitled “Name of Seller” on Schedule A hereto: (A) immediately available funds by wire transfer of immediately available funds to the into an account or accounts designated by such Seller in the Holder in writing prior to the Closing, the First Paymentamount of such Seller’s Applicable Purchase Price payable by such Purchaser; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”B) (other than Encumbrances created by or resulting from actions a copy of the Company or any director resolutions of its subsidiaries such Purchaser duly authorizing and those arising solely under the Securities Act of 1933, as amended, approving this Agreement and the rules and regulations of the Securities and Exchange Commission ( the “SEC”transactions contemplated hereunder. (c) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment Unless otherwise agreed by the Company of Sellers and the First Payment. c. Upon consummation of the RepurchasePurchasers, the Company will, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will instruct its transfer agent, be deemed to cancel the Securities, have been made until all deliveries and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed payments under this Agreement due to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holdermade at Closing have been made.

The Closing. The closing (a) Payment of the Repurchase purchase price for the Firm Shares shall be made to the Company by Federal Funds wire transfer against delivery of the certificates for the Firm Shares to the Underwriter through the facilities of The Depository Trust Company (the “ClosingDTC”) for the account of the Underwriter. Such payment and delivery shall take place be made at 10:00 A.M., New York time, on June 6, 2014, or such earlier date as agreed to by the date hereof or at such time Underwriter and place as the Company and Holder mutually agree (such date, the “Closing Date”). At the Closing: a. ; provided, however, the Company shall pay not be obligated to deliver and the Underwriter shall not be obligated to purchase the Firm Shares unless and until the Company shall have received notification from the NYSE MKT that the NYSE MKT has approved the Additional Listing Application (“NYSE MTK Approval”) and provided further, that if NYSE MKT Approval does not occur on or cause prior to 10:00 A.M. on June 6, 2014, unless the parties otherwise agree, this Agreement shall automatically terminate and neither party shall have any further obligations hereunder. The time at which such payment and delivery are to be paid made is hereinafter sometimes called the “Time of Purchase.” Electronic transfer of the Firm Shares shall be made to the Holder, by wire Underwriter at the Time of Purchase in such names and in such denominations as the Underwriter shall specify. (b) Payment of the purchase price for the Additional Shares shall be made at the Additional Time of Purchase in the same manner and at the same office and time of day as the payment for the Firm Shares. Electronic transfer of immediately available funds the Additional Shares shall be made to the account or accounts designated by Underwriter at the Holder Additional Time of Purchase in writing prior such names and in such denominations as the Underwriter shall specify. (c) Delivery of the documents required to be delivered to the ClosingUnderwriter pursuant to Sections 4 and 6 hereof shall be at 10:00 A.M., New York time, on the First Payment; and b. Closing Date or the Holder shall deliver to Additional Closing date, as the Company or its transfer agent for case may be, at the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions offices of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, Underwriter as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentfirst set forth above. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing (a) Unless this Agreement shall have been terminated pursuant to Article VIII, and subject to satisfaction or waiver of the Repurchase conditions set forth in Articles VI and VII, the closing (the “Closing”) of the transactions contemplated by this Agreement shall take place at the offices of ▇▇▇▇▇▇▇▇▇-▇▇▇▇ Company, on a day that is at least five Business Days following the date hereof satisfaction or waiver of all of the conditions set forth in Articles VI and VII hereof, or at such other place and time as may be agreed upon by IR and place Buyer Parent (the date on which the Closing actually occurs is referred to as the Company and Holder mutually agree (the “Closing Date”). At The parties will use reasonable efforts to schedule the ClosingClosing Date for the last day of a calendar month. Unless the parties agree otherwise, the Closing will be deemed to have occurred at the close of business local time in each applicable jurisdiction on the Closing Date. (b) Deferred Items - Government Approvals. (i) If, on the Closing Date: a. (A) (x) any Seller or applicable Buyer has not obtained any required Consent of a Governmental Authority in India or the Company People’s Republic of China or any shareholder approval in India legally required in order to transfer (directly or indirectly) any Sold Shares or any Acquired Assets (the “Deferred Items”), and (y) all other conditions precedent to the Closing have been satisfied or waived, or (B) (x) there is in effect any injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction in India or the People’s Republic of China or any Law or Order in India or the People’s Republic of China that restrains or prohibits the transfer to the applicable Buyer of the Deferred Items that is not permanent or remains appealable (a “Non-Final Injunction”), and (y) all other conditions precedent to the Closing have been satisfied or waived, such Deferred Items shall be withheld from transfer on the Closing Date, and the closing of such Deferred Item shall be delayed. The Buyer shall not pay the Purchase Price allocable to such Deferred Item (as set forth on Schedule 2.7), until the closing of such Deferred Item (each, a “Deferred Transfer”). Until each Deferred Transfer occurs, the Sellers and the Buyers shall continue to use commercially reasonable efforts to obtain all such Consents relating to the Deferred Items or the transfer thereof, and/or to cause all Non-Final Injunctions relating to the Deferred Items or the transfer thereof to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to lifted. (ii) From and after the Closing, and until such time as the First Payment; and b. closing of a Deferred Item has occurred, Sellers shall retain ownership of such Deferred Item and shall operate the Holder shall deliver Business as it relates to the Company or its transfer agent such Deferred Item for the Series B Preferred Stock Sellers’ sole benefit; provided, however, that Sellers’ pre-Closing obligations under this Agreement, including for the Securitiesavoidance of doubt Section 5.1 hereof, free and clear shall continue in force with respect to such Deferred Item until its Deferred Transfer occurs. (iii) Subject to Section 2.4(b)(iv), the closing of a transfer of each Deferred Item shall be effected on the fifth Business Day after receipt of all liensapplicable legally required Consents and the lifting of all applicable Non-Final Injunctions, encumbrancesor at such other time as the parties may agree. (iv) At any time on or after the date that is the first anniversary of the Closing Date, security interests, options, preferences, priorities claims, charges and restrictions so long as Buyer Parent’s failure to comply with the last sentence of Section 2.4(b)(i) is not the primary cause of the failure of any kind Deferred Item to be transferred, Buyer Parent may, by delivery of written notice to IR (each an “EncumbrancesAbandonment Notice”) (other than Encumbrances created by or resulting from actions ), elect to abandon the purchase of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentremaining Deferred Items. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The Unless the Buyer and the Seller otherwise agree in writing, the closing of the Repurchase (the “Closing”) shall take place on will be held as soon as practicable, but no later than the date hereof second business day after the satisfaction or waiver of the conditions set forth in Articles 5 and 6 other than the conditions that will be satisfied by delivery of documents at such time and place as the Company and Holder mutually agree Closing (the “Closing Date”). At The Closing will be held at the Closingoffices of ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇▇ Street, Eighth Floor, Chicago, Illinois at 10:00 a.m. or at such other place as the Buyer and the Seller may mutually agree. Subject to the terms and conditions of this Agreement, at the Closing the following transactions will take place: a. the Company shall pay or cause to be paid (a) The Seller will deliver to the HolderBuyer an instrument of assignment transferring all Membership Interests (which are uncertificated) representing all of the Membership Interests, together with separate powers duly executed in blank. (b) The Buyer will pay the Initial Purchase Price by wire transfer of immediately available funds as follows: (i) $5,000,000.00 (the “Escrow Funds”) to an account maintained pursuant to an agreement in the form set forth as Exhibit A (the “Escrow Agreement”) with ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Agent”) to satisfy any indemnification claims made pursuant to Article 8, and (ii) the balance to an account or accounts designated by the Holder Seller on behalf of the Seller, the Company and/or the Lenders. (c) Seller will pay all of the Transaction Expenses incurred by the Seller and the Company in writing connection with the transactions contemplated by this Agreement that have not been paid prior to the Closing, the First Payment; andClosing or otherwise accrued as a component of Closing Net Working Capital; b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”d) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company The Buyer will, or will instruct its transfer agentcause the Company to, pay in full all Indebtedness of the Company as of immediately prior to cancel the SecuritiesClosing pursuant to the payoff letters delivered pursuant to Section 5.6; and (e) Each party will deliver to the other such certificates, and thereafter other documents as are contemplated hereby or as may reasonably be requested by the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed other party to be conferred in this Repurchase Agreement shall survive evidence compliance with the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderterms hereof.

The Closing. The closing consummation of the Repurchase transaction contemplated by this Agreement (the “Closing”) shall take place on the date hereof or at such time and place as the through an escrow with Chicago Title & Trust Company and Holder mutually agree (the “Closing DateEscrow Agent”)) contemporaneously herewith. Unless waived by the party entitled to the benefit thereof, the obligations of either party to close under this Agreement shall be subject to the performance by the other party of all of the material covenants, agreements and obligations required to be performed by such party under this Agreement on or before the Closing. At the Closing, the following shall occur: a. (a) Seller shall deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (collectively, the Company “Deed”) in substantially the form attached hereto as Exhibit C. (b) Seller and Purchaser shall execute and deliver a ▇▇▇▇ of Sale, Assignment and Assumption of Contracts (“▇▇▇▇ of Sale”) in the form of Exhibit E hereto, conveying to Purchaser the Personal Property, Service Contracts, Warranties and Intangibles. (c) Purchaser shall pay the balance of the Purchase Price as provided in Section 2(b) hereof, and the parties shall execute settlement statements reflecting the Purchase Price and the prorations, adjustments and closing costs described in Section 6 hereof. (d) Seller and Purchaser shall enter into an Assignment and Assumption of Leases in substantially the form attached hereto as Exhibit D, whereby Seller shall deliver as provided in this Agreement and assign to Purchaser the landlord’s interest in the (i) Leases and (ii) any and all deposits under the Leases and not previously applied and whereby Purchaser shall assume all of the obligations of the landlord under the Leases arising from and after the Closing, including any obligation to account for the security deposits assigned to Purchaser. (e) Seller shall deliver to Purchaser originals (or to the extent originals are not in Seller’s possession, copies) of the Leases, Service Contracts, Warranties, Permits, plans and specifications of the Improvements, tenant files and certificates of occupancy (if applicable) relating to the Property within Seller’s possession. (f) The parties shall execute a blank form written notice addressed to tenants under the Leases notifying such tenants of the acquisition of the Property by Purchaser, which shall be delivered to Purchaser at Closing. (g) Pursuant to the terms and conditions of this Agreement, possession of the Property shall be delivered to Purchaser at Closing. (h) Seller shall deliver to Purchaser all keys to all locks on the Property within Seller’s possession (or the possession of its agents). (i) Seller shall deliver to Purchaser a “non-foreign affidavit” acknowledging that Seller is not a nonresident alien within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (j) Seller and Purchaser shall each execute and deliver to the other party such disclosures as may be required by applicable law. (k) Seller shall deliver, or cause to be paid delivered, to Purchaser (or shall provide evidence that the Title Company is unconditionally prepared to issue to Purchaser) a TLTA Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the HolderProperty, by wire transfer together with those endorsements set forth in Section 6(l) of immediately available funds this Agreement, and insuring any appurtenant easements in the amount of the Purchase Price, insuring Purchaser’s fee simple title to the account or accounts designated by the Holder in writing prior Property to be good and indefeasible subject to the Closing, terms of such Title Policy and the First Payment; andexceptions specified therein. b. the Holder (l) Each party shall deliver to the other party such documentary and other evidence as may be reasonably required by the Title Company including, without limitation, such documents evidencing its existence and/or good standing and the authority of the person or persons who are executing the various documents on its transfer agent for behalf in connection with this Agreement, and a certificate confirming such party’s representations and warranties and, in the Series B Preferred Stock the Securitiescase of Seller, free and clear Seller will execute customary affidavits of all debts, liens, encumbrancesand possession required by the Title Company, security interestsincluding, optionsincluding, preferenceswithout limitation, priorities claimsthose required to limit any exception for “parties in possession” to the rights of tenants, charges as tenants only, under the Leases delivered to Purchaser in accordance with Section 3. (m) The Purchaser and restrictions of any kind NewQuest Properties shall execute and deliver to the other party a Leasing Agreement in form and substance reasonably acceptable to Purchaser and NewQuest Properties. (n) Each party shall execute and deliver to the other party the escrow agreement (the “EncumbrancesLoan Earnout Escrow Agreement”) (other than Encumbrances created relating to the escrow of certain funds contemplated to be used to pay all costs, premiums and penalties to defease the Existing Indebtedness, as contemplated by or resulting from actions Paragraph 1 of the Company or any LOI. (o) Each party shall execute and deliver to the other party the escrow agreement (the “Leasing Earnout Escrow Agreement”) relating to the Leasing Earnout Escrow (to which shall be attached the approved form of its subsidiaries and those arising solely under master lease contemplated by Paragraph 15 of the Securities Act of 1933LOI), as amended, contemplated by Section 2 of this Agreement and the rules and regulations Paragraph 15 of the Securities LOI. (p) Each party shall execute and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable deliver to the Company andother party such agreements as may be reasonably required as contemplated by Paragraph 17 of the LOI, if including, to the extent applicable, its transfer agent, any required REA or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentSign Agreement contemplated therein. c. Upon consummation of (q) Purchaser shall execute and deliver the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderAssumption Documents.

The Closing. (a) The closing of the Repurchase transactions contemplated by this Agreement (the “"Closing”") shall take place at such place as is mutually agreeable to Buyer and the Shareholders' Representative) at 10:00 a.m. on the third business day following full satisfaction or due waiver of all of the closing conditions set forth in Article II hereof (other than those to be satisfied at the Closing) or on such other date hereof or at such as is mutually agreeable to Buyer and the Shareholders' Representative. The date and time and place of the Closing are herein referred to as the Company "Closing Date." (b) Subject to the terms and Holder mutually agree conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “"Closing Transactions") on the Closing Date”). At the Closing: a. (i) the Shareholders' Representative (on behalf of the Optionholders) shall deliver to the Company the instruments (if any) evidencing all of the Options and acknowledgments, duly executed by the Optionholders, of the cancellation thereof, and the Company shall pay or cause cancel all of the issued and outstanding Options; (ii) the Company shall deliver to be paid each Optionholder funds equal to such Optionholder's Option Pro Rata Portion of the HolderBase Option Repurchase Price (giving effect to such Optionholder's Option Pro Rata Portion of the adjustment (if any) pursuant to Section 1.05(a)), minus the aggregate exercise price for such Optionholder's Options, minus the principal amount of such Optionholder's Buyer Note, by wire transfer of immediately available funds to the one account or accounts designated in writing by the Holder in writing Shareholders' Representative to Buyer at least three (3) days prior to the Closing, ; (iii) the First Payment; and b. Shareholders' Representative (on behalf of the Holder Shareholders) shall deliver to Buyer stock certificates representing all of the Company or its transfer agent for Shares (other than the Series B Preferred Stock the SecuritiesExchanged Shares), free and clear of all liensclaims, encumbrancespledges, security interests, liens, charges, encumbrances, options, preferencesproxies, priorities claims, charges and voting trusts or agreements or other restrictions of any kind kind, duly endorsed for transfer or accompanied by duly executed stock powers; (“Encumbrances”iv) Buyer shall deliver to each Shareholder such Shareholder's Share Pro Rata Portion of the Base Share Purchase Price (giving effect to such Shareholder's Share Pro Rata Portion of the adjustment thereto (if any) pursuant to Section 1.05(a)) minus the principal amount of such Shareholder's Buyer Note, by wire transfer of immediately available funds to one account designated in writing by the Shareholders' Representative to Buyer at least three (3) days prior to the Closing; (v) Buyer shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Funded Indebtedness described on the attached Indebtedness Schedule - Schedule 1.04(b)(v), by wire transfer of immediately available funds as directed in writing by the holders of such Funded Indebtedness at or prior to the Closing, and the Shareholders' Representative (on behalf of the Shareholders and the Optionholders) shall cause the holders of such Funded Indebtedness to deliver to Buyer all appropriate payoff letters, reasonably satisfactory in form and substance to Buyer, and shall make arrangements reasonably satisfactory to Buyer for such holders to deliver lien releases and canceled notes at the Closing; (vi) Buyer shall deliver to each Shareholder and each Optionholder such Shareholder's Share Pro Rata Portion and such Optionholder's Option Pro Rata Portion, respectively, of the Buyer Notes; and (vii) Buyer, the Company and the Shareholders' Representative (on behalf of the Shareholders and the Optionholders) shall make such other than Encumbrances created deliveries as are required by and in accordance with Article II hereof. (c) For purposes hereof, the term "Funded Indebtedness" shall mean, with respect to the Company and its Subsidiaries, the sum of (i) all obligations, contingent or resulting from actions otherwise, which in accordance with GAAP should be classified upon the Company's consolidated balance sheet as liabilities in respect of borrowed money, notes or similar instruments, all obligations under leases which should be capitalized on the consolidated balance sheet of the Company or relating to the deferred purchase price of property, and all guarantees, endorsements and other contingent obligations in respect of indebtedness of others and (ii) accrued interest to and including the Closing Date in respect of any of its subsidiaries and those arising solely under the Securities Act obligations described in the foregoing clause (i) of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any this definition and all rights arising thereunder shall premiums, penalties, charges, fees, expenses and other amounts (including so-called "breakage" amounts) due in connection with the payment and satisfaction in full of such obligations which will be extinguished. All authority herein conferred paid or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderprepaid at Closing.

The Closing. The closing Initial Closing Date shall be five business days following the later to occur of (i) the date by which the Company, the Indemnification Representatives and persons holding Original Warrants which are exercisable for at least 85% of the Repurchase shares of common stock of the Company issuable upon the exercise of all of the Original Warrants (the “Closing”"Requisite Percentage of Holders") shall have signed this Agreement and (ii) the Company shall have received all of the Original Warrants held by the Requisite Percentage of Holders. The Company shall hold all of the Original Warrants in escrow pending the Closing Date, and, in the event that the Initial Closing Date does not occur within 45 days after the date hereof, the Company shall, upon the request of any Holder, return such Original Warrants to the Holders thereof. Subsequent Closing Dates shall take place on the date hereof or at promptly following such time that a person holding an Original Warrant signs this Agreement and place as delivers such Original Warrant to the Company pursuant to this Agreement. On such date as any such holder becomes a party to this Agreement, Exhibit A shall be amended to include the name of such holder and Holder mutually agree the number of New Warrants and cash to which such person shall be entitled. The aggregate number of shares for which New Warrants issued to each such person shall be exercisable shall equal 1,000,000 shares times the aggregate number of shares for which such person's Original Warrants are then exercisable, divided by the aggregate number of shares for which all Original Warrants issued pursuant to the Acquisition Agreement were initially exercisable (the “such person's "Pro Rata Percentage"). The aggregate cash to which such person shall be entitled shall equal $3,000,000 times such person's Pro Rata Percentage. On each Closing Date”). At the Closing: a. , the Company shall pay or cause deliver to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver each person who has delivered an Original Warrant to the Company or its transfer agent for the Series B Preferred Stock the Securitieshereunder as of such date, free such person's applicable New Warrant and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Paymentcash. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase sale and purchase of the Assets (the “Closing”) shall will take place at National Grid’s offices at 280 Melrose Street, Providence, Rhode Island at 10:00 a. m., eastern prevailing time, on a date within fifteen (15) Business Days after the satisfaction or waiver of all conditions precedent to the obligations of the parties to effect the transactions contemplated hereby set forth in Sections 8 and 9 hereof (the date hereof or at such time and place of the Closing being hereinafter referred to as the Company and Holder mutually agree (the “Closing Date”). . (b) At the Closing: a. , DWBIT will execute and deliver to National Grid (i) assignment and assumption agreements in a form reasonably acceptable to National Grid and substantially similar to Exhibit A-1(relating to the Company shall pay or cause easement from the Rhode Island Department of Environmental Management),Exhibit A-2(relating to the easement from the Rhode Island Department of Transportation) and Exhibit A-3 (relating to the other Property Rights) assigning to National Grid all right, title and interest in, to and under the Property Rights (collectively, the “Assignment and Assumption of Property Rights”), (ii) an assignment and assumption agreement in a form reasonably acceptable to National Grid and substantially similar to Exhibit B assigning to National Grid all right, title and interest (except as expressly set forth in Schedule 2)in, to and under the Transferred Permits and the RIDOT Permits to be paid assigned to National Grid hereunder (the “Assignment and Assumption of Permits”), (iii) a bill of sale in a form reasonably acceptable to National Grid and substantially similar to Exhibit C conveying to National Grid all right, title and interest (except as expressly set forth in Schedule 2) in and to the HolderEngineering Documents, the Reports, RFP Responses, the Other Information and any other Assets (the “Bill of Sale” and together with the Assignment and Assumption of Property Rights and the Assignment and Assumption of Permits, the “Transfer Documents”) and (iv) any other transaction documents or instruments listed in Section 8 hereof or otherwise required hereunder or reasonably requested by National Grid in connection with the transfer to National Grid of the Assets, against payment by National Grid of the Purchase Price. (c) At the Closing, National Grid shall (i) deliver to DWBIT via wire transfer of immediately available funds to the account set forth in Exhibit D the Purchase Price and (ii) execute and deliver the Transfer Documents to which National Grid is a party and any other transaction documents or accounts designated instruments listed in Section 9 hereof or otherwise required hereunder or reasonably requested by DWBIT in connection with the Holder in writing prior transfer to National Grid of the Assets. (d) Legal title, equitable title and risk of loss with respect to the ClosingAssets to be transferred pursuant to this Agreement will not pass to National Grid until, and only to the extent that, the First Payment; and b. Assets are transferred at the Holder shall deliver Closing pursuant to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentTransfer Documents required hereunder. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase (the “Closing”"CLOSING") under this Agreement shall take place on at the date hereof offices of McCutchen, Doyle, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P., Palo Alto, within 5 business days after the satisfaction (or waiver by the party entitled to waive) of all conditions stated in Sections 6 and 7, or at such time and other place or on such other date as the Company and Holder mutually parties may agree (the “Closing Date”)in writing. At the Closing: a. (a) The Company may pay each Holder of Preferred Stock the Company amount of accrued unpaid dividends on its Preferred Stock. (b) Each Management Holder shall pay or cause contribute to be paid to CNO the Holdershares of Stock and/or Warrants, if any, owned by wire transfer of immediately available funds to the account or accounts him and designated by the Holder him in writing prior to the Closingon or before November 3, 1998 as Contribution Shares (collectively, the First Payment; and b. the Holder "CONTRIBUTION SHARES"), and shall deliver to the Company CNO one or its transfer agent more certificates for the Series B Contribution Shares duly endorsed or accompanied by duly executed stock powers, in the case of shares of Preferred Stock or Common Stock, or the Securitiesoriginal Warrants accompanied by appropriate instruments of transfer, in each case free and clear of all liensThird-Party Rights and in good order for transfer. (c) Each Holder shall sell to CHC: (i) the shares of Preferred Stock and Common Stock listed opposite its, encumbranceshis or her name in the Primary Shares column of SCHEDULE 1.1, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by any thereof which have been designated as Contribution Shares pursuant to Section 1.1(b) and (ii) the Warrants listed opposite its, his or resulting from actions her name in the Warrants column of the Company or any SCHEDULE 1. 1. The shares of its subsidiaries and those arising solely under the Securities Act of 1933, as amendedCommon Stock transferred, and the rules and regulations shares of Common Stock subject to the Securities and Exchange Commission ( Warrants transferred, pursuant to this Section 1.1(c) are herein collectively referred to as the “SEC”) promulgated thereunder"SALE SHARES." Each Holder of Sale Shares shall deliver to CHC at the Closing one or more certificates for its, his or under similar state securities laws (“Permitted Encumbrances”)), her Sale Shares duly endorsed or accompanied by an assignment duly endorsed executed stock powers, in a form acceptable the case of shares of Preferred Stock or Common Stock, or the original Warrants accompanied by appropriate instruments of transfer, in each case free and clear of all Third-Party Rights and in good order for transfer. The Sale Shares and the Contribution Shares are herein collectively called the "SHARES." SCHEDULE 1.1 sets forth, for each class of Stock and Stock Rights held by each Holder the associated number of fully-diluted shares (the "FULLY-DILUTED SHARES") of Common Stock. The proportion of the Fully-Diluted Shares associated with the Sale Shares is herein called the "SALE PROPORTION" and the proportion associated with the Contribution Shares is herein called the "CONTRIBUTION PROPORTION." The Sale Shares are further subdivided in SCHEDULE 1.1 into "CASH SALE SHARES" and "NOTE SALE SHARES." The proportion of the Fully-Diluted Shares associated with the Cash Sale Shares is herein called the "CASH SALE PROPORTION" and the proportion of the Fully-Diluted Shares associated with the Note Sale Shares is herein called the "NOTE SALE PROPORTION." (d) The sale and contribution provided for in Sections 1.1(b) and (c) shall also convey, without any further instrument or action being required therefor, the Holder's rights to any distributions or any other rights of any kind with respect to the Company andShares remaining after any dividend paid pursuant to Section 1.1(a). (e) Neither CNO nor CHC nor any Holder shall be obligated to purchase, if applicableaccept, its sell or contribute any Shares unless all Shares are purchased and sold or contributed and accepted pursuant to this Agreement. (f) CHC and CNO shall transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable Closing Acquisition Consideration to the Company, against payment by Holders in accordance with Section 1.3. (g) Each Holder and the Company will enter into a mutual release of claims in the First Paymentform of EXHIBIT A. (h) Each Holder, CNO and CHC will enter into an escrow agreement in the form of EXHIBIT B (the "ESCROW AGREEMENT"). c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 7.1, and subject to the satisfaction or waiver of the conditions set forth in Article VI hereof, the closing of the Repurchase Merger (the “Closing”“) shall take place on at the offices of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. New York City time no later than the second Business Day (as defined herein) after the date hereof that all of the closing conditions set forth in Article VI have been satisfied or at such time and waived, unless another time, date or place is agreed upon in writing by the Parties hereto. The date on which the Closing occurs is herein referred to as the Company and Holder mutually agree (the “Closing Date.”). At the Closing: a. the Company shall pay or cause to be paid (b) Subject to the Holderterms and conditions hereof, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to concurrently with the Closing, the First Payment; and b. Parties shall file with the Holder shall deliver to Secretary of State of Delaware (the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear “DE Secretary of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“EncumbrancesState”) (other than Encumbrances created by or resulting from actions a certificate of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed merger in a customary form acceptable to BBV and Migami, but which shall implement the Company andterms of this Agreement (the “Certificate of Merger”) , if applicable, its transfer agent, or by means executed in accordance with the relevant provisions of the book-entry transfer procedures DGCL, and shall make all other filings or recordings required under the DGCL in order to effect the Merger. The Merger shall become effective upon the filing of the Company, Certificate of Merger or by means of transfer acceptable to the Company, against payment at such other time as is agreed by the Company Parties hereto, in accordance with the DGCL and as specified in the Certificate of Merger. The time when the Merger shall become effective is herein referred to as the “Effective Time.” The Certificate of Merger shall change the name of the First PaymentSurviving Company to a name designated by Migami. c. Upon consummation (c) From and after the Effective Time, the Surviving Company shall possess all properties, rights, privileges, powers and franchises of Migami and BBV Sub, and all of the Repurchaseclaims, obligations, liabilities, debts and duties of Migami and BBV Sub shall become the Company willclaims, or will instruct its transfer agentobligations, to cancel the Securitiesliabilities, debts and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution duties of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderSurviving Company.

The Closing. The closing (a) Subject to the terms and conditions of this Agreement, including Section 2.4(b), the consummation of the Repurchase transactions contemplated hereby (the “Closing”) shall take shall, subject to the satisfaction or waiver of the conditions set forth in Article VII, be held at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at Four Times Square, New York, New York (or such other place or places as the parties may mutually agree), (A) on the sixth Business Day after all the conditions precedent set forth in Article VII are satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing; provided that such conditions would be so satisfied) or (B) on such other date hereof or at such time and place as the Company and Holder parties may mutually agree (in writing. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” Notwithstanding the actual occurrence of the Closing at any particular time on the Closing Date, the Closing shall be deemed effective as of 12:01 a.m. New York time on the Closing Date (the “Effective Time”) with APD owning the PMD Assets and the PMD Shares for the entire calendar day immediately preceding the Closing Date and Buyer owning the PMD Assets and the PMD Shares for the entire Closing Date. (b) The sale and purchase of any PMD Shares and PMD Assets in the jurisdictions outside the United States set forth in Schedule F shall occur in escrow on the Local Business Day immediately preceding the Closing Date at the locations and times set forth in Schedule F (each, a “Local Closing”). At each Local Closing, the relevant PMD Share Seller or PMD Asset Seller, as the case may be, shall deliver the respective Local Purchase Agreement (to the extent not previously delivered) and any documents, certificates and instruments contemplated thereby to the relevant PMD Share Buyer or PMD Asset Buyer, as the case may be, and the relevant PMD Share Buyer or PMD Asset Buyer shall deliver the respective Local Purchase Agreement and any documents, certificates and instruments contemplated thereby to the relevant PMD Share Seller or PMD Asset Seller, as the case may be (collectively, the “Local Closing Documents”). The consummation of each Local Closing shall be subject to the condition precedent that the Closing occurs. All agreements and documents executed at the respective Local Closing shall be held in escrow pending the Closing:. If the Closing does not occur, all agreements and documents executed at the respective Local Closing and held in escrow shall be returned to the parties that have executed such documents and such parties shall be returned to their respective positions preceding the Local Closing. For the avoidance of doubt, the payment of any portion of the Purchase Price or Preliminary Purchase Price attributable to a Local Closing shall be subject to the satisfaction or waiver of the conditions set forth in Article VII and shall be made at the time at which the Closing occurs in accordance with Section 2.4(a). a. (c) On the Company Closing Date, APD shall pay deliver or cause to be paid delivered to Buyer the following (except as otherwise provided in Section 5.24): (i) the Local Closing Documents (released from escrow) duly executed by APD or its Subsidiaries (to the Holderextent each is a party thereto), by wire transfer of immediately available funds to the account extent not executed and delivered by such parties at a Local Closing; (ii) certificates (where applicable) or accounts designated equivalent documents representing the PMD Shares duly endorsed (or accompanied by the Holder a duly executed stock power) and in writing prior form for transfer to Buyer; (iii) such duly executed deeds and other good and sufficient instruments of conveyance and transfer as shall be effective to vest good and marketable title in Buyer to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the SecuritiesOwned Real Property, free and clear of all liensEncumbrances except Permitted Encumbrances; (iv) the Related Agreements and the Other Transaction Documents, encumbrancesduly executed by APD or its Subsidiaries (to the extent each is a party thereto), security intereststo the extent not executed and delivered by such parties prior to the Closing; (v) an owner’s affidavit, optionsnon-imputation affidavit, preferencesand GAP undertaking in form reasonably requested by Buyer’s title company, priorities claims, charges together with such other and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions further documents as may be reasonably required to consummate the transfer of the Company or any of its subsidiaries and those arising solely under Owned Real Property as may be reasonably required by Buyer’s title company to issue a title insurance policy for the Securities Act of 1933, as amendedOwned Real Property that is subject only to Permitted Encumbrances, and the rules and regulations all real property transfer tax declarations, if required under applicable law; (vi) a certificate of non-foreign status that complies with Section 1445 of the Securities Code and Exchange Commission ( the “SEC”) promulgated Treasury Regulations thereunder, duly executed by each of the Sellers listed on Section 2.4(c)(vi) of the Seller’s Disclosure Schedule; (vii) a duly executed ▇▇▇▇ of sale and assignment, in the form attached as Exhibit B hereto, and such other instruments or under similar state securities laws documents as the Buyer may reasonably request to evidence the PMD Asset Buyers’ purchase of the Acquired PMD Assets or otherwise necessary to provide for the transactions contemplated hereby; and (“Permitted Encumbrances”)viii) all other documents expressly required to be delivered by APD or its Affiliates on or prior to the Closing Date pursuant to this Agreement. (d) On the Closing Date, Buyer shall deliver or cause to be delivered to APD or its designee the following: (i) the Local Closing Documents (released from escrow) duly executed by Buyer or its Subsidiaries (to the extent each is a party thereto), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company andextent not executed and delivered by such parties prior to the Closing; (ii) the Preliminary Purchase Price in immediately available funds by wire transfer to an account or accounts at such bank or banks specified in the Funds Flow Statement; (iii) the Related Agreements and the Other Transaction Documents, if applicableduly executed by Buyer or its Subsidiaries (to the extent each is a party thereto), its transfer agentto the extent not executed and delivered by such parties prior to the Closing; (iv) a duly executed instrument of assumption, in the form attached as Exhibit A hereto, and such other documents as APD may reasonably request or as may be otherwise necessary in order to effect the assumption by Buyer and the PMD Asset Buyers (and the release of APD and the PMD Asset Sellers and their Affiliates from) the Assumed Liabilities, or otherwise reasonably required by means of the book-entry transfer procedures of the Company, APD in connection herewith; and (v) all other documents expressly required to be delivered by Buyer or by means of transfer acceptable its Affiliates on or prior to the Company, against payment by the Company of the First PaymentClosing Date pursuant to this Agreement. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase Sale (the “Closing”"CLOSING") shall take shall, subject to the satisfaction or waiver of the conditions set forth in Article VII, be held at the offices of Cravath, Swaine & Moore in New York, New York (or such other place on or places as the pa▇▇▇▇▇ may mutually agree, including, without limitation, with respect to sales of the Controlled Foreign Subsidiary Shares, such places outside of the United States as the parties may mutually agree), as soon as practicable after the date hereof of this Agreement upon (A) the second Business Day after all the conditions precedent set forth in Article VII are satisfied or at waived or (B) such other time and place as the Company and Holder parties may mutually agree agree; PROVIDED that the Closing Date shall not be extended beyond the date on which this Agreement terminates pursuant to Section 8.1(b) hereof. The date on which the Closing actually occurs is hereinafter referred to as the "CLOSING DATE." (b) On the “Closing Date”). At the Closing: a. the Company , DuPont shall pay deliver or cause to be paid delivered to Buyer the following: (A) Certificates representing the DCI Shares, the DPRL Shares and the DPL Shares, each duly endorsed and in form for transfer to Buyer Sub 1. (B) Certificates representing the Controlled Foreign Subsidiary Shares, each duly endorsed and in form for transfer to the Holder, by wire applicable Foreign Buyer Sub. (C) A duly executed instrument of transfer of immediately available funds the DPC Interests being assigned and transferred to Buyer Sub 1 and Buyer Sub 2 in a form to be reasonably agreed upon by the parties. (D) A duly executed bill of sale and assignment and such other instruments o▇ ▇▇cuments as may be reasonably requested by Buyer to evidence its purchase of the Transferred Equipment hereunder or otherwise necessary to provide for the transactions contemplated hereby. (E) The stock books, stock ledgers, minute books and corporate seals of the Transferred Business Companies and the Controlled Foreign Subsidiaries as of the Closing Date; PROVIDED that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.3(b)(E) if such item has been delivered to or is otherwise certified to Buyer to be located at any of the Transferred Business Companies as of the Closing Date or any of their respective offices. (F) The Related Agreements, duly executed by DuPont or its Subsidiaries (to the account or accounts designated by extent that each is a party thereto), to the Holder in writing extent not executed and delivered to Buyer prior to the Closing; a duly executed instrument of assumption of all Retained Liabilities, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions extent such Retained Liabilities are Liabilities of any kind (“Encumbrances”) (other than Encumbrances created Transferred Business Company on the Closing Date, being assumed by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed DuPont in a form acceptable to be reasonably agreed upon by the parties; and all other documents required to be delivered by DuPont or its Subsidiaries on or prior to the Company andClosing Date pursuant to this Agreement or otherwise reasonably required by Buyer in connection herewith. (c) On the Closing Date, if applicableBuyer, Buyer Sub 1, Buyer Sub 2 and the Foreign Buyer Subs shall deliver or cause to be delivered to DuPont or its designee the following: (A) the Closing Purchase Price in immediately available funds by wire transfer agent, to an account or accounts at such bank or banks specified by means DuPont at least two Business Days prior to the Closing Date (such amount to be exclusive of any amounts required to be paid at the Closing pursuant to the Related Agreements). (B) A duly executed instrument acknowledging acceptance of the book-entry transfer procedures DPC Interests being transferred to Buyer Sub 1 and Buyer Sub 2 and the admission of Buyer Sub 1 and Buyer Sub 2 to DPC as partners in a form to be reasonably agreed upon by the parties. (C) A duly executed instrument of assumption of the CompanyAssumed Liabilities being assumed by Buyer Sub 1 in a form to be reasonably agreed upon by the parties. (D) The Related Agreements, or duly executed by means of transfer acceptable Buyer (to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agentextent that it is a party thereto), to cancel the Securities, extent not executed and thereafter delivered to DuPont prior to the Securities shall be null and void, and any Closing; and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed other documents required to be conferred delivered by Buyer on or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required by DuPont in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderconnection herewith.

The Closing. The 3.1. Subject to the terms and conditions hereof, the closing of the Repurchase transactions contemplated by this Agreement shall occur simultaneously (the “Closing”) and shall take place at the offices of DLA ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ US LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 400, Reston, Virginia 20190, commencing at 10:00 a.m. local time on the date hereof or at such time and place as the Company and Holder mutually agree May 31, 2005 (the “Closing Date”)) or at such other place and time as Seller and Purchaser may agree. 3.2. At the Closing: a. the Company shall pay or cause to be paid Subject to the Holderterms and conditions hereof, by wire transfer of immediately available funds on the Closing Date: (i) Seller will deliver to Purchaser good and valid title to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the SecuritiesPurchased Assets, free and clear of all liensEncumbrances and the INS Business; (ii) Purchaser will pay to Seller the Cash Consideration, encumbrancesless (x) the Escrow Fund (as defined herein) to be placed in escrow pursuant to Section 8.3, security interestsand (y) the amount of the Radiomovil Deposit as set forth in Section 9.12, optionsand (iii) Purchaser shall deposit the Escrow Fund with the Escrow Agent. 3.3. On the Closing Date, preferencesSeller shall deliver to Purchaser such bills of sale, priorities claimsendorsements, charges assignments and restrictions other good and sufficient instruments of assignment, transfer and conveyance, in form and substance reasonably satisfactory to Purchaser, as shall be effective to vest in Purchaser all of Seller’s title to the Purchased Assets (excluding the Excluded Assets), Assumed Contracts and the INS Business. Simultaneous with such delivery, Seller shall take such reasonable steps as may be necessary or appropriate, in the reasonable judgment of Purchaser, at and after the Closing so that Purchaser shall be placed in actual possession and operating control of the Purchased Assets, Assumed Contracts and the INS Business. From and after the Closing Date, upon request of Purchaser and at the cost and expense of Seller, Seller shall execute, acknowledge and deliver all such further assignments, transfers, conveyances and other instruments as may be necessary to assign, transfer and convey to and vest in Purchaser its right, title and interest in the Purchased Assets, Assumed Contracts and the INS Business, and as otherwise may be appropriate to carry out the transactions contemplated by this Agreement. In addition, if Purchaser identifies any material asset used prior to the Closing Date primarily in the INS Business but not included among the Purchased Assets or Excluded Assets, Purchaser shall provide a written notice to Seller identifying such asset and certifying its use in the INS Business, and Seller will transfer such asset to Purchaser for no additional consideration and will execute all documents reasonably necessary to vest in Purchaser all right, title and interest to such asset, free and clear of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. The closing of the Repurchase transactions contemplated by this Agreement (the “"Closing”") shall take place on at the offices of Michael Harris, P.A., at 1555 Palm Beach Lakes Blvd., Suite 310, West ▇▇▇▇ ▇▇▇▇▇, ▇▇orida 33401, ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ waiver of all conditions to the obligation of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions, the respective Parties will take at the Closing itself), or such other date hereof or at such time and place as the Company and Holder Parties may mutually agree determine (the “"Closing Date”"). At the Closing: a. , (i) CyGene shall deliver to TTI and Newco the Company various certificates, instruments and documents referred to in this Agreement, (ii) the CyGene stockholders who have consented to stockholder action as provided in the DGCL (the "Stockholder Consents") shall pay or cause deliver such Consents to be paid TTI which shall constitute sufficient votes to effect the HolderMerger as provided under the DGCL and CyGene's certificate of incorporation and by laws, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder (iii) Newco shall deliver to the Company or its transfer agent Escrow Agent the certificates for TTI Shares registered in the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions name of the Company holders of CyGene Shares who TTI reasonably believes are Accredited Investors pending a determination of whether they elect their Appraisal Rights and execution of appropriate documentation, (iv) the Escrow Agent shall hold the TTI Shares in escrow on behalf of CyGene stockholders who do not (A) receive the Cash Consideration, (B) elect their Appraisal Rights, or any (C) or withdraw their election of its subsidiaries and those arising solely under their Appraisal Rights within the Securities Act of 1933, as amendedtime provided by the DGCL, and who execute appropriate documentation, which escrow will continue until each of these CyGene stockholders has delivered his stock certificate endorsed to TTI with a medallion signature guarantee and an appropriate investment letter, and sufficient time has passed to determine who has elected their Appraisal Rights and the rules time to revoke such Appraisal Rights has lapsed, (vi) Newco shall deliver to the CyGene stockholders who receive the Cash Consideration an amount equal to $0.07143 per CyGene Share held by such CyGene stockholders, (vii) TTI and regulations Newco shall deliver to CyGene and its stockholders the various certificates, instruments, and documents referred to in the Agreement, (viii) CyGene and Newco shall file with the Secretary of State of Delaware and the Securities Secretary of State of Florida Articles and Exchange Commission ( Certificates of Merger in the “SEC”) promulgated thereunder, or under similar state securities laws form attached hereto as Exhibit A and Exhibit B (“Permitted Encumbrances”)the " Merger Documents"), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable and (ix) CyGene shall close its offerings to the Company and, if applicable, its transfer agent, or by means creditors of the book-entry transfer procedures at least $1,600,000 and investors of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.at least $350,000

The Closing. The (a) Subject to the terms and conditions hereof, the closing (the "Closing") of the Repurchase (purchase and sale of the “Closing”) shall Notes and Warrants will take place on at the date hereof or offices of War▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Asc▇▇▇▇▇, ▇.C. at such time and place date as shall be mutually agreed to by the Company and Holder mutually agree (the “Purchasers. Such times and dates are herein referred to as the "Closing Dates" and individually as a "Closing Date”). At ." (b) Subject to the Closing: a. terms and conditions hereof, on each Closing Date (i) the Company shall pay will deliver to each Purchaser (A) a Note or cause Notes, substantially in the form of Exhibit B hereto, payable to be paid such Purchaser (or its nominee as notified to the HolderCompany), and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, and (B) a Warrant or Warrants evidenced by certificates substantially in the form of Exhibit C hereto and dated the Closing Date, for the number of shares of the Company's Common Stock set forth opposite such Purchaser's name on Exhibit A, and (ii) upon such Purchaser's receipt thereof, such Purchaser will deliver to the Company by wire transfer an amount equal to the purchase price for such Notes and Warrants (as specified in Section 1(a) hereof) payable to the order of the Company in immediately available funds. (c) As an alternative to Section 2(b), upon receipt of a Purchaser's signed copy of this Agreement, the Company will sign the Agreement, the Note and the Warrants and will instruct the Agent to communicate to the Purchaser that such documents have been signed and the Agent has obtained a perfected interest in the Collateral. Thereafter, upon the Company's receipt by wire transfer of immediately available funds the purchase price for the Note and Warrants, the Company will deliver the signed Agreement, Note and Warrants to the account or accounts designated by Purchaser. (d) The Purchasers acknowledge that the Holder in writing prior to Notes and the Closing, Warrants constitute an investment unit" within the First Payment; and b. meaning of Section 1273(c)(2) of the Holder shall deliver to Code and that the Company or its transfer agent for will allocate the Series B Preferred Stock "issue price" (within the Securities, free and clear meaning of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”Section 1273(b) (other than Encumbrances created by or resulting from actions of the Company or any Code) of its subsidiaries such investment unit, for all Income Tax purposes, between the Notes and those arising solely under Warrants as follows: (i) the Securities Act of 1933, as amended, and the rules and regulations price at which each of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment Warrants were sold by the Company is $0.06 per Warrant and (ii) the price at which each $1 in principal of the First Payment. c. Upon consummation Notes were sold is $1 less the multiple of $0.06 and the number of Shares set forth on Exhibit A for each Purchaser. Each Purchaser agrees to abide by 3 Treasury Regulation Section 1. 1273-2(h)(2) with respect to such allocation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holderissue price.

The Closing. The closing consummation of the Repurchase transaction contemplated by this Agreement (the “Closing”) shall take place on the date hereof or at such time and place as the through an escrow with Chicago Title & Trust Company and Holder mutually agree (the “Closing DateEscrow Agent”)) contemporaneously herewith. Unless waived by the party entitled to the benefit thereof, the obligations of either party to close under this Agreement shall be subject to the performance by the other party of all of the material covenants, agreements and obligations required to be performed by such party under this Agreement on or before the Closing. At the Closing, the following shall occur: a. (a) Seller shall deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (collectively, the Company “Deed”) in substantially the form attached hereto as Exhibit C. (b) Seller and Purchaser shall execute and deliver a ▇▇▇▇ of Sale, Assignment and Assumption of Contracts (“▇▇▇▇ of Sale”) in the form of Exhibit E hereto, conveying to Purchaser the Personal Property, Service Contracts, Warranties and Intangibles. (c) Purchaser shall pay the Purchase Price as provided in Section 2 hereof, and the parties shall execute settlement statements reflecting the Purchase Price and the prorations, adjustments and closing costs described in Section 6 hereof. (d) Seller and Purchaser shall enter into an Assignment and Assumption of Leases in substantially the form attached hereto as Exhibit D, whereby Seller shall deliver as provided in this Agreement and assign to Purchaser the landlord’s interest in the (i) Leases and (ii) any and all deposits under the Leases and not previously applied and whereby Purchaser shall assume all of the obligations of the landlord under the Leases arising from and after the Closing, including any obligation to account for the security deposits assigned to Purchaser. (e) Seller shall deliver to Purchaser originals (or to the extent originals are not in Seller’s possession, copies) of the Leases, Service Contracts, Warranties, Permits, plans and specifications of the Improvements, tenant files and certificates of occupancy (if applicable) relating to the Property within Seller’s possession. (f) The parties shall execute a blank form written notice addressed to tenants under the Leases notifying such tenants of the acquisition of the Property by Purchaser, which shall be delivered to Purchaser at Closing. (g) Pursuant to the terms and conditions of this Agreement, possession of the Property shall be delivered to Purchaser at Closing. (h) Seller shall deliver to Purchaser all keys to all locks on the Property within Seller’s possession (or the possession of its agents). (i) Seller shall deliver to Purchaser a “non-foreign affidavit” acknowledging that Seller is not a nonresident alien within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (j) Seller and Purchaser shall each execute and deliver to the other party such disclosures as may be required by applicable law. (k) Seller shall deliver, or cause to be paid delivered, to Purchaser (or shall provide evidence that the Title Company is unconditionally prepared to issue to Purchaser) a TLTA Form B Owner’s Policy of Title Insurance (the “Title Policy”) with respect to the HolderProperty, by wire transfer together with those endorsements set forth in Section 6(l) of immediately available funds this Agreement, and insuring any appurtenant easements in the amount of the Purchase Price, insuring Purchaser’s fee simple title to the account or accounts designated by the Holder in writing prior Property to be good and indefeasible subject to the Closing, terms of such Title Policy and the First Payment; andexceptions specified therein. b. the Holder (l) Each party shall deliver to the other party such documentary and other evidence as may be reasonably required by the Title Company including, without limitation, such documents evidencing its existence and/or good standing and the authority of the person or persons who are executing the various documents on its transfer agent for behalf in connection with this Agreement, and a certificate confirming such party’s representations and warranties and, in the Series B Preferred Stock the Securitiescase of Seller, free and clear Seller will execute customary affidavits of all debts, liens, encumbrancesand possession required by the Title Company, security interestsincluding, optionsincluding, preferenceswithout limitation, priorities claimsthose required to limit any exception for “parties in possession” to the rights of tenants, charges as tenants only, under the Leases delivered to Purchaser in accordance with Section 3. (m) The Purchaser and restrictions of any kind NewQuest Properties shall execute and deliver to the other party a Leasing Agreement in form and substance reasonably acceptable to Purchaser and NewQuest Properties. (“Encumbrances”n) (Each party shall execute and deliver to the other than Encumbrances created party such agreements as may be reasonably required as contemplated by or resulting from actions Paragraph 17 of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933LOI, as amendedincluding, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if extent applicable, its transfer agent, any required REA or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First PaymentSign Agreement contemplated therein. c. Upon consummation of the Repurchase, the Company will, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.

The Closing. (a) The closing of the Repurchase (the “Closing”) of the purchase and sale of the Shares and the surrender and exchange of BFH Options for Rights shall take place at the offices of the Company on any business day selected by the date hereof Company following the Effective Time (as defined in the Merger Agreement), as more fully described in the Memorandum, or at such other time and place as the Company and Holder mutually parties may agree (the “Closing Date”). At the Closing: a. ; provided, however, that the Company shall pay or cause have the right to be paid terminate this Agreement at any time prior to the Holder, by wire transfer of immediately available funds to Closing. If the account or accounts designated by the Holder in writing Company terminates this Agreement prior to the Closing, the First Payment; andCompany shall promptly notify the Purchaser and shall return to the Purchaser any funds tendered as payment of the Share Purchase Price without interest. b. (b) At the Holder Closing (if the Purchaser is purchasing Shares), the Company and the Purchaser shall execute and deliver, if applicable, the Securities Pledge Agreement, and the Company shall deliver certificates representing the number of Shares set forth in Section 2.1 (a) hereof to the Purchaser (or the Company shall retain or otherwise deliver such certificates in accordance with the terms of the Securities Pledge Agreement), and the Purchaser shall deliver to the Company a certified or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable bank cashier’s check payable to the Company in the amount of the Share Purchase Price and, if applicable, its transfer agentthe Note. (c) At the Closing (if the Purchaser is surrendering and exchanging BFH Options for Rights), or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment upon acceptance by the Company of the First Payment. c. Upon consummation of the RepurchasePurchaser’s Offer, the Company will, or will instruct its transfer agent, shall deliver to cancel the Securities, Trust that number of shares of Common Stock equal to the Aggregate Spread as determined in accordance with the Offer to Surrender and thereafter the Securities Purchaser shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed deliver to be conferred the Company the BFH Options as set forth in this Repurchase Agreement shall survive the dissolution Offer to Surrender (previously delivered to the Company) in satisfaction of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the HolderRights Consideration.

The Closing. The closing of the Repurchase (the “"Closing”") shall take place on simultaneously with the date hereof or execution and delivery of this Agreement at the offices of O'Sullivan LLP, 30 Rockefeller Plaza, New York, New York 10112. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ and pay for the Convertible Debentures to be purchased hereunder at the Closing is subject to the delivery by the Issuer of the following items (unless waived by such time Purchaser): the Convertible Debentures, which Convertible Debentures shall have been duly authorized, executed and place as delivered by the Issuer and shall be in full force and effect and enforceable against the Issuer in accordance with their terms; evidence satisfactory to the Purchasers that the Company and Holder mutually agree (has reserved the “Closing Date”). At the Closing: a. the Company shall pay or cause to be paid to the Holder, by wire transfer of immediately available funds to the account or accounts designated by the Holder in writing prior to the Closing, the First Payment; and b. the Holder shall deliver to the Company or its transfer agent Convertible Debenture Shares for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions issuance upon conversion of the Company or any Convertible Debentures; the favorable opinion of its subsidiaries and those arising solely under the Securities Act of 1933Bingham Dana LLP, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable counsel to the Company, against payment addressed to th▇ ▇▇▇▇▇▇▇▇▇▇, dated as of the Closing, in substantially the form attached hereto as Exhibit C; the Fourth Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit D (the "Fourth Amended and Restated Registration Rights Agreement"), which Fourth Amended and Restated Registration Rights Agreement shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms; the Security Agreement in substantially the form attached hereto as Exhibit E (the "Security Agreement"), which Security Agreement shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms; the Subordination Agreement in substantially the form attached hereto as Exhibit F (the "Subordination Agreement"), which Security Agreement shall have been duly authorized, executed and delivered by SVB and shall be in full force and effect and enforceable against SVB in accordance with its terms; all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation, the (A) consent of SVB and the confirmation of SVB that the Company shall be able to borrow additional funds pursuant to the terms of the First Payment. c. Upon consummation SVB Facility (which consent and confirmation shall be contained in the Subordination Agreement) and (B) consent and authorization of the Repurchase, NASD; evidence reasonably satisfactory to the Purchasers that the Company willhas made arrangements to provide notice to the Company's shareholders pursuant to NASD Rule 4350(i)(2); receipt of revised cash flow budget through December 31, or will instruct its transfer agent2001, acceptable to cancel the Securities, and thereafter Purchasers; evidence satisfactory to the Securities shall be null and void, Purchasers of the filings of all UCC-1 Financing Statements and any other required security interest filings, which Financing Statements and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred other filings provide the Purchasers with a perfected security interest in this Repurchase Agreement shall survive the dissolution of Collateral (as defined in the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.Security Agreement);

The Closing. (a) The closing consummation of the Repurchase transactions described in Articles II, III and IV (the “Closing”) shall take place on at the date offices of McGuireWoods LLP, ▇▇▇ ▇. ▇▇▇▇ Street, Richmond, Virginia at 10:00 A.M., local time, two (2) Business Days after the day upon which all the conditions set forth in Article IX hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, provided, that the occurrence of the Closing is subject to the satisfaction or waiver of those conditions), or at such other time and place as Buyer and Sellers’ Agent acting on behalf of Sellers may agree in writing. The date on which the Company and Holder mutually agree (Closing occurs is called the “Closing Date” and to the extent consistent with applicable Law, the Closing shall be deemed to have occurred effective upon the later of the First Merger Effective Time or the Second Merger Effective Time on the day of the Closing Date (the “Effective Time”). . (b) At the Closing: a. the Company , Sellers shall pay deliver or cause to be paid delivered to Buyer, the following instruments and documents, in form and substance reasonably satisfactory to Buyer: (i) certificates of good standing, existence or similar documents as of a recent date with respect to each Company, in each case issued by the appropriate Governmental Entity in each Company’s jurisdiction of formation; (ii) certificates evidencing the certificated LLC Interests, if such LLC Interests are certificated, duly endorsed in blank; (iii) instruments of assignment duly executed by the relevant Seller in form and substance reasonably acceptable to Buyer effecting the transfer of the uncertificated LLC Interests to Buyer; (iv) a receipt from Sellers for the Closing Cash Delivery Amount; (v) the certificates required by Section 9.2(a) and (b); (vi) the written resignations of all Directors and officers, as applicable, of each Company, effective as of the Closing Date; (vii) each Seller’s certificate complying with section 1445 of the Code and Treasury Regulations thereunder, duly executed and acknowledged, certifying that such Seller is not a foreign person; (viii) a duly completed and executed Form W-9 from each of the Sellers; (ix) the Ancillary Agreements duly executed by each or any Seller or Seller Affiliate that is party thereto; (x) without limiting the generality of Sellers’ representations and warranties herein, a certificate from Westwood Tall Oaks, CRC and PRRC, as applicable, dated as of the Closing Date, setting forth resolutions or written consents duly adopted by each of: (A) the shareholders of CRC and PPRC, (B) the Board of Directors or other competent management body of each Company, and (C) the members and sole manager of Westwood Tall Oaks, authorizing the execution and delivery of this Agreement, the Ancillary Agreements and the Articles of Merger (which include the Plans of Merger), as applicable, and the consummation of the transactions contemplated thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (xi) the Old CRC Certificates, together with stock powers, executed in blank (or such affidavit required by Section 3.11); (xii) the Old PRRC Certificates, together with stock powers, executed in blank (or such affidavit required by Section 4.11); and (xiii) such other certificates, instruments of conveyance and documents as may reasonably be requested by Buyer, A.T. ▇▇▇▇▇▇ Sub, Buyer’s Sub 1 or Buyer’s Sub 2 prior to the HolderClosing Date to consummate the transactions contemplated by this Agreement. (c) At the Closing, Buyer shall deliver or cause to be delivered to Sellers, the following instruments and documents, in form and substance reasonably satisfactory to Sellers’ Agent: (i) the Closing Cash Delivery Amount by wire transfer of immediately available funds funds, to be allocated among Sellers in accordance with the account or accounts designated Sellers’ LLC Percentage Ownership; (ii) the LLC Buyer Share Consideration in the form of the LLC Buyer Shares Certificates (plus any additional cash payment that may be required pursuant to Section 5.2), to be allocated among Sellers in accordance with the Sellers’ LLC Percentage Ownership; (iii) a receipt from Buyer for the LLC Interests; (iv) the certificates required by Section 9.3(a) and (b); (v) the Holder in writing prior to the ClosingAncillary Agreements, duly executed by Buyer, if a party thereto; (vi) the First Payment; and b. Merger Consideration in the Holder shall deliver to the Company or its transfer agent for the Series B Preferred Stock the Securities, free and clear of all liens, encumbrances, security interests, options, preferences, priorities claims, charges and restrictions of any kind (“Encumbrances”) (other than Encumbrances created by or resulting from actions of the Company or any of its subsidiaries and those arising solely under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission ( the “SEC”) promulgated thereunder, or under similar state securities laws (“Permitted Encumbrances”)), duly endorsed or accompanied by an assignment duly endorsed in a form acceptable to the Company and, if applicable, its transfer agent, or by means of the book-entry transfer procedures of the Company, or by means of transfer acceptable to the Company, against payment by the Company of the First Payment.Merger New Buyer Certificates plus any additional cash payment that may be required pursuant to Section 5.2 hereof; c. Upon consummation (vii) the Second Merger Consideration in the form of the RepurchaseSecond Merger New Buyer Certificates plus any additional cash payment that may be required pursuant to Section 5.2 hereof; (viii) certificates of good standing, the Company willexistence or similar documents as of a recent date with respect to Buyer, or will instruct its transfer agent, to cancel the Securities, and thereafter the Securities shall be null and void, and any and all rights arising thereunder shall be extinguished. All authority herein conferred or agreed to be conferred in this Repurchase Agreement shall survive the dissolution of the Holder and any representation, warranty, undertaking and obligation of the Holder hereunder shall be binding upon the trustees in bankruptcy, legal representatives, successors and assigns of the Holder.A.T.