AND PARENT WRITTEN
CONFIRMATION THAT THE NOTE HELD BY GAFFNEY IS PAID IN FULL AND WILL RETURN THE
ORIGINAL NOTE TO EEC FOR CANCELLATION.
4.
AMENDMENTS TO THE NOTES.
ON THE CLOSING DATE, EEC AND THE
NOTEHOLDERS WILL AMEND THE NOTES BY EXECUTING AND DELIVERING AN AMENDMENT NO. 2
TO SUBORDINATED CONTINGENT SECURED PROMISSORY NOTE ("AMENDMENT NO. 2")
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A AS IT MAY BE MODIFIED
PRIOR TO THE CLOSING DATE BY MUTUAL AGREEMENT OF THE PARTIES THERETO.
5.
SUBSTITUTION OF COLLATERAL.
ON THE CLOSING DATE, THE NOTEHOLDERS
AND GAFFNEY WILL RELEASE 2008 COLLATERAL AND THE 2008 SECURITY AGREEMENT WILL
TERMINATE, AND WILL EXECUTE AND DELIVER WHATEVER DOCUMENTS OR INSTRUMENTS ARE
REASONABLY REQUIRED BY EEC AND PARENT IN CONNECTION WITH THE RELEASE OF THE 2008
COLLATERAL.
ON THE CLOSING DATE, EACH OF THE SUBSIDIARIES WILL GRANT A
SUBORDINATED SECURITY INTEREST TO THE NOTEHOLDERS IN THE ASSETS OF THE
SUBSIDIARIES AS SUBSTITUTE COLLATERAL (THE "2010 COLLATERAL") AS SET FORTH IN AN
AMENDED AND RESTATED SECURITY AGREEMENT (THE "2010 SECURITY AGREEMENT")
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B AS IT MAY BE MODIFIED
PRIOR TO THE CLOSING DATE BY MUTUAL AGREEMENT OF THE PARTIES THERETO.
6.
SALE OF PARENT, EEC OR SUBSIDIARIES.
(A)
IN THE EVENT THAT
PARENT, EEC OR ANY OF THE SUBSIDIARIES OR ANY OF THE ASSETS OF THE SUBSIDIARIES
(OTHER THAN ASSETS OF THE SUBSIDIARIES SOLD IN THE ORDINARY COURSE OF BUSINESS)
IS PROPOSED TO BE SOLD, INCLUDING BY WAY OF STOCK SALE, MERGER OR OTHERWISE, THE
PARENT SHALL PROVIDE NOTICE TO EACH OF THE NOTEHOLDERS OF SUCH PROPOSED SALE
PROMPTLY AND TO THE EXTENT POSSIBLE AT LEAST THIRTY (30) DAYS PRIOR TO THE
CONSUMMATION THEREOF AND IN NO EVENT LESS THAN FOURTEEN (14) DAYS PRIOR TO SUCH
CONSUMMATION.
(B)
IN THE EVENT THAT PARENT DIRECTLY OR THROUGH A SUBSIDIARY RAISES
SUBSTANTIAL CAPITAL THROUGH A MERGER WITH AN ENTITY HAVING CASH ON HAND OR AN
EQUITY RAISE, THEN PARENT SHALL USE A PERCENTAGE OF THE NET PROCEEDS OF SUCH
CAPITAL RAISE TO PAY DOWN THE NOTES, SUCH PERCENTAGE TO BE MUTUALLY AGREED UPON
BY THE PARTIES.
7.
ACKNOWLEDGMENTS RELATED TO THE NOTES.
EACH OF EEC AND EACH
NOTEHOLDER ACKNOWLEDGES AND AGREES THAT
(A)
THAT THE SECOND DEFERRED PURCHASE PRICE PAYMENT IS IN THE AMOUNT
OF $1,724,833.95 AND THAT (I) SAID AMOUNT IS AND SHALL BE DEEMED EARNED BY THE
NOTEHOLDERS AND GAFFNEY, (II) THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES SHALL
BE INCREASED TO INCLUDE THE AMOUNT OF THE SECOND DEFERRED PURCHASE PRICE PAYMENT
($1,724,833.95); AND (III) BY THE EXECUTION AND DELIVERY OF THIS MASTER
AGREEMENT BY THE PARTIES HERETO, THE 2008 PURCHASE AGREEMENT SHALL BE DEEMED
AMENDED AS PROVIDED IN THIS SECTION 7(A);
(B)
UPON PAYMENT OF THE CLOSING PAYMENT AMOUNT, THE INTEREST RATE
PAYABLE ON THE NOTES WILL BE THE PRIME RATE AS REPORTED IN THE WALL STREET
JOURNAL PLUS 1%, AND WILL NO LONGER BE DOUBLED, AS SET FORTH IN SECTION 1 OF THE
NOTE (AS AMENDED);