At the Closing, ​ will cause to be issued and held for delivery to the Sangre Members or their designees, stock certificates representing in the aggregate the ​ Shares, in exchange for all of the issued and outstanding Sangre Membership Interests, which Sangre Membership Interests will be delivered to ​ at the Closing.

Exchange Agent Agreement. Other than the Bank and Patriot, all parties to the Exchange Agent Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.

Exchange Agent Agreement. Other than ​, all parties to the Exchange Agent Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.

The Company has timely filed all Exchange Act Reports required to be filed with the Securities and Exchange Commission pursuant to the Exchange Act. All such Exchange Act Reports, when so filed, complied in form and substance in all material respects with the Exchange Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

BBTR Exchange Data. BBTR shall be solely responsible for making arrangements for the acquisition of and continued access to all necessary BBTR Exchange Data necessary for utilization of the BBTR System and the timely payment of all applicable Exchange Fees required for the operation, maintenance and use of the BBTR System. BBTR Exchange Data shall be made available for utilization by the BBTR System in the format and meeting the specifications prescribed by Blackbox. All such Exchange Fees shall be paid upon the terms and as required by the provider of the data for each of the BBTR Exchanges.

Subject to the terms and conditions hereinafter set forth, the Lender hereby agrees to consummate the Exchange, pursuant to which the entire Indebtedness shall be exchanged for that number of shares of Preferred Stock (the “Shares”) equal to the total Indebtedness divided by Thirty-Five United States Dollars ($35.00), which amount represents the liquidation preference of each Share of Preferred Stock (“Liquidation Preference”). Beginning 540 days after the Closing Date, each Share shall be convertible into ten (10) shares of Common Stock (“Conversion Shares”), which conversion ratio reflects the Liquidation Preference per Share divided by $3.50, provided that such conversion ratio shall be adjusted in accordance with the terms of the Certificate of Designation for the Preferred Stock. In such connection, subject to the terms and conditions contained herein, the Lender hereby subscribes for, and agrees to accept from the Company, the Shares, in lieu of repayment of all amounts due under the terms of the Facility Agreement, and the Company agrees to issue the Shares to the Lender. Against delivery of the Shares issued in the name of the Lender in accordance with the Settlement Instructions, the Lender shall deliver to the Company the Satisfaction and Release, substantially in the form attached hereto as [Exhibit A].

Prior to the Closing, Purchaser, the Representative, the Company and the Escrow Agent (in such capacity, the “Exchange Agent”) will deliver an Exchange Agent Agreement in a form reasonably acceptable to the Parties (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Exchange Agent will act as exchange agent in connection with the Merger to receive the Letters of Transmittal and Certificates and, for the benefit of the Equity Holders, the Merger Consideration.

Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend.

Modification and Exchange. Subject to the terms and conditions set forth in this Agreement, Holder shall exchange the Note in consideration for the Amended Note. Upon the mutual execution of this Agreement, Holder shall send # the original Note to the Company’s principal address (attention: Bruce Schneider). Promptly upon receipt thereof, the Company shall deliver the Amended Note to the Holder’s principal address (attention: Joseph C. Zimlich).

any trade-in of equipment or other Property in exchange for other equipment or other replacement Property;