Stock Purchase Agreement between Dreams, Inc. and The Frost Group, LLC



 Exhibit 10.1 
 SECURITIES PURCHASE AGREEMENT 
 This Securities Purchase Agreement (this “Agreement”) is dated as
of November 1, 2006 among Dreams, Inc., a Utah corporation (the “Company”), and the purchaser identified on the signature page hereto (“Purchaser”). 
 WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”), the Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, certain securities of the Company as more fully described in this Agreement. 
 NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows: 
 ARTICLE I. 
 DEFINITIONS 
 Definitions. In addition to the
terms defined elsewhere in this Agreement, the following terms have the meanings indicated: 
 “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 144 of the Securities Act. With respect to a Purchaser, any
investment fund or managed account that is managed on a discretionary basis by the same investment manager as Purchaser will be deemed to be an Affiliate of Purchaser. 
 “BUSINESS DAY” means any day other than Saturday, Sunday or other day on which commercial banks in the City of Fort Lauderdale are authorized or required by law to remain closed. 
 “CLOSING” means the closing of the purchase and sale of the Shares pursuant to Section 2.1. 
 “CLOSING DATE” means the date of the Closing. 
 “COMMISSION” means the Securities and Exchange Commission. 
 “COMMON STOCK” means the
common stock of the Company, no par value. 
 “COMPANY COUNSEL” means Arnstein & Lehr LLP, counsel to the Company or such
other firm as may be counsel to the Company at the Closing. 
 “CONVERTIBLE SECURITIES” means any stock or securities (other than
Options) convertible into or exercisable or exchangeable for Common Stock. 







 “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended. 
 “LIEN” means any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction but not a restriction on
transferability under the Securities Act. 
 “LOSSES” means any and all losses, claims, damages, liabilities, settlement costs and
expenses, including, without limitation, costs of preparation and reasonable attorneys’ fees. 
 “OPTIONS” means any rights,
warrants or options to subscribe for or purchase Common Stock or Convertible Securities. 
 “MATERIAL ADVERSE EFFECT” has the
meaning set forth in Section 3.1(b). 
 “PERSON” means any individual, corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or any court or other federal, state, local or other governmental authority or other entity of any kind.

 “PER SHARE PURCHASE PRICE” means $0.065. 
 “PROCEEDING” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

 “SHARES” means an aggregate of 30,769,231 shares of Common Stock, which are being issued and sold to the Purchaser at the
Closing. 
 “SUBSIDIARY” means any Person in which the Company, directly or indirectly, owns capital stock or holds an equity or
similar interest, but does not include any Person as to which the Company does not hold a controlling interest. 
 “TRANSACTION
DOCUMENTS” means this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder. 
 ARTICLE II. 
 PURCHASE AND SALE 
 2.01 Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, such number of Shares indicated below
Purchaser’s name on the signature page of this Agreement at the Per Share Purchase Price. The Closing shall take place at the offices of Arnstein & Lehr LLP immediately following the execution hereof, or at such other location or time
as the parties may agree. 
  

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 2.02 Closing Deliveries. 
 (a) At the Closing, the Company shall deliver or cause to be delivered to Purchaser the following: 
 (i) one
or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Shares equal to the number of Shares indicated below Purchaser’s name on the
signature page of this Agreement, registered in the name of Purchaser; 
 (ii) a legal opinion of Company Counsel, in the form of Exhibit A,
executed by such counsel and delivered to the Purchaser; and 
 (b) At the Closing, Purchaser shall deliver or cause to be delivered an
amount equal to$2,000,000, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to Purchaser by the Company for such purpose. 
 ARTICLE III. 
 REPRESENTATIONS AND WARRANTIES 
 3.01 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows: 
 (a) Subsidiaries. The Company has no direct or indirect Subsidiaries other than those listed in Schedule 3.1(a). The Company owns, directly or indirectly,
all of the capital stock or comparable equity interests of each Subsidiary free and clear of any Lien and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid,
non-assessable and free of preemptive and similar rights. 
 (b) Organization and Qualification. Except as set forth on Schedule 3.1(b), each
of the Company and the Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or
charter documents. Each of the Company and the Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it
makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, (i) adversely affect the legality, validity or enforceability of any
Transaction Document, (ii) have or result in a material adverse effect on the results of operations, assets, business, financial condition or prospects of the Company and the Subsidiaries, taken as a whole on a consolidated basis, or
(iii) adversely impair the Company’s ability to perform fully on a timely basis its obligations under any of the Transaction Documents (any of (i), (ii) or (iii), a “Material Adverse Effect”). 
  

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 (c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into
and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company, or its Board of Directors. Each of the
Transaction Documents has been (or upon delivery will be) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute, the valid and binding obligation of the Company enforceable against the Company in
accordance with its terms. 
 (d) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or
other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party
or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations and the rules and regulations of any self-regulatory organization to which the Company or its Shares are subject), or by which any
property or asset of the Company or a Subsidiary is bound or affected. 
 (e) Issuance of the Shares. The Shares are duly authorized and,
when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens and shall not be subject to preemptive rights or similar rights of shareholders.

 (f) Capitalization. The number of shares and type of all authorized, issued and outstanding capital stock, Options and other Shares of the
Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(f). All outstanding shares of capital stock are duly authorized, validly issued, fully paid.
Except as disclosed in Schedule 3.1(f), there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities rights or obligations convertible into or exercisable or
exchangeable for, or giving any Person any 
  

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 right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. There are no anti-dilution or price adjustment provisions
contained in any security issued by the Company (or in any agreement providing rights to security holders). The issue and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than
the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. 
 (g) SEC Reports; Financial Statements. The Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the
date hereof (the foregoing materials (together with any materials filed by the Company under the Exchange Act, whether or not required) being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the
Schedules to this Agreement, the “Disclosure Materials”) except as set forth on Schedule 3.1(g). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a
consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its
consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All material
agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or specifically identified in the SEC Reports. 
 (h) Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the
SEC Reports or in Schedule 3.1(h), (i) there has been no event, occurrence or development that, to the Company’s knowledge, individually or in the aggregate, has had or that would result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the
Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting or the identity of its auditors, except 
  

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 as disclosed in its SEC Reports, (iv) the Company has not declared or made any dividend or distribution of cash or
other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer or director. 
 (i) Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or, to the Company’s knowledge, investigation before or by any
court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that could, individually or in the aggregate, have a
Material Adverse Effect. 
 (j) Compliance. Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no
event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written notice of a claim that it is in default
under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived),
(ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local
laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not, individually or in the aggregate, have or result in a Material Adverse
Effect. 
 (k) Title to Assets. The Company and the Subsidiaries have good and marketable title in all personal property owned by them that
is material to the business of the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the
Subsidiaries are in material compliance. 
 (l) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the
Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement, and the Company has not taken any action that would cause
Purchaser to be liable for any such fees or commissions. 
 (m) Registration Rights. Except as described in Schedule 3.1(n), the Company has
not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.

 (n) Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter 
  

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 documents or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of
the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Shares and the Purchaser’s ownership of the
Shares. 
 (o) Disclosure. All disclosure materials provided to the Purchaser regarding the Company, its business and the transactions
contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of the Company are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries
or its or their business, properties, prospects, operations or financial conditions, which, to the Company’s knowledge, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been
so publicly announced or disclosed. 
 (p) Acknowledgment Regarding Purchaser’s Purchase of Shares. The Company acknowledges that the
Purchaser has advised it that it is acting solely in the capacity of an arm’s length purchaser with respect to the Company and to this Agreement and the transactions contemplated hereby. The Company further acknowledges that Purchaser is not
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by Purchaser or any of its representatives or agents in connection
with this Agreement and the transactions contemplated hereby is merely incidental to the Purchaser’s purchase of the Shares. The Company further represents to Purchaser that the Company’s decision to enter into this Agreement has been
based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives. 
 (q) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are reasonably prudent and customary in the businesses in which the Company and the Subsidiaries are
engaged. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business without a significant increase in cost. 
 (r) 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, individually or in the aggregate, have or result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any written notice of proceedings relating to the revocation or
modification of any Material Permit. 
  

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 (s) Transactions With Affiliates and Employees. Except as set forth in SEC Reports filed at least ten
days prior to the date hereof, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (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 entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. 
 (t) Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient 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. 
 (u)
Sarbanes-Oxley Act. The Company is in compliance with applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the Commission thereunder in effect as of the date of this Agreement, except where
such noncompliance could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. 
 (v) Tax Returns
and Payments. The Company has filed all tax returns required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company on or before the Closing, have been
paid or will be paid prior to the time they become delinquent. The Company has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. 
 (w) Intellectual Property. 
 (i) To the best
of its knowledge the Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as
now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. 
  

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 (ii) The Company has not received any communications alleging that the Company has violated by
conducting its business as presently proposed, or would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor is the Company aware of any basis
therefore. 
 3.02 Representations and Warranties of the Purchaser. Purchaser hereby represents and warrants to the Company as follows:

 (a) Organization; Authority. Purchaser is an entity duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and
thereunder. The purchase by Purchaser of the Shares hereunder has been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes the valid and binding
obligation of Purchaser, enforceable against it in accordance with its terms. 
 (b) Investment Intent. Purchaser is acquiring the Shares for
investment purposes only and not with a view to or for distributing or reselling such Shares or any part thereof. 
 (c) Purchaser Status. At
the time Purchaser was offered the Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. 
 (d) Experience of Purchaser. Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the
Shares, and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. 
 ARTICLE IV. 
 OTHER AGREEMENTS OF THE PARTIES

 4.01 Transfer Restrictions. 
 (a) Shares may only be disposed of pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any
applicable state securities laws. In connection with any transfer of Shares other than pursuant to an effective registration statement or to the Company, except as otherwise set forth herein, the Company may require the transferor to provide to the
Company an opinion of counsel selected by the transferor, the form and substance of which opinion of counsel shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration under the Securities Act.

  

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 (b) The Purchaser agrees to the imprinting, so long as is required by this Section 4.1(b), of the
following legend on any certificate evidencing Shares: 
 “THESE SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) NOR HAVE THEY BEEN REGISTERED OR QUALIFIED WITH THE SECURITIES COMMISSION OF ANY STATE, 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
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.” 
 4.02 Furnishing of Information. As long as Purchaser owns Shares,
the Company agrees to use its reasonable best efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act. As long as Purchaser owns Shares, if the Company is not required to file reports pursuant to such laws, it will use its reasonable best efforts to prepare and furnish to the Purchaser and make publicly available in accordance with paragraph
(c) of Rule 144 such information as is required for the Purchaser to sell the Shares under Rule 144. The Company further agrees that it will use its reasonable best efforts to take such further action as any holder of Shares may reasonably
request to satisfy the provisions of Rule 144 applicable to the issuer of shares relating to transactions for the sale of Shares pursuant to Rule 144. 
 4.03 Integration. The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Purchaser. 
 4.04 Securities Laws Disclosure; Publicity. The Company shall, promptly after the Closing Date, issue a press release in the form of Schedule 4.4
disclosing all material terms of the transactions contemplated hereby. Promptly after the Closing Date the Company shall file a Current Report on Form 8-K with the Commission (the “8-K Filing”) describing the terms of the transactions
contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, in the form required by the Exchange Act. 
  


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 4.05 Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder to
reduce its outstanding balance on its revolving credit facility with its senior lender. 
 4.06 Board of Directors. The Company agrees to
increase the size of its Board of Directors and appoint one designee of the Purchaser to the Board promptly after the Closing. 
 ARTICLE V.

 CONDITIONS 
 5.01 Conditions
Precedent to the Obligations of the Purchaser. The obligation of Purchaser to acquire Shares at the Closing is subject to the satisfaction or waiver by Purchaser, at or before the Closing, of each of the following conditions: 
 (a) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects
as of the date (except for those that speak as of a specific date) when made and as of the Closing as though made on and as of such date; 
 (b) Performance. The Company and Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with
by it at or prior to the Closing; 
 (c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and 
 (d) No Suspensions of Trading in Common Stock. Trading in the Common Stock shall not have been suspended by the Commission. 
 5.02 Conditions Precedent to the Obligations of the Company. The obligation of the Company to sell Shares at the Closing is subject to the satisfaction
or waiver by the Company, at or before the Closing, of each of the following conditions: 
 (a) Representations and Warranties. The
representations and warranties of the Purchaser contained herein shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date; and 
 (b) Performance. The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by the Purchaser at or prior to the Closing. 
  

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 (c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 
 ARTICLE VI. 
 MISCELLANEOUS 
 6.01 Termination. This Agreement may be terminated by the Company or Purchaser, by written notice to the other parties, if the Closing has not been
consummated by the fifteenth (15) day following the date of this Agreement; provided that no such termination will affect the right of any party to sue for any breach by the other party (or parties). 
 6.02 Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other
expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the
issuance of the Shares. 
 6.03 Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the
entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules. At or after the Closing, and without further consideration, the Company will execute and deliver to the Purchaser such further documents as may be reasonably requested in order to give practical effect to the intention of the
parties under the Transaction Documents. 
 6.04 Notices. Any and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified on the signature
pages of this Agreement prior to 3:00 p.m. (Florida time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section
on a day that is not a Business Day or later than 3:00 p.m. (Florida time) on any Business Day, (c) the Business Day following the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the
party to whom such notice is required to be given. The addresses and facsimile numbers for such notices and communications are those set forth on the signature pages hereof, or such other address or facsimile number as may be designated in writing
hereafter, in the same manner, by any such Person. 
 6.05 Amendments; Waivers. No provision of this Agreement may be waived or amended
except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom 
  

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 enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to
exercise any right hereunder in any manner impair the exercise of any such right. 
 6.06 Construction. The headings herein are for
convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 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. 
 6.07 Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. 
 6.08 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. 
 6.09 Governing Law; Venue; Waiver Of Jury
Trial. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA. THE COMPANY AND PURCHASER HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE COUNT OF BROWARD FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR PURCHASER HEREUNDER, 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 WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR PURCHASER, ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH
SUIT, 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 MANNER PERMITTED BY LAW. THE COMPANY AND PURCHASER HEREBY WAIVE ALL RIGHTS TO A
TRIAL BY JURY. 
  

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 6.10 Survival. The representations, warranties, agreements and covenants contained herein shall survive
the Closing and the delivery and/or exercise of the Shares, as applicable. 
 6.11 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that all parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof. 
 6.12 Severability. If any provision of this Agreement is
held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and
enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement. 
 6.13 Replacement of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefore, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if
requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares. 
 [SIGNATURE PAGES TO FOLLOW] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above. 
  

			
	DREAMS, INC.
		
	By:	 	 /s/ Ross Tannenbaum

	Name:	 	Ross Tannenbaum
	Title:	 	Chief Executive Officer


  

	
	 Address for Notice:
 Two South University Drive, Suite
325
 Plantation, Florida 33324
 Facsimile No. (954)
475-8785
 Telephone No. (954) 377-0002
 Attention: David
Greene

	
	 With a copy to:
 Arnstein & Lehr LLP

200 East Las Olas Boulevard, Suite 1700
 Fort Lauderdale, Florida
33301
 Facsimile No. (954) 713-7700
 Telephone No.
(954) 713-7600
 Attention: Joel D. Mayersohn, Esq.



 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 
 SIGNATURE PAGE FOR PURCHASER FOLLOWS] 
  

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	THE FROST GROUP, LLC
		
	By:	 	 /s/ Steven D. Rubin

	Name:	 	 Steven D. Rubin

	Title:	 	 Vice President

	Number of Shares: 30.769,231
	
	Address for Notice:
	4400 Biscayne Boulevard, 15th
Floor
	Miami, Florida 33137
	Facsimile No. __________________________________________
	Telephone No. __________________________________________
	Attention:__________________________________________
	
	With a copy to:
	  

	  

	Facsimile No.__________________________________________
	Telephone No.__________________________________________
	Attention:_________________________________________________


  

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