The obligation of each Buyer hereunder to purchase its Common Shares, the Series A Warrants and the Series B Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

Time and Place of the Closing; Buyer IPO. The closing of this Agreement and the transactions contemplated hereby (the “Closing”) shall take place on a date (the “Closing Date”) shall be immediately following the Buyer’s consummation of its initial public offering on The NASDAQ Stock Market or the NYSE:American Stock Exchange of Buyer Common Stock (the “Buyer IPO”) pursuant to a registration statement on Form S-1 (the “Registration Statement”) that is declared effective by the United States Securities and Exchange Commission (“SEC”). The Closing shall take place at the offices of the counsel to the Buyer or remotely via the exchange of documents and signatures as the Buyer and the [[Company:Organization]] Shareholders mutually agreed upon, in writing. Notwithstanding the foregoing, the Closing Date shall occur on or before June 30, 2015 (the “Outside Closing Date”), unless such Outside Closing Date shall be extended by mutual written agreement of Representative and the Buyer.

The Seller desires to sell to the Buyer and the Buyer desires to purchase from the Seller, certain assets of the Seller (including the Subsidiary Securities), and in consideration therefor # the Buyer desires to assume from the Seller, and the Seller desires to assign to the Buyer, certain obligations and liabilities relating to such assets, and # the Buyer desires to issue to the Seller and the Seller desires to purchase from the Buyer, certain New Senior Secured Notes and ordinary shares in the capital of the Buyer (“Buyer Securities”), all upon the terms and subject to the conditions contained herein.

The Buyer has full power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized. This Agreement constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.

Buyer shall have the right to inspect the goods on arrival and, within 10 business days after delivery, buyer must give notice to seller of any claim for damages on account of condition, quality or grade of the goods, and buyer must specify the basis of the claim of buyer in detail. The failure of buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by buyer.

At any time after title transfer to Buyer or complete payment by Buyer to Seller of any piece of Seller Provided Tooling, Seller shall, upon request from Buyer, execute and deliver to Buyer such bills of sale, instruments of conveyance, certificates or other documentation and take such other actions as Buyer may reasonably request in order to confirm and complete transfer ownership of such Seller Provided Tooling from Seller to Buyer.

solicit, interfere with, or endeavor to entice away from Buyer on behalf of any person or entity any customer of Buyer to purchase from any source other than Buyer any product or service of the type provided by Buyer.

Importer Security Filing. Seller shall provide Buyer or Buyer’s designated agent in a timely fashion with all the data required to enable Buyer’s compliance with the U.S. Customs’ Importer Security Filing regulation, see 19 CFR Part 149 (the “ISF Rule”) for all of Seller’s ocean shipments of goods to Buyer destined for or passing through a U.S. port. Seller hereby Covenants lo provide Buyer or Buyer’s designated agent with accurate “Data Elements” as defined in and required by the ISF Rule in a timely fashion lo ensure Buyer or Buyer’s designated agent has sufficient opportunity to comply with its filing obligations thereunder.

Employee Benefit Plans. (a) There are no “employee pension benefit plans” (within the meaning of [Section 3(2)(A)] of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Buyer Pension Plans”) maintained by the Buyer; and # the Buyer does not have any policies or plans, whether written or not, that provide for vacation benefits, severance benefits, leave rights or other benefits to its employees. There are no outstanding liabilities of the Buyer to the Buyer Pension Plans, and the Buyer knows of no potential liabilities in connection therewith. There are no actions, suits or claims, other than for benefits in the normal course, pending or to the knowledge of the Buyer threatened, and the Buyer has no knowledge of any facts which could give rise to any actions, suits or claims, against any of the Buyer Pension Plans, or against the Buyer which might subject the Buyer to any material liability.

“Buyer” means VGD Buyer, LLC, a Delaware limited liability company.