exhibit 2. 1 * * * confidential treatment has been requested with respect to certain portions of this exhibit. omitted portions have been filed separately with the securities and exchange commission. master agreement by and between • stefano lodigiani, an italian citizen, born in piacenza ( pc ) on [ * * * ], with residence in [ * * * ] ; • claudio marcassa, an italian citizen, born in varese, on [ * * * ], with residence in [ * * * ] ; • nomec 92 s. r. l., an italian corporation, with registered office in venegono superiore ( va ), via g. cesare 39, registered in the companies register of varese, c. f. / vat # # # - # # # - # # # #, with a capital of euro 100, 000. 00, fully paid in, represented in this act by mr. enrico talamona in his capacity as chairman of the board of directors of the company duly authorized by virtue of the minutes of the board of directors of november 18, 1996 and confirmed by virtue of the minutes of the board of directors of march 31, 2003 ( hereinafter referred to as “ nomec ” ) ; • greencube s. r. l. an italian corporation, with registered office in seren del grappa ( bl ), via industries 18, registered in the companies register of belluno c. f. / vat 01104760259 with a capital of euro 10, 000. 00 of which euro 2, 500. 00 paid in, represented in this act by mr. michele de biasi in his capacity as president of the board of directors of the company duly authorized by virtue of the by - laws ( hereinafter referred to as “ greencube ” ) ; ( all the aforementioned, hereinafter also collectively referred to as “ purchasers ” ) ; - of the one part – and [ * * * ] - confidential portions of this document denoted by [ * * * ] have been redacted and filed separately with the securities and exchange commission. • orange 21 inc., a delaware corporation, with a registered office in delaware at the corporation trust company, 1209 orange street, wilmington, county of new castle, state of delaware, 19801, represented in this act by mr. angus stone douglass, in his capacity as the