SECURITIES PURCHASE AGREEMENT






 


SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of June 1, 2012, by and among First Corporation, a Colorado corporation,
(the “Company”), and each of the Purchaser set forth on the signature pages hereto (the “Purchaser”).


 


WHEREAS: 


 


A.               
The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities
registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”) and
the rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”)
thereunder;


 


B.                
Purchaser desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in
this Agreement, its 8% secured convertible notes of the Company, in the form attached hereto as Exhibit “A”,
in an aggregate principal amount of up to Five Hundred Thousand ($500,000) (together with any note(s) issued in replacement thereof
or as interest thereon or otherwise with respect thereto in accordance with the terms thereof, the “Notes”),
convertible into shares of common stock, par value $.001 per share, of the Company (the “Common Stock”),
upon the terms and subject to the limitations and conditions set forth in such Notes.


 


C.               
Purchaser wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Notes
as is set forth immediately below its name on the signature pages hereto; and


 


NOW THEREFORE,
the Company and the Purchaser hereby agrees as follows:


 


1.                 
PURCHASE AND SALE OF NOTES.


 


a.                 
Purchase of Notes. On the terms and subject to the conditions set forth herein, the Company agrees
to issue and sell and the Purchaser agrees to Purchase from the Company on the Closing Date (as defined below), Notes in the aggregate
original principal amount of $500,000.


 


b.                 
Form of Payment. On the Closing Date (as defined below), (i) the Purchaser shall pay the purchase
price for the Notes to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”)
by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions,
against delivery of the Notes in the principal amount equal to the Purchase Price, and (ii) the Company shall deliver such
Notes duly executed on behalf of the Company, to the Purchaser, against delivery of such Purchase Price.


 


c.                  
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth
in Section 6 and Section 7 below, the date and time of the issuance and sale of the Notes pursuant to this Agreement (the “Closing
Date”) shall be 12:00 noon, Eastern Standard Time on June 1, 2012, or such other mutually agreed upon time, on a
date which is no more than 14 days from (the “Closing Date”). The closing of the transactions contemplated
by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to
by the parties.


 






    	 



    	 



    
 


2.                 
PURCHASER’S REPRESENTATIONS AND WARRANTIES. Purchaser represents and warrants to the Company
that:


 


a.                 
Investment Purpose. As of the date hereof, the Purchaser is purchasing the Notes and the shares
of Common Stock issuable upon conversion of or otherwise pursuant to the Notes (including, without limitation, such additional
shares of Common Stock, if any, as are issuable (i) on account of interest on the Notes and (ii) as a result of the events
described in Sections 1.3 and 1.4(g) of the Notes, such shares of Common Stock being collectively referred to herein as the “Conversion
Shares”) 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 Purchaser 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.


 


b.                 
Accredited Investor Status. The Purchaser is an “accredited investor” as that term
is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).


 


c.                  
Reliance on Exemptions. The Purchaser understands that the Securities are being offered and sold
to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws
and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability
of such exemptions and the eligibility of the Purchaser to acquire the Securities.


 


d.                 
Information. The Purchaser and its advisors, if any, have been, and for so long as the Notes remain
outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Securities which have been requested by the Purchaser or its advisors. The
Purchaser and its advisors, if any, have been, and for so long as the Notes remain outstanding will continue to be, afforded the
opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any
material nonpublic information and will not disclose such information unless such information is disclosed to the public prior
to or promptly following such disclosure to the Purchaser. The Purchaser understands that its investment in the Securities involves
a significant degree of risk.


 


e.                  
Governmental Review. The Purchaser understands that no United States federal or state agency or
any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.


 






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f.                  
Transfer or Re-sale. The Purchaser 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
Purchaser shall have delivered to the Company 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 Purchaser 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 Purchaser shall have delivered to
the Company 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. 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.


 


g.                 
Legends. The Purchaser understands that the Notes and the Conversion Shares, have not been registered
under the 1933 Act and may not be sold except pursuant to Rule 144 or Regulation S or an available exemption from registration
and shall bear the following legend:


 


“The securities represented by this certificate have
not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the
absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance
and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act or unless
sold pursuant to Rule 144 or Regulation S under said Act.”


 


h.                 
Authorization; Enforcement. This Agreement has been duly and validly authorized and duly executed
and delivered on behalf of the Purchaser, and this Agreement constitutes, the valid and binding agreement of the Purchaser enforceable
in accordance with their terms.


 


i.                   
Residency. The Purchaser is a resident of the jurisdiction indicated on the signature pages hereto.


 






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3.                 
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each Purchaser
that:


 


a.                 
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if
any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated,
with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business
as and where now owned, leased, used, operated and conducted.


 


b.                 
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to
enter into and perform this Agreement and the Notes and to consummate the transactions contemplated hereby and thereby and to issue
the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Notes
by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the
issuance of the Notes and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise
thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company,
its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company
by its authorized representative, and such authorized representative is the true and official representative with authority to
sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement
constitutes, and upon execution and delivery by the Company of the Notes, each of such instruments will constitute, a legal, valid
and binding obligation of the Company enforceable against the Company in accordance with its terms.


 


c.                  
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon
conversion of the Notes in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


d.                 
No Conflicts. The execution, delivery and performance of this Agreement and the Notes by the Company
and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance
and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of
the Articles of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute
a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which
the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to
which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect).


 






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e.                  
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company
or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors
in their capacity as such, that could have a Material Adverse Effect.


 


f.                  
No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject
to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment
of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any
of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected
to have a Material Adverse Effect.


 


g.                 
Certain Transactions. Except for arm’s length transactions pursuant to which the Company
or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any
of its Subsidiaries could obtain from third parties, none of the officers, directors, or employees of the Company is presently
a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or,
to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or partner.


 


h.                 
Disclosure. All information relating to or concerning the Company set forth in this Agreement and
provided to the Purchaser 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 Company’s reports filed under the 1934 Act are being
incorporated into an effective registration statement filed by the Company under the 1933 Act).


 


i.                   
Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal
accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.


 






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j.                   
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.


 


 


 


4.                 
COVENANTS.


 


a.                 
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions
described in Section 5 and 6 of this Agreement.


 


b.                 
Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required
under Regulation D and to provide a copy thereof to Purchaser promptly after such filing. The Company shall, on or before the Closing
Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Purchaser
at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of
the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to
the Purchaser on or prior to the Closing Date.


 


c.                  
Authorization and Reservation of Shares. The Company shall at all times have authorized, and reserved
for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the full conversion of the outstanding
Notes. If at any time the number of shares of Common Stock authorized and reserved for issuance is insufficient to provide for
full conversion of the outstanding Notes, the Company will promptly take all corporate action necessary to authorize and reserve
a sufficient number of shares, including, without limitation, calling a special meeting of shareholders to authorize additional
shares to so provide.


 


d.                 
Corporate Existence. So long as Purchaser beneficially owns any Notes, the Company shall maintain
its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger
or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in
such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in
connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq
SmallCap, NYSE or AMEX.


 






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e.                  
No Integration. The Company shall not make any offers or sales of any security (other than the
Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933
Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose
of any stockholder approval provision applicable to the Company or its securities.


 


f.                  
Restriction on Short Sales. The Purchaser agrees that, so long as any of the Notes remain outstanding,
the Purchaser will not enter into or effect any “short sale” (as such term is defined in Rule 3b-3 of the 1934 Act)
of the Common Stock or hedging transaction which establishes a net short portion with respect to the Common Stock.


 


5.                 
CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to
issue and sell the Notes to Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date of each of the
following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the
Company at any time in its sole discretion:


 


a.                 
The Purchaser shall have executed this Agreement and delivered the same to the Company.


 


b.                 
The Purchaser shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c.                  
The representations and warranties of the Purchaser shall be true and correct in all material respects as of
the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak
as of a specific date), and the Purchaser shall have performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to
the Closing Date.


 


d.                 
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


6.                 
CONDITIONS TO PURCHASER’S OBLIGATION TO PURCHASE. The obligation of the Purchaser hereunder
to purchase the Notes at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions
unless otherwise waived:


 


a.                 
The Company shall have executed this Agreement and delivered the same to the Purchaser.


 


b.                 
The Company shall have delivered to such Purchaser duly executed Notes (in such denominations as the Purchaser
shall request) in accordance with Section 1(b) above.


 






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c.                  
The representations and warranties of the Company shall be true and correct in all material respects as of the
date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as
of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing
Date. The Purchaser shall have received a certificate or certificates, executed by the chief executive officer of the Company,
dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Purchaser
including, but not limited to certificates with respect to the Company’s Articles of Incorporation, By-laws and Board of
Directors’ resolutions relating to the transactions contemplated hereby.


 


d.                 
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.


 


7.                 
GOVERNING LAW; MISCELLANEOUS.


 


a.                 
Governing Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS
LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION
HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST
CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A
FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT
SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION
WITH SUCH DISPUTE.


 


b.                 
Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may
be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party
so delivering this Agreement.


 






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c.                  
Headings. The headings of this Agreement are for convenience of reference only and shall not form
part of, or affect the interpretation of, this Agreement.


 


d.                 
Severability. In the event that any provision of this Agreement is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision hereof.


 


e.                  
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the
entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth
herein or therein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect
to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party
to be charged with enforcement.


 


f.                  
Notices. Any notices required or permitted to be given under the terms of this Agreement shall
be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized
overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular
United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service)
or by facsimile, in each case addressed to a party. The addresses for such communications shall be:


 


If to the Company:


 


To its address at


Maranello


Watch House Green


Felsted, Essex


England CM6 EF


Facsimile: _____________________


E-mail:


Attention: Andrew Clarke, CEO
and Director


 






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With a copy to:


 


Mary P. O’Hara, Esq.


Griffitts O’Hara LLP


257 Park Avenue South, 5th Floor

New York, New York 10010

Telephone: 212-209-5483

Facsimile: 212-209-5460






If to Purchaser: To
the address set forth on the signature pages hereto.


 


With copy to:


 


______________________________


______________________________


______________________________


 


Each party shall provide
notice to the other party of any change in address.


 


g.                 
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties
and their successors and assigns. Neither the Company nor Purchaser shall assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), Purchaser may assign
its rights hereunder to any person that purchases Securities in a private transaction from a Purchaser or to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.


 


h.                 
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by,
any other person.


 


i.                   
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the
other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation
of the transactions contemplated hereby.


 


j.                   
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen
by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.


 






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IN WITNESS WHEREOF,
the undersigned Purchaser and the Company have caused this Agreement to be duly executed as of the date first above written.


 


 


 


FIRST CORPORATION


 


 


 


By: __/s/ Andrew Clarke_______________


Andrew Clarke


Chief Executive Officer


 


 


 


ISI NOMINEES LIMITED


 


 


 


By: __[Signature Illegible]___
_________


 


 


JURISDICTION/RESIDENCE:


 


ADDRESS:[Text Illegible]


  






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