USA PATRIOT Act means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 , as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

USA PATRIOT Act means United States Public Law 107-56 , Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism ( USA PATRIOT ACT ) Act of 2001 , as amended from time to time , and the rules and regulations promulgated thereunder from time to time in effect .


surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holders attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holders unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Issuer will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note. The Issuer shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. Any Transferee , by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations and disclosures under paragraph 9B.

surrendered for registration of transfer or exchange shall be duly endorsed , or be accompanied by a written instrument of transfer duly executed , by the holder of such Note or such holders attorney duly authorized in writing . Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred , so that neither gain nor loss of interest shall result from any such transfer or exchange . Upon receipt of written notice from the holder of any Note of the loss , theft , destruction or mutilation of such Note and , in the case of any such loss , theft or destruction , upon receipt of such holders unsecured indemnity agreement , or in the case of any such mutilation upon surrender and cancellation of such Note , the Issuer will make and deliver a new Note , of like tenor , in lieu of the lost , stolen , destroyed or mutilated Note . The Issuer shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor , a complete and correct copy of the names and addresses of all registered holders of Notes . Any Transferee , by its acceptance of a Note registered in its name ( or the name of its nominee ) , shall be deemed to have made the representations and disclosures under paragraph 9B .


11N. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK IN ACCORDANCE WITH THE PROVISIONS OF 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

11N . Governing Law . THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH , AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY , THE LAW OF THE STATE OF NEW YORK IN ACCORDANCE WITH THE PROVISIONS OF 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW .


| | | | | | | | | | ---|---|---|---|---|---|---|---|---|---|--- | | | | | | NewMarket 3.78% Notes Denominations | | |


| | | | | | | | | | ---|---|---|---|---|---|---|---|---|---|--- | | | | | | | | NewMarket 3.78% Notes Denominations | | |


| | | | | | | | Attention: JoAnn Bryan - Investment Accounting | | | | | | Fax: (260) 455-2622 | | | | * * *

| | | | | | | | Attention : JoAnn Bryan - Investment Accounting | | | | | | Fax : ( 260 ) 455-2622 | | | | * * *


| | | | | | ---|---|---|---|---|---|--- Ethyl Corporation | | Virginia | | 100% directly | | Ethyl Export Corporation | | Virginia | | 100%indirectly | | Ethyl Interamerica Corporation | | Delaware | | 100% indirectly | | Ethyl Ventures, Inc. | | Virginia | | 100% indirectly | | Foundry Park I, LLC | | Virginia | | 100% indirectly | | Foundry Park II, LLC | | Virginia | | 100% indirectly | | Gambles Hill, LLC | | Virginia | | 100% indirectly | | Gambles Hill Lab, LLC | | Virginia | | 100% indirectly | | Gambles Hill Landing, LLC | | Virginia | | 100% indirectly | | Gambles Hill Third Street, LLC | | Virginia | | 100% indirectly | | Gambles Hill Tredegar, LLC | | Virginia | | 100% indirectly | | Interamerica Terminals Corporation | | Virginia | | 100% indirectly | | Lewistown Road, LLC | | Virginia | | 100% indirectly | | Libby G Corporation | | Liberia | | 100% indirectly | | NewMarket Development Corporation | | Virginia | | 100% directly | | NewMarket Investment Company | | Virginia | | 100% directly | | NewMarket Services Corporation | | Virginia | | 100% directly | | Old Town LLC | | Virginia | | 100% indirectly | | Polartech Additives China Holding GmbH | | Switzerland | | 100% indirectly | | Polartech Ltd. | | UnitedKingdom | | 100% indirectly | | Servicios Afton de Mexico, S.A. de C.V. | | Mexico | | 100% indirectly | | The Edwin Cooper Corporation | | Virginia | | 100% indirectly | | * * *

| | | | | | - - - | - - - | - - - | - - - | - - - | - - - | - - - Ethyl Corporation | | Virginia | | 100 % directly | | Ethyl Export Corporation | | Virginia | | 100 % indirectly | | Ethyl Interamerica Corporation | | Delaware | | 100 % indirectly | | Ethyl Ventures , Inc . | | Virginia | | 100 % indirectly | | Foundry Park I , LLC | | Virginia | | 100 % indirectly | | Foundry Park II , LLC | | Virginia | | 100 % indirectly | | Gambles Hill , LLC | | Virginia | | 100 % indirectly | | Gambles Hill Lab , LLC | | Virginia | | 100 % indirectly | | Gambles Hill Landing , LLC | | Virginia | | 100 % indirectly | | Gambles Hill Third Street , LLC | | Virginia | | 100 % indirectly | | Gambles Hill Tredegar , LLC | | Virginia | | 100 % indirectly | | Interamerica Terminals Corporation | | Virginia | | 100 % indirectly | | Lewistown Road , LLC | | Virginia | | 100 % indirectly | | Libby G Corporation | | Liberia | | 100 % indirectly | | NewMarket Development Corporation | | Virginia | | 100 % directly | | NewMarket Investment Company | | Virginia | | 100 % directly | | NewMarket Services Corporation | | Virginia | | 100 % directly | | Old Town LLC | | Virginia | | 100 % indirectly | | Polartech Additives China Holding GmbH | | Switzerland | | 100 % indirectly | | Polartech Ltd . | | UnitedKingdom | | 100 % indirectly | | Servicios Afton de Mexico , S . A . de C . V . | | Mexico | | 100 % indirectly | | The Edwin Cooper Corporation | | Virginia | | 100 % indirectly | | * * *


PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $[] on each of (i)January4, 2025, (ii)January4, 2026, (iii)January4, 2027, (iv)January4, 2028 and (v) January4, 2029 .

PRINCIPAL PREPAYMENT DATES AND AMOUNTS : $ [ ] on each of ( i ) January4 , 2025 , ( ii ) January4 , 2026 , ( iii ) January4 , 2027 , ( iv ) January4 , 2028 and ( v ) January4 , 2029 .


As contemplated by paragraph 2 of the Note Purchase Agreement, dated as of J anuary4, 2017 , between us, the undersigned hereby instructs you to deliver, on the Closing Day, the proceeds of all Notes in the manner required by paragraph 2 to the undersigneds account identified below:

As contemplated by paragraph 2 of the Note Purchase Agreement , dated as of J anuary4 , 2017 , between us , the undersigned hereby instructs you to deliver , on the Closing Day , the proceeds of all Notes in the manner required by paragraph 2 to the undersigneds account identified below :


MGT CAPITAL INVESTMENTS, INC.


This Demonsaw LLC Membership Interest Purchase Agreement (Agreement) is entered into on March 3, 2017 , between Future Tense Secure Systems Inc. , a Colorado corporation (Future Tense or the Seller), with the primary office of _6845 Hwy. 90E, Suite 105-251, Daphne, Al 36526 , and MGT Capital Investments, Inc. , a Delaware corporation (MGT or the Buyer), with an address of 512 S. Mangum Street, Suite 408, Durham, NC 27701.

This Demonsaw LLC Membership Interest Purchase Agreement ( Agreement ) is entered into on March 3 , 2017 , between Future Tense Secure Systems Inc . , a Colorado corporation ( Future Tense or the Seller ) , with the primary office of _6845 Hwy . 90E , Suite 105-251 , Daphne , Al 36526 , and MGT Capital Investments , Inc . , a Delaware corporation ( MGT or the Buyer ) , with an address of 512 S . Mangum Street , Suite 408 , Durham , NC 27701 .


WHEREAS, Seller currently owns 46% of the membership interests (the LLC Interests) in Demonsaw, LLC, a Delaware limited liability company (Demonsaw or the Company).

WHEREAS , Seller currently owns 46 % of the membership interests ( the LLC Interests ) in Demonsaw , LLC , a Delaware limited liability company ( Demonsaw or the Company ) .


WHEREAS, the Company is managed by its manager, Eric J. Anderson, an individual with address at 5 Robin Hood Road, Windham, NH 03087.

WHEREAS , the Company is managed by its manager , Eric J . Anderson , an individual with address at 5 Robin Hood Road , Windham , NH 03087 .


Future Tense Secure Systems Inc.


A.Assignor is the holder of forty-six percent ( 46% ) of the membership interest (the Membership Interest) in Demonsaw, LLC, a Delaware limited liability company (Demonsaw or the Company).

A . Assignor is the holder of forty-six percent ( 46 % ) of the membership interest ( the Membership Interest ) in Demonsaw , LLC , a Delaware limited liability company ( Demonsaw or the Company ) .


5\. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs, legal representatives, successors and assigns.

5 \ . Successors and Assigns . This Assignment shall be binding upon and inure to the benefit of each of the parties hereto and their respective heirs , legal representatives , successors and assigns .


Future Tense Secured Systems, Inc. 46 %

Future Tense Secured Systems , Inc . 46 %


PENNYMAC LOAN SERVICES, LLC ,


Dated as of February 16, 2017


WHEREAS, (i) pursuant to the Series 2016-MSRVF1 Indenture Supplement, with respect to the Series 2016-MSRVF1 Note, any Action provided by the Base Indenture or the Series 2016-MSRVF1 Indenture Supplement to be given or taken by a Noteholder shall be taken by CSCIB, as the buyer of the Series 2016-MSRVF1 Note under the MSRVF1 Repurchase Agreement and (ii) pursuant to the terms of the Note Purchase Agreement, dated as of December 19, 2016, by and among the Issuer, CSFB, as the Administrative Agent and CSCIB, as purchaser, CSCIB is the purchaser and sole noteholder of the Series 2016-MBSADV1 Note, and therefore CSCIB is 100% of the VFN Noteholders of the Outstanding Notes;

WHEREAS , ( i ) pursuant to the Series 2016-MSRVF1 Indenture Supplement , with respect to the Series 2016-MSRVF1 Note , any Action provided by the Base Indenture or the Series 2016-MSRVF1 Indenture Supplement to be given or taken by a Noteholder shall be taken by CSCIB , as the buyer of the Series 2016-MSRVF1 Note under the MSRVF1 Repurchase Agreement and ( ii ) pursuant to the terms of the Note Purchase Agreement , dated as of December 19 , 2016 , by and among the Issuer , CSFB , as the Administrative Agent and CSCIB , as purchaser , CSCIB is the purchaser and sole noteholder of the Series 2016-MBSADV1 Note , and therefore CSCIB is 100 % of the VFN Noteholders of the Outstanding Notes ;


To the extent there are conflicting directions between 100% of the VFN Noteholders and the Majority Noteholders, the Indenture Trustee will take its direction from 100% of the VFN Noteholders.

To the extent there are conflicting directions between 100 % of the VFN Noteholders and the Majority Noteholders , the Indenture Trustee will take its direction from 100 % of the VFN Noteholders .


PNMAC GMSR ISSUER TRUST , as Buyer


EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT


MEMBERSHIP INTEREST PURCHASE AGREEMENT


This Agreement (the "Agreement") made as of the 13th day of January, 2017 , by and between Tidewater Mortgage Services, Inc. ("Seller") and The Old Point National Bank of Phoebus ("Buyer").

This Agreement ( the " Agreement " ) made as of the 13th day of January , 2017 , by and between Tidewater Mortgage Services , Inc . ( " Seller " ) and The Old Point National Bank of Phoebus ( " Buyer " ) .


2. Closing. The closing ("Closing") is to take place on or before May 1, 2017 ("Closing Date") at a location to be agreed upon by the parties.

2 . Closing . The closing ( " Closing " ) is to take place on or before May 1 , 2017 ( " Closing Date " ) at a location to be agreed upon by the parties .


The Old Point National Bank of Phoebus 1 West Mellen Street


/s/ Robert F. Shuford, Jr. Hampton, VA 23663

/ s / Robert F . Shuford , Jr . Hampton , VA 23663


This Securities Purchase Agreement (this Agreement) is dated as of December 30, 2016 , between Digital Ally, Inc. , a Nevada corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

This Securities Purchase Agreement ( this Agreement ) is dated as of December 30 , 2016 , between Digital Ally , Inc . , a Nevada corporation ( the Company ) , and each purchaser identified on the signature pages hereto ( each , including its successors and assigns , a Purchaser and collectively , the Purchasers ) .


Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.< br/>

Affiliate means any Person that , directly or indirectly through one or more intermediaries , controls or is controlled by or is under common control with a Person , as such terms are used in and construed under Rule 405 under the Securities Act . & lt ; br / & gt ;


Company Counsel means Christian J. Hoffmann, III with offices located at 9705 Loiret Blvd., Lenexa, KS 66219.

Company Counsel means Christian J . Hoffmann , III with offices located at 9705 Loiret Blvd . , Lenexa , KS 66219 .


Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act ( but shall not be deemed to include locating, reserving and/or borrowing shares of Common Stock).

Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the Exchange Act ( but shall not be deemed to include locating , reserving and / or borrowing shares of Common Stock ) .


(n) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (Material Permits), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

( n ) Regulatory Permits . The Company and the Subsidiaries possess all certificates , authorizations and permits issued by the appropriate federal , state , local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports , except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ( Material Permits ) , and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit .


(v) Investment Company. The Company is not, and is not an Affiliate of or an entity controlled by, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of or an entity controlled by, an investment company within the meaning of the Investment Company Act of 1940 , as amended. The Company shall conduct its business in a manner so that it will not become an investment company subject to registration under the Investment Company Act of 1940 , as amended.

( v ) Investment Company . The Company is not , and is not an Affiliate of or an entity controlled by , and immediately after receipt of payment for the Securities , will not be or be an Affiliate of or an entity controlled by , an investment company within the meaning of the Investment Company Act of 1940 , as amended . The Company shall conduct its business in a manner so that it will not become an investment company subject to registration under the Investment Company Act of 1940 , as amended .


(mm) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Companys knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC).

( mm ) Office of Foreign Assets Control . Neither the Company nor any Subsidiary nor , to the Companys knowledge , any director , officer , agent , employee or affiliate of the Company or any Subsidiary is currently subject to any U . S . sanctions administered by the Office of Foreign Assets Control of the U . S . Treasury Department ( OFAC ) .


[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ( THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

[ NEITHER ] THIS SECURITY [ NOR THE SECURITIES INTO WHICH THIS SECURITY IS [ EXERCISABLE ] [ CONVERTIBLE ] ] HAS [ NOT ] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 , AS AMENDED ( THE SECURITIES ACT ) , AND , ACCORDINGLY , MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM , OR IN A TRANSACTION NOT SUBJECT TO , THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS . THIS SECURITY [ AND THE SECURITIES ISSUABLE UPON [ EXERCISE ] [ CONVERSION ] OF THIS SECURITY ] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501 ( a ) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES .


4.15 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Companys securities during the period commencing with the execution of this Agreement and ending at the earlier to occur of (i) such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Form 8-K as described in Section 4.6 and (ii) the Cleansing Deadline (such earlier time, the Restriction Termination Date). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until the Restriction Termination Date, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after Restriction Termination Date , (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after Restriction Termination Date and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the Restriction Termination Date. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchasers assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchasers assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

4 . 15 Certain Transactions and Confidentiality . Each Purchaser , severally and not jointly with the other Purchasers , covenants that neither it , nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales , including Short Sales , of any of the Companys securities during the period commencing with the execution of this Agreement and ending at the earlier to occur of ( i ) such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the Form 8-K as described in Section 4 . 6 and ( ii ) the Cleansing Deadline ( such earlier time , the Restriction Termination Date ) . Each Purchaser , severally and not jointly with the other Purchasers , covenants that until the Restriction Termination Date , such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules . Notwithstanding the foregoing , and notwithstanding anything contained in this Agreement to the contrary , the Company expressly acknowledges and agrees that ( i ) no Purchaser makes any representation , warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after Restriction Termination Date , ( ii ) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after Restriction Termination Date and ( iii ) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the Restriction Termination Date . Notwithstanding the foregoing , in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchasers assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchasers assets , the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement .


5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchasers obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December 30, 2016 ; provided, however, that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

5 . 1 Termination . This Agreement may be terminated by any Purchaser , as to such Purchasers obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers , by written notice to the other parties , if the Closing has not been consummated on or before December 30 , 2016 ; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party ( or parties ) .


5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York , without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5 . 9 Governing Law . All questions concerning the construction , validity , enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York , without regard to the principles of conflicts of law thereof . Each party agrees that all legal Proceedings concerning the interpretations , enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents ( whether brought against a party hereto or its respective affiliates , directors , officers , shareholders , partners , members , employees or agents ) shall be commenced exclusively in the state and federal courts sitting in the City of New York . Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York , Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein ( including with respect to the enforcement of any of the Transaction Documents ) , and hereby irrevocably waives , and agrees not to assert in any Action or Proceeding , any claim that it is not personally subject to the jurisdiction of any such court , that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding . Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery ( with evidence of delivery ) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law . If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents , then , in addition to the obligations of the Company under Section 4 . 10 , the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys fees and other costs and expenses incurred with the investigation , preparation and prosecution of such Action or Proceeding .


5.19 Liquidated Damages. The Companys obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

5 . 19 Liquidated Damages . The Companys obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled .


5.22 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

5 . 22 WAIVER OF JURY TRIAL . IN ANY ACTION , SUIT , OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY , THE PARTIES EACH KNOWINGLY AND INTENTIONALLY , TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW , HEREBY ABSOLUTELY , UNCONDITIONALLY , IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY .


Purchase Price, etc. ---|--- The aggregate purchase price for the Purchased Assets plus the assumption of the Assumed Liabilities shall be Ten Million Dollars ( $10,000,000 ) ("Closing Consideration"), as adjusted pursuant to Section 2.7 (the "Purchase Price"), payable as follows:

Purchase Price , etc . - - - | - - - The aggregate purchase price for the Purchased Assets plus the assumption of the Assumed Liabilities shall be Ten Million Dollars ( $ 10 , 000 , 000 ) ( " Closing Consideration " ) , as adjusted pursuant to Section 2 . 7 ( the " Purchase Price " ) , payable as follows :


(d) Accounting Matters. The Financial Statements were prepared from, and are consistent with, the Seller Books and Records. The Seller Books and Records accurately and completely reflect the activities of Seller in reasonable detail. Seller has maintained a standard system of accounting, and has had in place internal controls that are adequate and appropriate for Seller.

( d ) Accounting Matters . The Financial Statements were prepared from , and are consistent with , the Seller Books and Records . The Seller Books and Records accurately and completely reflect the activities of Seller in reasonable detail . Seller has maintained a standard system of accounting , and has had in place internal controls that are adequate and appropriate for Seller .


(e) Hausmann Trademark. Since January 1 , 2012, to the Knowledge of Seller, no Person has used the "HAUSMANN" Trademark for any business-related or commercial purpose except on set forth on Schedule 4.11(e).

( e ) Hausmann Trademark . Since January 1 , 2012 , to the Knowledge of Seller , no Person has used the " HAUSMANN " Trademark for any business-related or commercial purpose except on set forth on Schedule 4 . 11 ( e ) .


(j) Environmental Matters. Notwithstanding Sections 4.7 and 4.8 of this Agreement, the representations regarding Environmental Laws, Environmental Orders, Environmental Permits and Environmental Proceedings contained in this Section 4.18 are the only representations made by Seller in this Agreement with regard to such Laws, Orders, Permits and Proceedings.

( j ) Environmental Matters . Notwithstanding Sections 4 . 7 and 4 . 8 of this Agreement , the representations regarding Environmental Laws , Environmental Orders , Environmental Permits and Environmental Proceedings contained in this Section 4 . 18 are the only representations made by Seller in this Agreement with regard to such Laws , Orders , Permits and Proceedings .


(c) Execution, Delivery and Enforceability. Buyer has duly executed and delivered this Agreement and each Signing Date Transaction Agreement to which it is a party, and on the Closing Date will have duly executed and delivered each Closing Date Transaction Agreement to which it is a party, and each of this Agreement and each such Signing Date Transaction Agreement is, and each such Closing Date Transaction Agreement will be, when so executed and delivered, a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, or similar Laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in law or at equity).

( c ) Execution , Delivery and Enforceability . Buyer has duly executed and delivered this Agreement and each Signing Date Transaction Agreement to which it is a party , and on the Closing Date will have duly executed and delivered each Closing Date Transaction Agreement to which it is a party , and each of this Agreement and each such Signing Date Transaction Agreement is , and each such Closing Date Transaction Agreement will be , when so executed and delivered , a valid and legally binding obligation of Buyer , enforceable against Buyer in accordance with its terms , except to the extent that enforceability may be limited by applicable bankruptcy , insolvency , or similar Laws affecting the enforcement of creditors ' rights generally and subject to general principles of equity ( regardless of whether such enforcement is considered in a proceeding in law or at equity ) .


Limited Trademark License ---|--- Buyer hereby conveys and grants to Seller a worldwide right, license and privilege to use the name " Hausmann Industries, Inc ." following the Closing Date for a period ending December 31, 2021 in connection with Seller's ownership of the Facility.

Limited Trademark License - - - | - - - Buyer hereby conveys and grants to Seller a worldwide right , license and privilege to use the name " Hausmann Industries , Inc . " following the Closing Date for a period ending December 31 , 2021 in connection with Seller ' s ownership of the Facility .


(g) COBRA. Buyer acknowledges that the Seller does not intend to continue its group health plan following the Closing. Accordingly, Buyer agrees that it shall be treated as a "successor employer" (as defined in Treas. Reg. 54.4980B-9, Q &A-8(c)(1)) to the Seller with respect to the Seller's obligations to provide and/or offer continued health coverage in accordance with Sections 601 et seq. of ERISA and Section 4980B of the Code (hereinafter referred to as "COBRA Coverage") to "M&A Qualified Beneficiaries" (as defined in Treas. Reg. 54.4980B-9, Q &A-4(a) and (b)) who have timely elected COBRA Coverage or are eligible to elect COBRA Coverage as a result of a "qualifying event" (as defined under Section 603 of ERISA) occurring on or prior to the Closing.("Specified COBRA Coverage Liabilities").

( g ) COBRA . Buyer acknowledges that the Seller does not intend to continue its group health plan following the Closing . Accordingly , Buyer agrees that it shall be treated as a " successor employer " ( as defined in Treas . Reg . 54 . 4980B-9 , Q & amp ; A-8 ( c ) ( 1 ) ) to the Seller with respect to the Seller ' s obligations to provide and / or offer continued health coverage in accordance with Sections 601 et seq . of ERISA and Section 4980B of the Code ( hereinafter referred to as " COBRA Coverage " ) to " M & amp ; A Qualified Beneficiaries " ( as defined in Treas . Reg . 54 . 4980B-9 , Q & amp ; A-4 ( a ) and ( b ) ) who have timely elected COBRA Coverage or are eligible to elect COBRA Coverage as a result of a " qualifying event " ( as defined under Section 603 of ERISA ) occurring on or prior to the Closing . ( " Specified COBRA Coverage Liabilities " ) .


Hausmann Industries, Inc .


GoodSmith Gregg & Unruh LLP 150 S. Wacker Drive, Suite 3150 Chicago, IL 60606 Attention: Marilee Unruh and Steven Wayland ---|---|---

GoodSmith Gregg & amp ; Unruh LLP 150 S . Wacker Drive , Suite 3150 Chicago , IL 60606 Attention : Marilee Unruh and Steven Wayland - - - | - - - | - - -


(d) Choice of Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed, governed and interpreted in accordance with the Laws of the State of Delaware , without regard to conflicts of laws principles. Each Party irrevocably and unconditionally: (i) agrees and consents, with respect to any dispute arising out of or relating to this Agreement, to be subject to the exclusive jurisdiction of the Chancery Court in the State of Delaware ; (ii) waives any objection to such venue and (iii) waives trial by jury in any Proceeding relating to this Agreement or the transactions contemplated hereby.

( d ) Choice of Law ; Jurisdiction ; Waiver of Jury Trial . This Agreement shall be construed , governed and interpreted in accordance with the Laws of the State of Delaware , without regard to conflicts of laws principles . Each Party irrevocably and unconditionally : ( i ) agrees and consents , with respect to any dispute arising out of or relating to this Agreement , to be subject to the exclusive jurisdiction of the Chancery Court in the State of Delaware ; ( ii ) waives any objection to such venue and ( iii ) waives trial by jury in any Proceeding relating to this Agreement or the transactions contemplated hereby .


The Purchaser has agreed to purchase an aggregate of 13,333,333 warrants (or up to 15,133,333 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the Private Placement Warrants), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.

The Purchaser has agreed to purchase an aggregate of 13 , 333 , 333 warrants ( or up to 15 , 133 , 333 warrants if the over-allotment option in connection with the Public Offering is exercised in full ) ( the Private Placement Warrants ) , each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $ 11 . 50 per Share .


aggregate purchase price of approximately $20,000,000 (the Purchase Price), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Companys wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchasers name to the Purchaser, or effect such delivery in book-entry form. On the date that is one business day prior to each date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an Over-allotment Closing Date, and each Over- allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 1,800,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $2,700,000 (if the over- allotment option in connection with the Public Offering is exercised in full) (the Over-allotment Purchase Price), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Companys wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchasers name to the Purchaser, or effect such delivery in book-entry form.

aggregate purchase price of approximately $ 20 , 000 , 000 ( the Purchase Price ) , which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Companys wiring instructions . On the Initial Closing Date , upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company , the Company , at its option , shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchasers name to the Purchaser , or effect such delivery in book-entry form . On the date that is one business day prior to each date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company ( each such date , an Over-allotment Closing Date , and each Over - allotment Closing Date ( if any ) and the Initial Closing Date being sometimes referred to herein as a Closing Date ) , the Company shall issue and sell to the Purchaser , and the Purchaser shall purchase from the Company , up to an aggregate of 1 , 800 , 000 Private Placement Warrants at a price of $ 1 . 50 per warrant for an aggregate purchase price of up to $ 2 , 700 , 000 ( if the over - allotment option in connection with the Public Offering is exercised in full ) ( the Over-allotment Purchase Price ) , which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Companys wiring instructions . On the Over-allotment Closing Date , upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company , the Company shall , at its option , deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchasers name to the Purchaser , or effect such delivery in book-entry form .


D. Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.

D . Warrant Agreement . The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser .


The indebtedness and securities evidenced hereby are subordinated in accordance with and subject to the terms of that certain Subordination Agreement (as amended, restated, supplemented or modified from time to time, the Subordination Agreement), dated as of January 25, 2017 , by and among Jackson Investment Group, LLC <sup> , a Georgia limited liability company, (Subordinated Lender), Staffing 360 Solutions, Inc. , a Nevada corporation (Parent), certain of the Parents subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, Senior Agent) for the Senior Lenders (as defined in the Subordination Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement.

The indebtedness and securities evidenced hereby are subordinated in accordance with and subject to the terms of that certain Subordination Agreement ( as amended , restated , supplemented or modified from time to time , the Subordination Agreement ) , dated as of January 25 , 2017 , by and among Jackson Investment Group , LLC < sup > , a Georgia limited liability company , ( Subordinated Lender ) , Staffing 360 Solutions , Inc . , a Nevada corporation ( Parent ) , certain of the Parents subsidiaries party thereto and MidCap Funding X Trust , in its capacity as agent ( together with its affiliates and their respective successors and assigns , Senior Agent ) for the Senior Lenders ( as defined in the Subordination Agreement ) , and each holder and transferee of this instrument or agreement , by its acceptance hereof , irrevocably agrees to be bound by the provisions of the Subordination Agreement .


NOTE AND WARRANT PURCHASE AGREEMENT


Dated as of January 25, 2017


FARO RECRUITMENT AMERICA, INC.,< br/>

FARO RECRUITMENT AMERICA , INC . , & lt ; br / & gt ;


Jackson Investment Group, LLC , as the Purchaser

Jackson Investment Group , LLC , as the Purchaser


WHEREAS, the Purchaser has agreed to make such subordinated debt investment on the terms and subject to the conditions set forth herein, such investment to be evidenced by a Subordinated Secured Note in the principal amount of Seven Million Four Hundred Thousand Dollars ( $7,400,000 ) issued by the Company in addition to the Warrant issued by the Company as more fully described below.

WHEREAS , the Purchaser has agreed to make such subordinated debt investment on the terms and subject to the conditions set forth herein , such investment to be evidenced by a Subordinated Secured Note in the principal amount of Seven Million Four Hundred Thousand Dollars ( $ 7 , 400 , 000 ) issued by the Company in addition to the Warrant issued by the Company as more fully described below .


Bankruptcy Code means The Bankruptcy Code of 1978, as amended and in effect from time to time ( 11 U.S.C. 101 et seq.). Section references to the Bankruptcy Code are to the Bankruptcy Code, as in effect at the date of this Agreement, and any subsequent provisions of the Bankruptcy Code, amendatory thereof, supplemental thereto or substituted therefor.

Bankruptcy Code means The Bankruptcy Code of 1978 , as amended and in effect from time to time ( 11 U . S . C . 101 et seq . ) . Section references to the Bankruptcy Code are to the Bankruptcy Code , as in effect at the date of this Agreement , and any subsequent provisions of the Bankruptcy Code , amendatory thereof , supplemental thereto or substituted therefor .


meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 .


ERISA shall mean the Employee Retirement Income Security Act of 1974 , as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

ERISA shall mean the Employee Retirement Income Security Act of 1974 , as amended from time to time , and the regulations promulgated and rulings issued thereunder . Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof , supplemental thereto or substituted therefor .


Purchaser means Jackson Investment Group, LLC , together with its successors and assigns and including, without limitation, any Transferee.

Purchaser means Jackson Investment Group , LLC , together with its successors and assigns and including , without limitation , any Transferee .


Securities Act shall mean the Securities Act of 1933 , as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

Securities Act shall mean the Securities Act of 1933 , as amended , or any similar successor federal statute and the rules and regulations thereunder , all as the same shall be in effect from time to time .


Section 2.1 Purchase and Sale of Subordinated Note and Warrant.The Company hereby agrees to sell to the Purchaser and, subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Company contained herein, Purchaser agrees to purchase from the Company the Subordinated Note and the Warrant for an aggregate total purchase price of Seven Million Four Hundred Thousand Dollars ( $7,400,000 ) (the Purchase Price), subject to the conditions as provided below in this Section and to the satisfaction, on or prior to February 8, 2017 (or such later date as the parties hereto may mutually agree in writing), of each of the conditions precedent set forth in Section 5.2, to be paid in a single advance of Seven Million Four Hundred Thousand Dollars ( $7,400,000 ) (the Advance) on the Closing Date, as provided in the immediately succeeding sentence.Upon satisfaction of all conditions to Closing set forth in Section 5.2 on or prior to February 8, 2017 (or such later date as the parties hereto may mutually agree in writing), at the Closing the Purchaser shall pay the Advance to the Company by wire transfer pursuant to the instructions of the Company as set forth in the Pay Proceeds Letter. The purchase price consideration attributable to the Warrant shall be deemed fully paid and satisfied upon the funding of the Advance on the Closing Date. For the avoidance of doubt, if the conditions precedent set forth in Section 5.2 are not satisfied (or waived in writing by Purchaser in its sole discretion) on or prior to February 8, 2017 (or such later date as the parties hereto may mutually agree in writing), then Purchaser shall be under no obligation to purchase the Subordinated Note and Warrant and pay the Purchase Price and, in such case, Purchaser shall return to the Company the Subordinated Note and Warrant, which shall not be considered issued and outstanding unless and until the Closing has occurred (as evidenced by payment of the Advance to the Company as provided above in this Section 2.1 on the Closing Date).

Section 2 . 1 Purchase and Sale of Subordinated Note and Warrant . The Company hereby agrees to sell to the Purchaser and , subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Company contained herein , Purchaser agrees to purchase from the Company the Subordinated Note and the Warrant for an aggregate total purchase price of Seven Million Four Hundred Thousand Dollars ( $ 7 , 400 , 000 ) ( the Purchase Price ) , subject to the conditions as provided below in this Section and to the satisfaction , on or prior to February 8 , 2017 ( or such later date as the parties hereto may mutually agree in writing ) , of each of the conditions precedent set forth in Section 5 . 2 , to be paid in a single advance of Seven Million Four Hundred Thousand Dollars ( $ 7 , 400 , 000 ) ( the Advance ) on the Closing Date , as provided in the immediately succeeding sentence . Upon satisfaction of all conditions to Closing set forth in Section 5 . 2 on or prior to February 8 , 2017 ( or such later date as the parties hereto may mutually agree in writing ) , at the Closing the Purchaser shall pay the Advance to the Company by wire transfer pursuant to the instructions of the Company as set forth in the Pay Proceeds Letter . The purchase price consideration attributable to the Warrant shall be deemed fully paid and satisfied upon the funding of the Advance on the Closing Date . For the avoidance of doubt , if the conditions precedent set forth in Section 5 . 2 are not satisfied ( or waived in writing by Purchaser in its sole discretion ) on or prior to February 8 , 2017 ( or such later date as the parties hereto may mutually agree in writing ) , then Purchaser shall be under no obligation to purchase the Subordinated Note and Warrant and pay the Purchase Price and , in such case , Purchaser shall return to the Company the Subordinated Note and Warrant , which shall not be considered issued and outstanding unless and until the Closing has occurred ( as evidenced by payment of the Advance to the Company as provided above in this Section 2 . 1 on the Closing Date ) .


Section 6.11 Regulated Entities.No Obligor is an investment company or a company controlled by an investment company or a subsidiary of an investment company, all within the meaning of the Investment Company Act of 1940 .

Section 6 . 11 Regulated Entities . No Obligor is an investment company or a company controlled by an investment company or a subsidiary of an investment company , all within the meaning of the Investment Company Act of 1940 .


(i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

( i ) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO , OR IN CONNECTION WITH , THE SALE OR DISTRIBUTION THEREOF . NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 .


(f) Accredited Investor.The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.< br/>

( f ) Accredited Investor . The Purchaser is an accredited investor as defined in Rule 501 ( a ) of Regulation D promulgated under the Securities Act . & lt ; br / & gt ;


(b) Upon receipt of an affidavit of an authorized representative of the Purchaser as to the loss, theft, destruction or mutilation of the Subordinated Note or any other Transaction Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Subordinated Note or other applicable Transaction Document, Obligors will issue, in lieu thereof, a replacement Subordinated Note or other applicable Transaction Document, dated the date of such lost, stolen, destroyed or mutilated Subordinated Note or other Transaction Document in the same principal amount thereof and otherwise of like tenor.

( b ) Upon receipt of an affidavit of an authorized representative of the Purchaser as to the loss , theft , destruction or mutilation of the Subordinated Note or any other Transaction Document which is not of public record , and , in the case of any such mutilation , upon surrender and cancellation of such Subordinated Note or other applicable Transaction Document , Obligors will issue , in lieu thereof , a replacement Subordinated Note or other applicable Transaction Document , dated the date of such lost , stolen , destroyed or mutilated Subordinated Note or other Transaction Document in the same principal amount thereof and otherwise of like tenor .


(a) Fixed Charge Coverage Ratio.Commencing with the Fiscal Month ending December 31, 2016 and until such time as all Obligations are paid, satisfied and discharged in full, the Obligors shall not, as of the end of any Fiscal Month, permit the Fixed Charge Coverage Ratio for the applicable Defined Period (as defined below) most recently ended on or prior to such date to be less than 1.0x. It is hereby agreed that the applicable measurement period (i) for the Fiscal Months ending December 2016, January 2017, February 2017, March 2017, April 2017 and May 2017, respectively, will be from the last day of the Fiscal Month ending in July 2016 through and including such Fiscal Month end date, and (ii) for each Fiscal Month ending on or after June 2017, will be the period of 12 consecutive Fiscal Months (T12M) ending on such Fiscal Month end date (each such measurement period herein referred to as a Defined Period).

( a ) Fixed Charge Coverage Ratio . Commencing with the Fiscal Month ending December 31 , 2016 and until such time as all Obligations are paid , satisfied and discharged in full , the Obligors shall not , as of the end of any Fiscal Month , permit the Fixed Charge Coverage Ratio for the applicable Defined Period ( as defined below ) most recently ended on or prior to such date to be less than 1 . 0x . It is hereby agreed that the applicable measurement period ( i ) for the Fiscal Months ending December 2016 , January 2017 , February 2017 , March 2017 , April 2017 and May 2017 , respectively , will be from the last day of the Fiscal Month ending in July 2016 through and including such Fiscal Month end date , and ( ii ) for each Fiscal Month ending on or after June 2017 , will be the period of 12 consecutive Fiscal Months ( T12M ) ending on such Fiscal Month end date ( each such measurement period herein referred to as a Defined Period ) .


(c) Total Leverage Ratio.Commencing December 31, 12016 and until such time as all Obligations are paid, satisfied and discharged in full, the Obligors will not, as of the end of any Fiscal Month, permit the Total Leverage Ratio, calculated on a trailing T12M basis, to be greater than 5.6 to 1.00.< br/>

( c ) Total Leverage Ratio . Commencing December 31 , 12016 and until such time as all Obligations are paid , satisfied and discharged in full , the Obligors will not , as of the end of any Fiscal Month , permit the Total Leverage Ratio , calculated on a trailing T12M basis , to be greater than 5 . 6 to 1 . 00 . & lt ; br / & gt ;


Total Net Debt means an amount equal to the total aggregate principal amount of Debt of the Company and its Subsidiaries for borrowed money, including, without limitation, the principal amount of Obligations hereunder, the principal amount of Debt under the Existing Senior Secured Debt Documents, Debt for borrowed money of the type described under clauses (m) through (p) of the definition of Permitted Debt, capitalized leases and the outstanding balance of the Subordinated Debt, net of any cash and cash equivalents that are (a) owned by any Obligor, and (b) not subject to any Lien other than a Lien in favor of the MidCap Senior Agent or

Total Net Debt means an amount equal to the total aggregate principal amount of Debt of the Company and its Subsidiaries for borrowed money , including , without limitation , the principal amount of Obligations hereunder , the principal amount of Debt under the Existing Senior Secured Debt Documents , Debt for borrowed money of the type described under clauses ( m ) through ( p ) of the definition of Permitted Debt , capitalized leases and the outstanding balance of the Subordinated Debt , net of any cash and cash equivalents that are ( a ) owned by any Obligor , and ( b ) not subject to any Lien other than a Lien in favor of the MidCap Senior Agent or


Telecopy No.: (619) 515-4146


Telephone Number: (404) 815-6444


Section 10.6 Governing Law.THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS SHALL (OTHER THAN THE MIDCAP INTERCREDITOR AGREEMENT) BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS).

Section 10 . 6 Governing Law . THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS SHALL ( OTHER THAN THE MIDCAP INTERCREDITOR AGREEMENT ) BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK ( WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS ) .


SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT ]


This SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of January 5, 2017 , by and between COATES INTERNATIONAL, LTD. , a Delaware corporation, with headquarters located at 2100 Highway 34, Wall Township , New Jersey <sup> 07719 (the Company), and POWER UP LENDING GROUP LTD. , a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the Buyer).

This SECURITIES PURCHASE AGREEMENT ( the Agreement ) , dated as of January 5 , 2017 , by and between COATES INTERNATIONAL , LTD . , a Delaware corporation , with headquarters located at 2100 Highway 34 , Wall Township , New Jersey < sup > 07719 ( the Company ) , and POWER UP LENDING GROUP LTD . , a Virginia corporation , with its address at 111 Great Neck Road , Suite 216 , Great Neck , NY 11021 ( the Buyer ) .


a.Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i)on account of interest on the Note, (ii)as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii)in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the Conversion Shares and, collectively with the Note, the Securities) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.< br/>

a . Investment Purpose . As of the date hereof , the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note ( including , without limitation , such additional shares of Common Stock , if any , as are issuable ( i ) on account of interest on the Note , ( ii ) as a result of the events described in Sections 1 . 3 and 1 . 4 ( g ) of the Note or ( iii ) in payment of the Standard Liquidated Damages Amount ( as defined in Section 2 ( f ) below ) pursuant to this Agreement , such shares of Common Stock being collectively referred to herein as the Conversion Shares and , collectively with the Note , the Securities ) for its own account and not with a present view towards the public sale or distribution thereof , except pursuant to sales registered or exempted from registration under the 1933 Act ; provided , however , that by making the representations herein , the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act . & lt ; br / & gt ;


f.Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a)the Securities are sold pursuant to an effective registration statement under the 1933 Act, ( b)the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c)the Securities are sold or transferred to an affiliate (as defined in Rule 144 promulgated under the 1933 Act ( or a successor rule) (Rule 144)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d)the Securities are sold pursuant to Rule 144, or (e)the Securities are sold pursuant to Regulation S under the 1933 Act ( or a successor rule) (Regulation S), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

f . Transfer or Re-sale . The Buyer understands that ( i ) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws , and the Securities may not be transferred unless ( a ) the Securities are sold pursuant to an effective registration statement under the 1933 Act , ( b ) the Buyer shall have delivered to the Company , at the cost of the Buyer , an opinion of counsel that shall be in form , substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration , which opinion shall be accepted by the Company , ( c ) the Securities are sold or transferred to an affiliate ( as defined in Rule 144 promulgated under the 1933 Act ( or a successor rule ) ( Rule 144 ) ) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2 ( f ) and who is an Accredited Investor , ( d ) the Securities are sold pursuant to Rule 144 , or ( e ) the Securities are sold pursuant to Regulation S under the 1933 Act ( or a successor rule ) ( Regulation S ) , and the Buyer shall have delivered to the Company , at the cost of the Buyer , an opinion of counsel that shall be in form , substance and scope customary for opinions of counsel in corporate transactions , which opinion shall be accepted by the Company ; ( ii ) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further , if said Rule is not applicable , any re-sale of such Securities under circumstances in which the seller ( or the person through whom the sale is made ) may be deemed to be an underwriter ( as that term is defined in the 1933 Act ) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder ; and ( iii ) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder ( in each case ) . Notwithstanding the foregoing or anything else contained herein to the contrary , the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement .


n.Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Companys reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).< br/>

n . Disclosure . All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2 ( d ) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein , in light of the circumstances under which they were made , not misleading . No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business , properties , prospects , operations or financial conditions , which , under applicable law , rule or regulation , requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed ( assuming for this purpose that the Companys reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act ) . & lt ; br / & gt ;


(i)There are, to the Companys knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 Environmental Response , Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Companys knowledge, threatened in connection with any of the foregoing. The term Environmental Laws means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, Hazardous Materials) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

( i ) There are , to the Companys knowledge , with respect to the Company or any of its Subsidiaries or any predecessor of the Company , no past or present violations of Environmental Laws ( as defined below ) , releases of any material into the environment , actions , activities , circumstances , conditions , events , incidents , or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response , Compensation and Liability Act of 1980 Environmental Response , Compensation and Liability Act of 1980 or similar federal , state , local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing , nor is any action pending or , to the Companys knowledge , threatened in connection with any of the foregoing . The term Environmental Laws means all federal , state , local or foreign laws relating to pollution or protection of human health or the environment ( including , without limitation , ambient air , surface water , groundwater , land surface or subsurface strata ) , including , without limitation , laws relating to emissions , discharges , releases or threatened releases of chemicals , pollutants contaminants , or toxic or hazardous substances or wastes ( collectively , Hazardous Materials ) into the environment , or otherwise relating to the manufacture , processing , distribution , use , treatment , storage , disposal , transport or handling of Hazardous Materials , as well as all authorizations , codes , decrees , demands or demand letters , injunctions , judgments , licenses , notices or notice letters , orders , permits , plans or regulations issued , entered , promulgated or approved thereunder .


w.Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 , as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

w . Foreign Corrupt Practices . Neither the Company , nor any of its Subsidiaries , nor any director , officer , agent , employee or other person acting on behalf of the Company or any Subsidiary has , in the course of his actions for , or on behalf of , the Company , used any corporate funds for any unlawful contribution , gift , entertainment or other unlawful expenses relating to political activity ; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds ; violated or is in violation of any provision of the U . S . Foreign Corrupt Practices Act of 1977 , as amended , or made any bribe , rebate , payoff , influence payment , kickback or other unlawful payment to any foreign or domestic government official or employee .


l.Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.< br/>

l . Failure to Comply with the 1934 Act . So long as the Buyer beneficially owns the Note , the Company shall comply with the reporting requirements of the 1934 Act ; and the Company shall continue to be subject to the reporting requirements of the 1934 Act . & lt ; br / & gt ;


111 Great Neck Road, Suite 216


Great Neck, NY 11021


111 Great Neck Road, Suite 214


COATES INTERNATIONAL, LTD. | ---|--- | | By: | /s/ Barry C. Kaye | | Barry C. Kaye | | Chief Financial Officer |

COATES INTERNATIONAL , LTD . | - - - | - - - | | By : | / s / Barry C . Kaye | | Barry C . Kaye | | Chief Financial Officer |


POWER UP LENDING GROUP LTD. | ---|--- | | By: | /s/ Curt Kramer | Name: | Curt Krameri | Title: | Chief Executive Officer | | 111 Great Neck Road, Suite 216 | | Great Neck, NY11021 |

POWER UP LENDING GROUP LTD . | - - - | - - - | | By : | / s / Curt Kramer | Name : | Curt Krameri | Title : | Chief Executive Officer | | 111 Great Neck Road , Suite 216 | | Great Neck , NY11021 |


This Securities Purchase Agreement (this Agreement), effective as of February 14, 2017 , is made and entered into by and between Vantage Energy Acquisition Corp. , a Delaware corporation (the Company), and NGP Vantage Energy LLC , a Delaware limited liability company (the Buyer).

This Securities Purchase Agreement ( this Agreement ) , effective as of February 14 , 2017 , is made and entered into by and between Vantage Energy Acquisition Corp . , a Delaware corporation ( the Company ) , and NGP Vantage Energy LLC , a Delaware limited liability company ( the Buyer ) .


Class A Common Stock shall mean the Class A Common Stock , $0.0001 par value per share, of the Company.

Class A Common Stock shall mean the Class A Common Stock , $ 0 . 0001 par value per share , of the Company .


Section 4.1 Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware .

Section 4 . 1 Organization and Good Standing . The Company is a corporation duly organized , validly existing , and in good standing under the laws of the State of Delaware .


Section 5.7 Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware , without giving effect to its choice of laws principles.

Section 5 . 7 Governing Law . This Agreement , the entire relationship of the parties hereto , and any litigation between the parties ( whether grounded in contract , tort , statute , law or equity ) shall be governed by , construed in accordance with , and interpreted pursuant to the laws of the State of Delaware , without giving effect to its choice of laws principles .


This Asset Purchase Agreement (this Agreement) is entered into as of March 23, 2017 (the Effective Date), by and between Marley Beverage Company, LLC , a Michigan limited liability company (MBC or Seller), and New Age Beverages Corporation , a Washington corporation (NBEV or Buyer), (Buyer together with Seller constitute the Parties and each individually a Party).

This Asset Purchase Agreement ( this Agreement ) is entered into as of March 23 , 2017 ( the Effective Date ) , by and between Marley Beverage Company , LLC , a Michigan limited liability company ( MBC or Seller ) , and New Age Beverages Corporation , a Washington corporation ( NBEV or Buyer ) , ( Buyer together with Seller constitute the Parties and each individually a Party ) .


(a) Sellers Deliveries to Buyer. At the Closing, Seller will duly execute, if applicable, and deliver to Buyer:

( a ) Sellers Deliveries to Buyer . At the Closing , Seller will duly execute , if applicable , and deliver to Buyer :


SECTION 4.17 Brokers Fees. Other than Green Circle Capital Partners LLC, LPE Securities, LLC, and their respective Affiliates, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders fee or other commission or payment in connection with the transactions contemplated by this Agreement based on arrangements made by Seller or any of its Affiliates.

SECTION 4 . 17 Brokers Fees . Other than Green Circle Capital Partners LLC , LPE Securities , LLC , and their respective Affiliates , no broker , finder , investment banker or other Person is entitled to any brokerage fee , finders fee or other commission or payment in connection with the transactions contemplated by this Agreement based on arrangements made by Seller or any of its Affiliates .


SECTION 4.19 Accredited Investor. Except as disclosed by Seller to Buyer before Closing, Seller and each of its designees to whom the NBEV Shares will be issued at Closing (i) is an accredited investor as defined in Regulation D promulgated under the Securities Act and (ii) is acquiring the NBEV Shares to be issued at Closing without a view to, or for sale in connection with, a public distribution in violation of the federal securities laws; provided however, that Seller and each such other Person to whom NBEV Shares are issued reserves the right to resell or otherwise dispose of all or any of such NBEV Shares pursuant to a registration statement or exemption under the Securities Act and any state law or regulations. Seller acknowledges that the NBEV Shares to be issued pursuant to this Agreement have not been registered under the Securities Act or any state securities laws, and may not be sold, offered for sale, pledged, hypothecated or otherwise transferred in the absence of an effective registration statement under the Securities Act, or until the holder thereof provides evidence satisfactory to Buyer (which, in the discretion of Buyer, may include an opinion of counsel acceptable to Buyer) that such registration is not required and that the proposed transfer may be made without violation of the Securities Act.< br/>

SECTION 4 . 19 Accredited Investor . Except as disclosed by Seller to Buyer before Closing , Seller and each of its designees to whom the NBEV Shares will be issued at Closing ( i ) is an accredited investor as defined in Regulation D promulgated under the Securities Act and ( ii ) is acquiring the NBEV Shares to be issued at Closing without a view to , or for sale in connection with , a public distribution in violation of the federal securities laws ; provided however , that Seller and each such other Person to whom NBEV Shares are issued reserves the right to resell or otherwise dispose of all or any of such NBEV Shares pursuant to a registration statement or exemption under the Securities Act and any state law or regulations . Seller acknowledges that the NBEV Shares to be issued pursuant to this Agreement have not been registered under the Securities Act or any state securities laws , and may not be sold , offered for sale , pledged , hypothecated or otherwise transferred in the absence of an effective registration statement under the Securities Act , or until the holder thereof provides evidence satisfactory to Buyer ( which , in the discretion of Buyer , may include an opinion of counsel acceptable to Buyer ) that such registration is not required and that the proposed transfer may be made without violation of the Securities Act . & lt ; br / & gt ;


SECTION 5.8 Brokers Fees. No broker , finder, investment banker or other Person is entitled to any brokerage fee, finders fee or other commission or payment in connection with the transactions contemplated by this Agreement based on arrangements made by Buyer or any of its Affiliates.

SECTION 5 . 8 Brokers Fees . No broker , finder , investment banker or other Person is entitled to any brokerage fee , finders fee or other commission or payment in connection with the transactions contemplated by this Agreement based on arrangements made by Buyer or any of its Affiliates .


(b) Compliance. Buyer is in material compliance with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure Buyers future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes- Oxley Act.< br/>

( b ) Compliance . Buyer is in material compliance with the provisions of the Sarbanes-Oxley Act applicable to it , and has implemented or will implement such programs and taken reasonable steps to ensure Buyers future compliance ( not later than the relevant statutory and regulatory deadlines therefor ) with all of the material provisions of the Sarbanes - Oxley Act . & lt ; br / & gt ;


SECTION 6.10 Transfer Taxes. All transfer , sales, use, stamp, recording, registration documentary, property, or similar Taxes and fees (including any penalties and interest) applicable to, imposed upon or arising out of the transfer of the Purchased Shares or any other transaction contemplated by this Agreement shall be paid by Buyer.

SECTION 6 . 10 Transfer Taxes . All transfer , sales , use , stamp , recording , registration documentary , property , or similar Taxes and fees ( including any penalties and interest ) applicable to , imposed upon or arising out of the transfer of the Purchased Shares or any other transaction contemplated by this Agreement shall be paid by Buyer .


| (a) | If to Buyer, addressed to: | ---|---|---|--- | | | | | New Age Beverages Corporation | | | Attn: Brent Willis | | | 1700 68th Avenue | | | Denver, CO 90503 | | | Phone: (303) 289-8655 | | | E-mail: bwillis@newagebev.us | | | | | | with a copy to (which will not constitute notice): | | | | | | Bart and Associates, LLC | | | Attn: Ken Bart | | | 8400 East Prentice Avenue | | | Suite 1500 | | | Greenwood Village, CO 80111 | | | Telephone: (720)-226-7511 | | | E-mail: Kbart@kennethbartesq.com |

| ( a ) | If to Buyer , addressed to : | - - - | - - - | - - - | - - - | | | | | New Age Beverages Corporation | | | Attn : Brent Willis | | | 1700 68th Avenue | | | Denver , CO 90503 | | | Phone : ( 303 ) 289-8655 | | | E-mail : bwillis @ newagebev . us | | | | | | with a copy to ( which will not constitute notice ) : | | | | | | Bart and Associates , LLC | | | Attn : Ken Bart | | | 8400 East Prentice Avenue | | | Suite 1500 | | | Greenwood Village , CO 80111 | | | Telephone : ( 720 ) - 226-7511 | | | E-mail : Kbart @ kennethbartesq . com |


| (b) | If to Seller, addressed to: | ---|---|---|--- | | | | | Marley Beverage Company, LLC | | | Attn: Daniel Epstein | | | 27777 Franklin Road | | | Suite 1640 | | | Southfield, MI 48034 | | | Phone: (248) 802-8905 | | | E-mail: depstein@vivabeverages.com | | | | | | with a copy to (which shall constitute notice): | | | | | | Jaffe Raitt Heuer & Weiss, P.C . | | | Attn: Matthew Murphy | | | 27777 Franklin Road | | | Suite 2500 | | | Southfield, MI 48034 | | | Telephone: (248) 727-1433 | | | E-mail: mmurphy@jaffelaw.com |

| ( b ) | If to Seller , addressed to : | - - - | - - - | - - - | - - - | | | | | Marley Beverage Company , LLC | | | Attn : Daniel Epstein | | | 27777 Franklin Road | | | Suite 1640 | | | Southfield , MI 48034 | | | Phone : ( 248 ) 802-8905 | | | E-mail : depstein @ vivabeverages . com | | | | | | with a copy to ( which shall constitute notice ) : | | | | | | Jaffe Raitt Heuer & amp ; Weiss , P . C . | | | Attn : Matthew Murphy | | | 27777 Franklin Road | | | Suite 2500 | | | Southfield , MI 48034 | | | Telephone : ( 248 ) 727-1433 | | | E-mail : mmurphy @ jaffelaw . com |


Sarbanes-Oxley Act means Sarbanes- Oxley Act of 2002 , as amended, and all rules and regulations promulgated thereunder.

Sarbanes-Oxley Act means Sarbanes - Oxley Act of 2002 , as amended , and all rules and regulations promulgated thereunder .


SEC Filings means all reports and filings made by Buyer under the Securities Act and the Exchange Act.< br/>

SEC Filings means all reports and filings made by Buyer under the Securities Act and the Exchange Act . & lt ; br / & gt ;


MARLEY BEVERAGE COMPANY, LLC


5\. Governing Law. THIS BILL OF SALE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES.

5 \ . Governing Law . THIS BILL OF SALE SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF COLORADO , WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES .


1\. Assignment. Subject to the terms and conditions of the Purchase Agreement, Assignor does hereby assign, grant, transfer and set over unto the Assignee all of Assignors right, title, and interest in and to the Assumed Contracts and Assumed Liabilities.

1 \ . Assignment . Subject to the terms and conditions of the Purchase Agreement , Assignor does hereby assign , grant , transfer and set over unto the Assignee all of Assignors right , title , and interest in and to the Assumed Contracts and Assumed Liabilities .


| New Age Beverages Corporation , a Washington corporation ---|---

| New Age Beverages Corporation , a Washington corporation - - - | - - -


A. The Covenantor is an affiliate of Marley Beverage Company, LLC <sup> (Marley), and Marley and Buyer are parties to an Asset Purchase Agreement of even date herewith (the Purchase Agreement), pursuant to which Buyer purchased certain assets from Marley (the Acquisition). All capitalized terms used but not defined herein, shall have the same meaning ascribed to them in the Purchase Agreement.

A . The Covenantor is an affiliate of Marley Beverage Company , LLC < sup > ( Marley ) , and Marley and Buyer are parties to an Asset Purchase Agreement of even date herewith ( the Purchase Agreement ) , pursuant to which Buyer purchased certain assets from Marley ( the Acquisition ) . All capitalized terms used but not defined herein , shall have the same meaning ascribed to them in the Purchase Agreement .


This Registration Rights Agreement (Agreement) is entered into as of ____________, 2017 by and among New Age Beverages Corporation , a Washington corporation (the Company), Marley Beverage Company, LLC <sup> , a Michigan limited liability company (MBC), and the other parties that have executed signature pages to this Agreement as Initial Holders (together with MBC, the Initial Holders). The Company, the Initial Holders and each other Holder is sometimes referred to herein individually as a Party and together as the Parties. Certain capitalized terms used herein shall have the meanings given to them in Section 1.01 below.

This Registration Rights Agreement ( Agreement ) is entered into as of ____________ , 2017 by and among New Age Beverages Corporation , a Washington corporation ( the Company ) , Marley Beverage Company , LLC < sup > , a Michigan limited liability company ( MBC ) , and the other parties that have executed signature pages to this Agreement as Initial Holders ( together with MBC , the Initial Holders ) . The Company , the Initial Holders and each other Holder is sometimes referred to herein individually as a Party and together as the Parties . Certain capitalized terms used herein shall have the meanings given to them in Section 1 . 01 below .


Common Stock means the Companys common stock, $0.001 par value per share, and any securities of the Company into which such shares are converted and for which such shares are exchanged and any common stock or other securities of the Company or any successor entity which may be issued or distributed in respect of the Common Stock by way of stock dividend or stock split or other distribution, recapitalization, merger, conversion or reclassification.

Common Stock means the Companys common stock , $ 0 . 001 par value per share , and any securities of the Company into which such shares are converted and for which such shares are exchanged and any common stock or other securities of the Company or any successor entity which may be issued or distributed in respect of the Common Stock by way of stock dividend or stock split or other distribution , recapitalization , merger , conversion or reclassification .


Registrable Shares means the shares of Common Stock which has been issued to the Initial Holders pursuant to the Purchase Agreement and held at any time by the Holders; provided, however, that any such securities will cease to be Registrable Shares when (i) such securities shall have been disposed of in accordance with a Registration Statement that has become effective under the Securities Act, ( ii) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) or any other exemption under the Securities Act, ( iii) such shares have been sold for value by a Holder to an unaffiliated third party; provided however, that for the avoidance of doubt, any shares of Common Stock distributed by MBC or any other Holder to its direct or indirect equity owners and any shares of Common Stock pledged as collateral by MBC or any other Holder to any lender (and any shares of Common Stock foreclosed upon by any such lender) shall continue to be Registrable Shares, or (iv) such shares shall have ceased to be outstanding.

Registrable Shares means the shares of Common Stock which has been issued to the Initial Holders pursuant to the Purchase Agreement and held at any time by the Holders ; provided , however , that any such securities will cease to be Registrable Shares when ( i ) such securities shall have been disposed of in accordance with a Registration Statement that has become effective under the Securities Act , ( ii ) such securities shall have been distributed to the public pursuant to Rule 144 ( or any successor provision ) or any other exemption under the Securities Act , ( iii ) such shares have been sold for value by a Holder to an unaffiliated third party ; provided however , that for the avoidance of doubt , any shares of Common Stock distributed by MBC or any other Holder to its direct or indirect equity owners and any shares of Common Stock pledged as collateral by MBC or any other Holder to any lender ( and any shares of Common Stock foreclosed upon by any such lender ) shall continue to be Registrable Shares , or ( iv ) such shares shall have ceased to be outstanding .


Rule 144 means Rule 144 (or any successor rule of similar effect) promulgated under the Securities Act.< br/>

Rule 144 means Rule 144 ( or any successor rule of similar effect ) promulgated under the Securities Act . & lt ; br / & gt ;


Securities Act means the Securities Act of 1933 , as amended, and all rules and regulations promulgated thereunder, as in effect from time to time.

Securities Act means the Securities Act of 1933 , as amended , and all rules and regulations promulgated thereunder , as in effect from time to time .


REGISTRATION RIGHTS AND RULE 144


(c) So long as any Holder owns any Registrable Shares, to furnish to any requesting Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and the Exchange Act ( at all times that it is subject to the reporting requirements of the Exchange Act), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company as the requesting Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration (at all times that the Company is subject to the reporting requirements of the Exchange Act).< br/>

( c ) So long as any Holder owns any Registrable Shares , to furnish to any requesting Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and the Exchange Act ( at all times that it is subject to the reporting requirements of the Exchange Act ) , a copy of the most recent annual or quarterly report of the Company , and such other reports and documents of the Company as the requesting Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration ( at all times that the Company is subject to the reporting requirements of the Exchange Act ) . & lt ; br / & gt ;


| COMPANY: ---|--- | | New Age Beverages Corporation | | By: | | Name: | | Title: |

| COMPANY : - - - | - - - | | New Age Beverages Corporation | | By : | | Name : | | Title : |


with New Age Beverages Corporation ]


| INITIAL HOLDER: ---|--- | Marley Beverage Company, LLC | | By: | | Name: | | Title: | | | | Notice for addresses: | | | Marley Beverage Company, LLC | c/o Gary A. Shiffman | 27777 Franklin Road, Suite 200 | Southfield, Michigan 48034 | Email: gshiffman@suncommunities.com | | | with a copy (which shall not constitute notice) to: | | | Jaffe, Raitt, Heuer & Weiss, P.C. | 27777 Franklin Road, Suite 2500 | Southfield, Michigan 48034 | Attention: Arthur A. Weiss | Matthew Murphy | Email: | aweiss@jaffelaw.com | | mmurphy@jaffelaw.com

| INITIAL HOLDER : - - - | - - - | Marley Beverage Company , LLC | | By : | | Name : | | Title : | | | | Notice for addresses : | | | Marley Beverage Company , LLC | c / o Gary A . Shiffman | 27777 Franklin Road , Suite 200 | Southfield , Michigan 48034 | Email : gshiffman @ suncommunities . com | | | with a copy ( which shall not constitute notice ) to : | | | Jaffe , Raitt , Heuer & amp ; Weiss , P . C . | 27777 Franklin Road , Suite 2500 | Southfield , Michigan 48034 | Attention : Arthur A . Weiss | Matthew Murphy | Email : | aweiss @ jaffelaw . com | | mmurphy @ jaffelaw . com


FORESCOUT TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENT

FORESCOUT TECHNOLOGIES , INC . INDEMNIFICATION AGREEMENT


This Indemnification Agreement (this Agreement) is dated as of [insert date], and is between ForeScout Technologies, Inc. , a Delaware corporation (the Company), and [insert name of indemnitee] (Indemnitee).

This Indemnification Agreement ( this Agreement ) is dated as of [ insert date ] , and is between ForeScout Technologies , Inc . , a Delaware corporation ( the Company ) , and [ insert name of indemnitee ] ( Indemnitee ) .