Common use of Closing; Delivery Clause in Contracts

Closing; Delivery. (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The purchase Subject to the terms and sale conditions of this Agreement and the closing conditions set forth in Section 5.1, the funding of the Series C-1 Preferred Stock by the Investors Initial Loan and the issuance of the Series C-2 Warrants Initial Note shall take place at remotely via the offices exchange of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., documents and signatures on the date of this Agreementfirst set forth above, or at such other date, time or date and place as the Company and the Investors Velocitas mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “First Closing”), upon . At the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminatesFirst Closing, the Prior Agreement Company shall be reinstated in its entirety and shall be in full force and effectissue the Initial Note to Velocitas against payment of the Initial Loan Amount, with payment of the Initial Loan Amount having been made by wire transfer to a bank account designated by the Company. (b) Subject to the terms and conditions of this Agreement and the closing conditions set forth in Section 5.2, the funding of the Second Loan and the issuance of the Second Note shall take place remotely via the exchange of documents and signatures on the date one-month anniversary of the date set forth above, or at such other date and place as the Company and Velocitas mutually agree upon, orally or in writing (which time and place are designated as the “Second Closing”; together with the First Closing, the “Closings” and each, a “Closing”). At the Second Closing, the Company will deliver shall issue the Second Note and the Warrant to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing Velocitas against payment of the purchase price thereforSecond Loan Amount, with payment of the Second Loan Amount having been made by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon a bank account designated by the Company. In addition, at the event Second Closing, the Company shall issue (i) the Preferred Shares to the Purchasers that number of Preferred Shares set forth opposite such Purchaser’s name on Exhibit A as amended pursuant to Section 1.3, against payment by an Investor is madesuch Purchaser of the Purchase Price payable with respect to such Preferred Shares, in whole or in part, with payment of the Purchase Price having been made by cancellation of indebtedness, then such Investor shall surrender wire transfer to a bank account designated by the Company and (ii) the Assignment Shares to Velocitas in consideration for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form execution and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion delivery of the Stock shall be hereinafter referred to as the “SecuritiesVelocitas Subdistributor Assignment.”

Closing; Delivery. (a) The purchase and sale of the Series C-1 Preferred Stock by Shares (the Investors and the issuance of the Series C-2 Warrants “Closing”) shall take place at remotely via the offices exchange of ▇▇▇▇▇▇documents and signatures, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on within two (2) Business Days after all closing conditions set forth in Sections 5 and 6 are satisfied or waived (other than those to be satisfied at the date of this AgreementClosing itself), or at such other date, time or and place as the Company Seller and the Investors Purchaser mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “ClosingClosing Date”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At The Seller shall deliver, or cause to be delivered, the following to the Purchaser at or prior to the Closing: (i) certificates for the Shares, duly endorsed in blank or accompanied by transfer powers duly endorsed in blank; (ii) an affidavit issued to the Purchaser by an officer of the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock as required by Treasury Regulation Section 1.1445-2(c)(3) certifying that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company has not been a United States real property holding corporation (as the term is defined in accordance with the Company’s written instructions, (cCode and the Treasury Regulations promulgated in connection therewith) cancellation of indebtedness owed by at any time during the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at five year period ending on the Closing any evidence of indebtedness or shall execute an instrument of cancellation Date in form and substance acceptable reasonably satisfactory to the Purchaser; (iii) a certificate from the Secretary of the Company certifying the articles of incorporation and bylaws of the Company. The shares ; (iv) a certificate confirming the good standing of Series C-1 Preferred Stock issued the Company in its jurisdiction of formation; (v) letters of resignation in the name of and executed by each member of the board of directors of the Company and each officer of the Company resigning his or her position as a director and/or officer of the Company effective as of the Closing Date; (vi) a DEA Power of Attorney for the Company, duly executed by the Seller and duly notarized, in substantially the form attached hereto as Exhibit A (the “Power of Attorney”); (vii) a notification letter from the Company regarding its National Council for Prescription Drugs Program provider number and its National Provider Identifier number, each duly executed by the Seller and duly notarized, in substantially the form attached hereto as Exhibit B (the “Pharmacy Letter”); (viii) written confirmation that it has executed and delivered, or cause to be delivered, to the Investors California Department of Health Care Services a Medi-Cal Successor Liability with Joint and Several Liability Agreement, in substantially the form attached hereto as Exhibit F (the “Joint and Several Liability Agreement”), pursuant to which the Purchaser accepts joint and several liability for all debts arising from the Company’s existing Medi-Cal participation agreement; (ix) the Escrow Agreement, duly executed by the Seller and Escrow Agent; (x) a spousal consent, duly executed by the spouse of the Seller, in substantially the form attached hereto as Exhibit G; and (xi) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Seller at or prior to the Closing Date pursuant to this Agreement shall be hereinafter referred to or otherwise reasonably required in connection herewith, including all such other instruments as the “StockPurchaser or its counsel may reasonably request in connection with the purchase of the Shares contemplated hereby.” (c) The StockPurchaser shall deliver, or cause to be delivered, the Series C-2 Warrants, following to the Warrant Stock, and Seller at or prior to the Common Stock issuable upon conversion Closing: (i) the portion of the Stock shall Purchase Price payable at the Closing pursuant to Section 1.1(b)(i); (ii) a certificate confirming the good standing of the Purchaser in its jurisdiction of formation; (iii) the Power of Attorney, duly executed by the Purchaser; (iv) written confirmation that it has executed and delivered, or cause to be hereinafter referred delivered, to as the California Department of Health Care Services the Joint and Several Liability Agreement; (v) written confirmation that it has executed and delivered, or cause to be delivered, at least two (2) days prior to the Closing Date a Medi-Cal participating pharmacy provider application; (vi) written confirmation that it has executed and delivered, or cause to be delivered, at least sixty (60) days prior to the Closing Date a full change of ownership application with the California Department of Consumer Affairs Board of Pharmacy (the “SecuritiesBoard of Pharmacy”); (vii) the Escrow Agreement, duly executed by the Purchaser; and (viii) such other agreements, consents, documents, instruments and writings as are reasonably required to be delivered by the Purchaser at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith.”

Closing; Delivery. (ai) The purchase and sale of the Series C-1 Preferred Stock by Notes (the Investors and the issuance of the Series C-2 Warrants “Closing”) shall take place at the offices of DLA Piper LLP (US), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on as soon as practicable after such date that each of the date of this Agreementconditions set forth in Sections 4 and 5 hereof is satisfied or waived, or on such other date, time or date and at such other place as the Company and the Investors mutually parties hereto may agree upon, orally or upon in writing following satisfaction of (the conditions in Section 4 (date on which time and place are designated the Closing occurs is referred to herein as the “ClosingClosing Date”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (bii) At the Closing, the Company will shall deliver or caused to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable be delivered to the Purchasers: (1) the Notes executed by the Company; (2) the Security Agreement and Subordination Agreement executed by the Company; (3) such instruments, (b) wire transfer certificates or documents as reasonably requested by the Purchasers in order to perfect the Company Purchasers’ second position security interest in the Company’s assets, in accordance with the Security Agreement, executed by the Company; (4) a certificate of the Chief Executive Officer of the Company certifying the accuracy of the Company’s written instructionsrepresentations and warranties as of the Closing; and (5) a certificate of the Secretary of the Company certifying the authority of the officer executing this Agreement and all agreements and other documents ancillary hereto and contemplated hereby, including the Notes, the Security Agreement and the Subordination Agreement (ccollectively, the “Loan Documents”). (iii) cancellation of indebtedness At the Closing, the Purchasers shall pay the Purchase Price for the Notes, less any fees, expenses or other amounts owed to Purchasers from the Company under Section 6(h) hereof, by wire transfer in immediately available funds to a bank designated by the Company and shall deliver or cause to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender be delivered to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form Security Agreement and substance acceptable to Subordination Agreement executed by the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “StockPurchasers.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The initial purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants Shares shall take place remotely via the exchange of documents and signatures, at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m.10 A.M., on the date of this AgreementJanuary , 2007, or at such other date, time or and place as the Company and the Investors Purchasers mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Initial Closing”), upon provided that at least 2,000,000 Shares must be sold in order to consummate the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in Initial Closing. In the event this Agreement terminatesthere is more than one closing, the Prior Agreement term “Closing” shall be reinstated in its entirety and shall be in full force and effectapply to each such closing unless otherwise specified. (b) At the each Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock Purchaser a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that Shares being purchased by such Investor is purchasing Purchaser at such Closing against payment of the purchase price therefor, therefor by (a) delivery of a bank cashier’s check payable to the Company, (b) by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company in accordance with the Company’s written instructionsto Purchaser, or by any combination of such methods. (c) cancellation of indebtedness owed by After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The 505,885 additional shares of Series C-1 A Preferred Stock issued (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”) of the then outstanding Shares, provided that (i) such subsequent sale is consummated prior to 90 days after the Initial Closing, (ii) each Additional Purchaser shall become a party to the Investors pursuant Transaction Agreements (as defined below), by executing and delivering a counterpart signature page to each of the Transaction Agreements, and (Ili) that the aggregate number of shares of Series A Preferred Stock sold at all Closings shall not exceed 2,529,425. Exhibjt A to this Agreement shall be hereinafter referred updated to as reflect the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, number of Additional Shares purchased at each such Closing and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securitiesparties purchasing such Additional Shares.”

Closing; Delivery. (ai) The purchase and sale of the Series C-1 Preferred Stock by the Investors Notes and the issuance of the Series C-2 Warrants shall take place at remotely by the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement at 10:00 a.m., on January , 2020, or in such other manner or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing, unless otherwise specified herein. (ii) At each Closing, the Company shall deliver to each Purchaser the Note and Warrant to be purchased by such Purchaser against (1) payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank designated by the Company or by cancellation of existing indebtedness owed to Purchaser in accordance with Section 1(b)(vi) below, (2) delivery of counterpart signature pages to this Agreement, the Note and the Warrant, and (3) delivery of a validly completed and executed IRS Form W-8BEN/W- 8BEN-E, IRS Form W-9 or similar form, as applicable, establishing such Purchaser’s exemption from withholding tax, which forms are attached to this Agreement as Exhibit D. (iii) Until the earlier of (A) such time as the aggregate amount of principal indebtedness evidenced by the Notes equals a total of $2,500,000, or (B) the date 60 days from the Initial Closing (or such greater amount than set forth in in the preceding clause (A) or later date than set forth in the preceding clause (B) or both, as the Company in its sole discretion shall determine), the Company may sell additional Notes and Warrants to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes and Warrants; provided, however, that if the Closing does not occur on or before November 17any Purchaser of less than $1,000,000 in principal amount of Notes who is a Competitor (as defined below) must be approved by NuVasive, 2011Inc., a Delaware corporation (“NuVasive”). If a Purchaser purchases more than one note under this Agreement shall terminate in its entiretyAgreement, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery shares issuable upon exercise of a bank cashierPurchaser’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement Warrants shall be hereinafter referred to as based on the “Stock.” The Stock, total aggregate principal amount of all Notes purchased by such Purchaser. All such sales shall be made on the Series C-2 Warrants, the Warrant Stockterms and conditions set forth in this Agreement. For purposes of this Agreement, and the Common Stock issuable upon conversion of the Stock all other agreements contemplated hereby, any additional purchaser so acquiring Notes and Warrants shall be hereinafter referred deemed to as the be a “Purchaser” for purposes of this Agreement, and any notes and warrants so acquired by such additional purchaser shall be deemed to be “Notes,” “Warrants” and “Securities” as applicable. For purposes of this Agreement, “Competitor” means a third party engaged in the development, manufacture, sale, marketing or promotion of any spine product.”

Closing; Delivery. (a) The purchase and sale closing of the Series C-1 Preferred Stock transactions contemplated by Section 1.1 hereof, except the payment by the Investors and the issuance Purchaser of a portion of the Series C-2 Warrants Purchase Price as set forth in Section 1.2(c) below (the “Closing”) shall take place at the offices of ▇Skadden, Arps, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong -2- Kong, as soon as possible, but in no event later than five (5) Business Days after fulfillment or waiver, if permissible, of each of the conditions set forth in Articles 5 and 6 (other than those conditions which are to be satisfied only at Closing), or at such other time and date as the Seller and the Purchaser mutually agree in writing (the “Closing Date”). (b) On the Closing Date, the Seller shall deliver to the Purchaser: (i) one or more original certificates representing the Sale Shares, which Sale Shares shall be free and clear of all Liens; (ii) the original instruments of transfer in favor of the Purchaser of the Sale Shares substantially in the form attached hereto as Exhibit A and such other documents as are required under the laws of the Cayman Islands in order to effect the transfer of the Sale Shares contemplated herein; (iii) the original option termination agreements (the “Option Termination Agreements”) dated the Closing Date with each of Mr. ▇▇▇ ▇▇▇▇ LLP, ▇▇▇ and Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., each in the form attached hereto as Exhibit B; (iv) the original escrow agreement on terms reasonably acceptable to the date Seller and the Purchaser (the “Escrow Agreement”) dated the Closing Date duly executed by the Seller; and (v) all necessary authorization approving the execution and delivery of this Agreement, or such other date, time or place as the Company Agreement and the Investors mutually agree upon, orally or in writing following satisfaction performance of all obligations of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effectSeller hereunder. (bc) At On the ClosingClosing Date, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by Purchaser shall: (ai) delivery of a bank cashier’s check payable pay to the Company, (b) Seller an amount equal to US$49,605,857 by wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed a bank account designated by the Company Seller at least three (3) Business Days prior to the InvestorClosing; (ii) pay to the Seller an amount equal to US$18,459,857 (the “Escrow Amount”) by wire transfer to an escrow account designated pursuant to the Escrow Agreement, or (d) any combination and such amount shall be released by the escrow agent on the second anniversary of the foregoing or any other consideration agreed upon Closing Date (the “Final Payment Date”) to the Seller on the terms and conditions of the Escrow Agreement; and (iii) deliver to the Seller the original Escrow Agreement dated the Closing Date duly executed by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “StockPurchaser.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The purchase and sale Subject to the provisions of Section 1.2(b), the closing of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants transactions contemplated hereby shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m.12:00 p.m., on the date of this AgreementJuly 11, 2012 or at such other date, time and place or place at such additional times as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 determines appropriate (which each such time and place are designated as the “Closing” and the “Closing Date”). At the Closing, each Purchaser shall deliver by check, or by wire transfer of immediately available funds to the address or to the bank account designated in writing by the Company, the aggregate purchase price amount set forth opposite such Purchaser’s name on Exhibit A, and, upon receipt of such funds, the physical or electronic exchange among Company shall issue to such Purchaser, and record in the parties register of members of the Company such Purchaser’s ownership of, that number of Shares set forth opposite such Purchaser’s name on Exhibit A. (b) Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the proceeds to the Company resulting from the issuance of Shares pursuant to this Agreement will be less than USD$2,500,000, the Company may determine a later date on which the Closing shall take place, which such later date shall be the “Closing Date” for all purposes hereunder and their counsel of all documents and deliverables required under this Agreementany other Transaction Document; provided, however, that if the Closing does shall not occur have occurred within 60 days following the date specified in Section 1.2(a) above, this Agreement may be terminated by the Company upon the delivery of written notice to the Purchasers, or by any Purchaser (with respect to such Purchaser) by delivery of written notice to the Company. (c) The Company shall adopt and file with the Registrar of Companies in the Cayman Islands on or before November 17, 2011, this the Closing Date the Amended and Restated Memorandum of Association (the “Restated Memorandum”) and the Amended and Restated Articles of Share Purchase Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number 1 Confidential Association of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation form of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant Exhibit B attached to this Agreement shall be hereinafter referred to as (the “StockRestated Articles”).” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The Subject to the compliance with the conditions set forth in Section 4 and 5, the initial purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance 38,732,394 Shares shall take place immediately upon filing of the Series C-2 Warrants Certificate with the Secretary of State of the State of Delaware (the “Initial Closing”). (b) Subject to the compliance with the conditions set forth in Section 4 and 5, the second purchase and sale of 35,211,268 Shares shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco▇▇▇ ▇▇▇▇, California 94105 ▇▇▇ ▇▇▇▇ via the exchange of documents and signatures, at 10:00 a.m.11:00 a.m, New York time, on the date later of this Agreement(i) July 16, 2009 or (ii) five days following the filing of the Certificate with the Secretary of State of the State of Delaware, or at such other date, time or and place as the Company and the Investors Purchaser mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Subsequent Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17Purchaser, 2011in addition to any other rights of Purchaser set forth herein, shall have no obligation to purchases the Shares pursuant to this Section 1.3(b) unless the Purchaser has determined, in its sole discretion, prior to such investment, that the Company has been operating the Company’s business in accordance with the budget attached hereto as Exhibit C (the “Budget”), which Budget has been approved by the Company and the Purchaser as of the date of this Agreement shall terminate in its entirety, provided further that in (the event this Agreement terminates, Initial Closing and the Prior Agreement Subsequent Closing shall be reinstated in its entirety and shall be in full force and effectcollectively referred to herein as the “Closings.”) (bc) At the each Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock the Purchaser a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that Shares being purchased by the Purchaser at such Investor is purchasing Closing against payment of the purchase price therefor, therefor by (a) delivery of wire transfer to a bank cashier’s check payable to account designated by the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) by cancellation or conversion of indebtedness owed by of the Company to the InvestorPurchaser, or (d) by any combination of such methods. Without limiting the foregoing or any other consideration agreed upon by generality of the Company. In the event that payment by an Investor is madeforegoing, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The StockInitial Closing, the Series C-2 Warrants, Purchaser shall deliver the Warrant Stock, and original Note as consideration for the Common Stock issuable upon conversion of Shares issued at the Stock shall be hereinafter referred to as the “SecuritiesInitial Closing.”

Closing; Delivery. (a) The purchase and sale Subject to the satisfaction or waiver of the Series C-1 Preferred Stock by the Investors terms and conditions of this Agreement, the issuance of the Series C-2 Shares or Prefunded Warrants in lieu of Shares shall take place remotely via the exchange of documents and signatures at such time following the offices satisfaction or waiver of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of all conditions set forth in this Agreement, or such other date, time or place Agreement as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “"Closing”" and such date, the "Closing Date"), upon ; provided that in no event shall the physical or electronic exchange among Closing occur later than the parties and their counsel fifth (5th) day on which the principal trading market for the Common Shares is open for trading (a "Trading Day") after the date of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) . At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate Securities shall be issued and registered in the name of each Investor, or in such nominee name(s) as designated by such Investor’s name , representing the number of Series C-1 Preferred Stock that Securities to be purchased by the Investor at such Investor is purchasing Closing as set forth on each such Investor's signature page to this Agreement, in each case against payment to the Company of the purchase price therefortherefor (the "Aggregate Subscription Amount") in full, by in the form of native tokens of the Zero Gravity (a0G) delivery blockchain (the "Tokens" and each a "Token"), no later than two (2) Business Days following receipt of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed escrow account instructions provided by the Company to the Investor, or (d) any combination Investors. The Investor acknowledges and agrees that the Fair Market Value of each Token will be deemed to be US$3.00 in accordance with the foregoing or any other consideration valuation mutually agreed upon by the CompanyCompany and the Investors. "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. On the Closing Date, the Company will cause (A) the transfer agent of the Company (the "Transfer Agent") to issue the Shares in book-entry form, free and clear of all restrictive and other legends (except as expressly provided for under this Agreement) and the Company shall provide evidence of such issuance from the Transfer Agent as soon as reasonably practical following the Closing Date to each Investor and (B) deliver to such Investor (or such Investor's designated custodian per its delivery instructions), or in such nominee name(s) as designated by such Investor, certificated Prefunded Warrants exercisable for the number of Warrant Shares as set forth on each such Investor's signature page to this Agreement. In the event that payment the Closing has not occurred within one (1) Business Day after the expected Closing Date, unless otherwise agreed by an the Company and such Investor, the Company shall promptly (but no later than one (1) Business Day thereafter) return the previously wired Aggregate Subscription Amount to each respective Investor is madeby return the previously transferred Tokens to each respective Investor by transfer to the custodian wallet account specified by each such Investor, in whole and any book entries for the Securities or in partcertificates representing the Securities shall be deemed cancelled; provided that, by cancellation unless this Agreement has been terminated pursuant to Section 5.12, such return of indebtedness, then Tokens shall not terminate this Agreement or relieve such Investor shall surrender of its obligation to purchase, or the Company for cancellation of its obligation to issue and sell, the Securities at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “StockClosing.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) 1.4.1. The purchase issuance and sale of the Series C-1 Preferred Stock Investment Shares, the purchase thereof by the Investors Purchasers, the issue of the Conversion Shares to the SAFE Holders, and the issuance registration of the Series C-2 Warrants Purchased Shares in the names of the Investors in the share register of the Company, shall take place at remotely via the offices exchange of ▇▇▇▇▇▇documents and signatures, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on within 3 business days of the date execution of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 Agreement by all parties hereto (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties at such other date, time and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement place as shall be reinstated in its entirety mutually agreed upon by the Company and shall be in full force and effecteach of the Investors. (b) 1.4.2. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.4.3. At Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock a certificate the Investors: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in such Investorthe name of each of the Investors, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting of the Company’s name representing shareholders, substantially in the number forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of Series C-1 Preferred Stock that such Investor is purchasing this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the purchase price Purchase Price therefor, by (a) delivery of a bank cashier’s check payable to the Company, ; (b) wire approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Investors executing this Agreement; and (d) authorizing and approving a grant of additional options under the Company’s option plan as an adjustment due to the allocation of shares as a result of the Agreement. 1.4.4. At the Closing, each Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Price, by wire transfer in accordance with the Company’s written instructions, (c) cancellation wire instructions or such other form of indebtedness owed payment as is mutually agreed by the Company and each Purchaser. Notwithstanding anything to the Investor, or (d) any combination contrary herein and in addition to the purchasing of the foregoing or any other consideration agreed upon by Purchased Shares, the Company. In the event Parties hereby agree that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor Medigus shall surrender to purchase 156,566 Ordinary Shares from the Company in exchange for cancellation at the Closing any evidence [169,920 ] restricted ordinary shares, with no par value, of indebtedness or shall execute an instrument Medigus, free and clear of cancellation in form all mortgages, deeds of trust, pledges, charges, security interests, conditional sale agreement, loans and substance acceptable to the Company. The shares encumbrances and liens, represented by restricted American Depositary Shares (each representing fifteen (15) ordinary shares) of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as Medigus (each a “Medigus ADS” and collectively the “StockMedigus ADSs”).” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (ai) The purchase and sale of the Series C-1 Preferred Stock by the Investors Note and the issuance of the Series C-2 Warrants Warrant referred to in Section 1(a) shall take place simultaneously herewith at the offices of Hughes Hubbard & Reed LLP, One ▇▇▇▇▇ry ▇▇▇▇ ▇laz▇, New Yor▇, ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇(▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place nated as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “"Closing”"), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (bii) At the Closing, the Company will shall execute and deliver to the Investor the Note and the Warrant to be purchased or received by the Investor as contemplated above, the escrow agreement in the form attached hereto as Exhibit C (the "Escrow Agreement")(also executed and delivered by the Investor and the escrow agent thereunder), the security agreement in the form attached hereto as Exhibit D (the "Security Agreement")(also executed and delivered by the Investor), the pledge agreement in the form attached hereto as Exhibit E (the "Pledge Agreement")(also executed and delivered by the Investor), the subordination agreement in the form attached hereto as Exhibit F (the "Subordination Agreement") (also executed and delivered by the Investor and Wachovia Bank, National Association) and each other document or instrument to be executed in connection herewith or therewith (all of the foregoing, collectively, the "Transaction Documents"), against delivery by the Investor purchasing Series C-1 Preferred Stock of (A) the purchase price as follows: (1) a certificate registered wire transfer to the escrow agent under the Escrow Agreement in such Investor’s name representing the number amount of Series C-1 Preferred Stock that such $500,000 in accordance with the terms hereof and thereof, (2) payment to the Investor is purchasing against payment in the aggregate net amount of $109,000, consisting of (w) a closing fee in the amount of $78,000, plus (x) a structuring fee in the amount of $13,500, plus (y) a reimbursement of legal expenses in the amount of $25,000, minus (z) a prepayment in the amount of $7,500, which aggregate net amount shall be retained by the Investor from the purchase price, and (3) a wire transfer to a bank designated by the Company in the amount of the purchase price thereforcontemplated by Section 1(a) above, by less the $500,000 referred to in clause (a1) delivery of a bank cashier’s check payable above and the $109,000 referred to the Companyin clause (2) above, and (bB) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor such documentation as is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors required pursuant to this Agreement shall be hereinafter referred to as the “StockAgreement.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The initial purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants Shares shall take place at remotely via the offices exchange of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., documents and signatures on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 hereof (which time and place are designated as the “Initial Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in . In the event this Agreement terminatesthere is more than one closing, the Prior Agreement term “Closing” shall be reinstated in its entirety and shall be in full force and effectapply to each such closing unless otherwise specified. (b) At the Initial Closing, the Company will shall deliver (i) to IDEX a certificate representing the Shares being purchased by Ideanomics, Inc., a Nevada corporation ( “IDEX”).at the Closing against (A) a payment of Two Million Eight Hundred Seventy-Six Thousand Four Hundred Thirty One Dollars ($2,876,431) by wire transfer to a bank account designated by the Company; (B) the delivery of all of the issued and outstanding capital stock (the “Grapevine Shares”) of Grapevine Logic, Inc., a Delaware corporation (“Grapevine”), to the Company; and (iii) the delivery of 105,932 shares of issued and outstanding capital stock of IDEX (the “IDEX Shares”), to the Company and (ii) the Company shall deliver to each Investor purchasing Series C-1 Preferred Stock other Purchaser participating in the Initial Closing a certificate registered in such Investor’s name representing the number Shares being purchased by such purchaser at the Closing against the Simple Agreement for Future Equity (each, a “SAFE”) of Series C-1 Preferred Stock the Company held by such Purchaser as set forth in Exhibit A. Each Purchaser who is a holder of a SAFE of the Company being cancelled in consideration of the issuance hereunder of Shares to such Purchaser hereby agrees that the entire amount owed to such Investor Purchaser evidenced by such SAFE is purchasing being tendered to the Company in exchange for the applicable Shares set forth on Exhibit A, and effective upon the Company’s and such Purchaser’s execution and delivery of this Agreement, without any further action required by the Company or such Purchaser, such SAFE and all obligations set forth therein shall be immediately deemed satisfied in full and terminated in their entirety.” (c) At each subsequent Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser at the Closing against a payment of the purchase price therefor, therefor by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed a bank account designated by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence or conversion of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion other convertible securities of the Stock shall be hereinafter referred Company to as the “SecuritiesPurchaser.”

Closing; Delivery. (ai) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants Notes shall take place at the offices of the Company, 1940 Zinfandel Drive, Suite Q, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇ ▇▇:▇▇ ▇.▇., ▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement2006, or at such other date, time or and place as the Company and the Investors Purchasers mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “"Initial Closing”"), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in . In the event this Agreement terminatesthere is more than one closing, the Prior Agreement term "Closing" shall be reinstated in its entirety and shall be in full force and effectapply to each such closing, unless otherwise specified herein. (bii) At the each Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in Purchaser the Note to be purchased by such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing Purchaser against (1) payment of the purchase price therefortherefor by check payable to the Company or by wire transfer to a bank designated by the Company or the cancellation of the Purchasers' 2005 demand notes, by (a2) delivery of counterpart signature pages to this Agreement, the Security Agreement and the Note, and (3) delivery of a bank cashier’s check payable validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser's exemption from withholding tax, which forms are attached to this Agreement as Exhibit C. Upon receipt thereof, the Company shall give its transfer agent, Holladay Stock Transfer Company, ▇▇▇▇▇▇cable instructions to issue the restricted shares representing each Purchaser's Loan Fee. (iii) Until the earlier of (A) such time as the aggregate amount of principal indebtedness evidenced by the Notes equals a total of $855,250, or (B) the date 20 days from the date hereof, the Company may sell additional Notes to such persons or entities as determined by the Company, (b) wire transfer or to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company any Purchaser who desires to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Companyacquire additional Notes. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then All such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement sales shall be hereinafter referred to as made on the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stockterms and conditions set forth in this Agreement. For purposes of this Agreement, and the Common Stock issuable upon conversion of the Stock all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be hereinafter referred deemed to be a "Purchaser" for purposes of this Agreement, and any notes and so acquired such additional purchaser shall be deemed to be "Notes" and "Securities" as the “Securitiesapplicable.”

Closing; Delivery. (ai) The purchase and sale of the Series C-1 Preferred Stock by the Investors Notes and the issuance of the Series C-2 Warrants shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 the Company at 10:00 a.m.2:00 p.m., on the date of this Agreementhereof, or at such other date, time or and place as the Company and the Investors Purchasers mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “First Closing”). In the event there is more than one closing, upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreementterm “Closing” shall apply to each such closing unless otherwise specified herein; provided, however, that if at least an aggregate of $500,000 in cash consideration must be received and closed upon by the Company on the First Closing does not occur on or before November 17date (excluding Exchanged Principal, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effectas defined below). (bii) At the each Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock Purchaser the Note and a certificate registered in Warrant to be purchased by such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against Purchaser against: (1) payment of the purchase price thereforprincipal amount of such Note, in the amount set forth next to such Purchaser’s name on Exhibit A, by (a) delivery of a bank cashier’s check payable to the Companyorder of the Company drawn on a U.S. bank, (b) wire transfer of immediately available funds to an account designated by the Company in accordance with the Company’s written instructions, or (c) cancellation the surrender of promissory notes or other instruments representing indebtedness owed by of the Company to the InvestorPurchaser, the principal amounts of which shall be exchanged dollar-for-dollar for principal amount outstanding under such Purchaser's Note (“Exchanged Principal”); (2) delivery of counterpart signature pages to this Agreement, the Note and the Warrant; (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser’s exemption from withholding tax, which forms are attached to this Agreement as Exhibit D; and (4) delivery of a validly completed and executed Certificate of Accredited Investor Status, establishing such Purchaser’s status as an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in the form is attached to this Agreement as Exhibit E (an “Investor Certification”). (iii) Until the earlier of (a) such time as the aggregate amount of principal indebtedness subject to the terms of this Agreement equals a total of $2,200,000, or such higher amount as approved by the Company’s Board of Directors, or (db) any combination of thirty (30) days following the foregoing First Closing, the Company may sell additional Notes and Warrants to such persons or any other consideration agreed upon entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes and Warrants. In All such sales shall be made on the event that payment by an Investor is made, terms and conditions set forth in whole or in part, by cancellation of indebtedness, then such Investor shall surrender this Agreement. Effective upon delivery to the Company for cancellation at of the Closing items (1) through (4) listed in Section 1(b)(ii) above by such persons or entities, any evidence of indebtedness or shall execute an instrument of cancellation in form notes and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors warrants sold pursuant to this Agreement Section 1(b) shall be hereinafter referred deemed to as the be “Stock.Notes” The Stockand “Warrants,” respectively, the Series C-2 Warrants, the Warrant Stockfor all purposes under this Agreement, and the Common Stock issuable upon conversion of the Stock any purchasers thereof shall be hereinafter referred deemed to as the be “SecuritiesPurchasers” for all purposes under this Agreement.”

Closing; Delivery. (a) The purchase purchase, sale and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants Units shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing (the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., “Initial Closing”) shall take place on the date of this Agreementfirst set forth above, or at such other date, time or place as the Company and the Investors Purchasers mutually agree upon, orally or in writing following satisfaction writing. At each Closing, the Company shall deliver to each Purchaser the Unit to be purchased by such Purchaser against payment of the conditions in Section 4 Purchase Price by (which time and place are i) check or by wire transfer to the Company’s bank account or an escrow account designated as by the “Closing”), upon Company or (ii) the physical or electronic exchange among the parties and their counsel cancellation of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effectdebt. (b) At Until the Closingearlier of (i) such time as the aggregate amount of principal indebtedness subject to the terms of this Agreement equals a total of $3,500,000 (provided that a maximum of $2,000,000 of the principal indebtedness subject to the terms of this Agreement is paid for in the form of cash consideration and not the result of the cancellation of debt), or (ii) April 30, 2014, the Company will deliver may sell additional Units in subsequent Closings to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing persons or entities as may be approved by the number Board of Series C-1 Preferred Stock that such Investor is purchasing against payment Directors of the purchase price therefor, by (a) Company. All such sales shall be made on the terms and conditions set forth in this Agreement. Effective upon delivery of a bank cashier’s check payable an executed copy of this Agreement by such persons or entities, any notes sold pursuant to the Companythis Section 1.2(b) shall be deemed to be “Notes” for all purposes under this Agreement, (b) wire transfer to the Company in accordance with any shares of the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors common stock sold pursuant to this Agreement Section 1.2(b) shall be hereinafter referred deemed to as the be “Common Stock.” The Stock, the Series C-2 for all purposes under this Agreement and any warrants sold pursuant to this Section 1.2(b) shall be deemed to be “Warrants, the Warrant Stock” for all purposes under this Agreement, and the Common Stock issuable upon conversion of the Stock any purchasers thereof shall be hereinafter referred deemed to as the be “SecuritiesPurchasers” for all purposes under this Agreement.”

Closing; Delivery. (a) The Subject to the satisfaction of Sections 5 and 6 hereof, the purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m.a.m. (San Francisco time), on no later than the date first business day following the satisfaction or waiver of this Agreement, the conditions set forth in Sections 5 and 6 hereof; or at such other date, time or and place as the Company and the Investors Purchasers purchasing a majority of the Stock mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”"INITIAL CLOSING"), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in . In the event this Agreement terminatesthere is more than one closing, the Prior Agreement term "Closing" shall be reinstated in its entirety and shall be in full force and effectapply to each such closing unless otherwise specified herein. (b) At the each Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock Purchaser a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing being purchased thereby against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) Company or wire transfer to the Company in accordance with Company's bank account or the Company’s written instructions, Exchange Agent pursuant to the provisions of Section 1.4(a). (c) cancellation If less than 26,579,976 shares of indebtedness owed by Series B Stock are sold at the Initial Closing, the Company to shall have the Investorright, or (d) any combination time within 90 days of the foregoing Initial Closing, to sell such remaining shares of Series B Stock to one or any other consideration more additional purchasers as mutually agreed upon by the Company. In , the event that payment by an Investor is made, in whole or in part, by cancellation majority of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence Board of indebtedness or shall execute an instrument Directors of cancellation in form and substance acceptable to the Company. The , including a majority of the Common Directors (as such term is defined by the Restated Certificate) and the holders of at least a majority of the shares of Series C-1 Preferred Common Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock or issuable upon conversion of the Series B Stock purchased hereunder, or to any Purchaser hereunder who wishes to acquire additional shares of Series B Stock at the price and on the terms set forth herein, provided that any such additional purchaser shall (i) become a party to this Agreement, the Stockholders' Agreement and the Investors' Rights Agreement (each as defined in Section 2.2(e) below), and (ii) have the rights and obligations hereunder and thereunder, by executing and delivering to the Company an additional counterpart signature page to each of such agreements. Any additional purchaser so acquiring shares of Series B Stock shall be hereinafter referred considered a "Purchaser" for purposes of this Agreement, and any Series B Stock so acquired by such additional purchaser shall be considered "Series B Stock" for purposes of this Agreement, the Stockholders' Agreement and the Investors' Rights Agreement. Promptly after each Closing pursuant to as this Section 1.2(c), Exhibit A will be amended to list the “SecuritiesPurchasers in that Closing, including the name of each Purchaser, the number of shares of Series B Stock purchased and the aggregate Series B Price paid for such shares.”"

Closing; Delivery. (ai) The purchase and sale of the Series C-1 Preferred Common Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 the Company at 10:00 a.m., 2:00 p.m. (Eastern) on the date of this Agreementeach Closing date, or at such other date, time or and place as the Company and the Investors Purchaser mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effectwriting. (bii) At the each Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock the Purchaser a certificate registered in such Investor’s name representing evidencing the number of Series C-1 Preferred Common Stock that such Investor is purchasing against and a Warrant to be purchased by the Purchaser against: (1) payment of the purchase price thereforPurchase Price with respect to the Common Stock purchased at such Closing, in the amount to be set forth next to the Purchaser’s name on Exhibit A with respect to the applicable Closing, by (a) delivery of a bank cashier’s check payable to the Companyorder of the Company drawn on a U.S. bank, (b) wire transfer of immediately available funds to an account designated by the Company in accordance with the Company’s written instructions, or (c) cancellation the surrender of promissory notes or other instruments representing indebtedness owed by of the Company to the InvestorPurchaser, the principal amounts of which shall be exchanged dollar-for-dollar for Purchase Price of such shares of Common Stock (“Exchanged Principal”); (2) delivery of counterpart signature pages to this Agreement, the Closing Notice and the Warrant; and (3) delivery of a validly completed and executed Certificate of Accredited Investor Status, establishing the Purchaser’s status as an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in the form is attached to this Agreement as Exhibit D (an “Investor Certification”). (iii) The sale and issuance of Common Stock and Warrants under this Agreement may continue hereunder until the earlier of (a) such time as the aggregate Purchase Price of Common Stock issued and sold under this Agreement equals a total of $2,000,000.03, or such higher amount as approved by the Company’s Board of Directors and the Purchaser, or (db) any combination the close of business on December 31, 2010. All such sales shall be made on the foregoing or any other consideration agreed terms and conditions set forth in this Agreement. Effective upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender delivery to the Company for cancellation at of the Closing items (1) through (3) listed in Section 1(b)(ii) above by such persons or entities, any evidence of indebtedness or shall execute an instrument of cancellation in form common stock and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors warrants sold pursuant to this Agreement Section 1(b) shall be hereinafter referred deemed to as the be “Common Stock.” The Stockand “Warrants,” respectively, the Series C-2 Warrants, the Warrant Stockfor all purposes under this Agreement, and the Common Stock issuable upon conversion of the Stock purchaser thereof shall be hereinafter referred deemed to as be the “SecuritiesPurchaser” for all purposes under this Agreement.”

Closing; Delivery. (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants Shares shall take place at remotely via the offices exchange of ▇▇▇▇▇▇documents and signatures, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., Los Angeles time, on the date of this Agreementor about March 29 2011, or at such other date, time or and place as the Company and the Investors each Buyer mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, (i) the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer Buyer shall pay its Purchase Price to the Company for the Shares to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) upon confirmation of receipt of such wire, unless otherwise requested by the Buyer and agreed to by the Company, the Shares purchased by the Buyer will be (A) delivered by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Buyer’s name and address, and pursuant to the Company’s irrevocable delivery instructions to the transfer agent, as set forth on the Buyer’s signature page hereto and (B) released by the Company’s transfer agent (the “Transfer Agent”), to the Buyer. After the execution of this Agreement by the Buyer, the Buyer shall direct the broker-dealer at which the account or accounts to be credited with the Shares are maintained to set up a deposit/withdrawal at custodian instructing the Transfer Agent to credit such account or accounts with the Shares. The Shares shall bear a restrictive securities legend as provided herein. (c) cancellation The Company may reject any subscription for any reason (regardless of indebtedness owed whether any check or wire transfer relating to such subscription is deposited in a bank or trust account), and will promptly return the funds delivered herewith, without interest, and without deduction of any expenses, in the event this subscription is rejected. The Company will send to the Buyer a copy of this Agreement, countersigned, if the Buyer’s subscription is accepted. The Company has no obligation to issue any of the Shares to any person who is a resident of a jurisdiction in which the issuance of the Shares would constitute a violation of the securities laws. This Agreement is and shall be irrevocable, except that the Buyer shall have no obligations hereunder to the extent that this Agreement is rejected by the Company. (d) At the Closing, the Company shall deliver or cause to be delivered to each Buyer the following: (i) a legal opinion of Company Counsel, in substantially the form of Exhibit B, executed by such counsel and delivered to the Buyers; (ii) a certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate of incorporation, as amended and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iii) the Shares purchased by such Buyer, as provided in Section 1.2(b); and (iv) an executed copy of the Registration Rights Agreement. (e) At the Closing, each Buyer shall deliver or cause to be delivered to the Company (i) the purchase price set forth on such Buyer’s signature page to this Agreement in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Buyer by the Company to the Investor, or for such purpose and (dii) any combination an executed copy of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “StockRegistration Rights Agreement.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors Shares and the issuance of the Series C-2 Warrants shall take place at remotely via the offices exchange of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreementdocuments and signatures, or at such other date, time or place as the Company and the Investors Purchasers mutually agree upon, orally or in writing writing, as soon as practicable following satisfaction such time that the Purchasers have agreed to purchase at such closing an aggregate amount of the conditions in Section 4 Units equal to at least $250,000 (which time and place are designated as the “Initial Closing”). The Initial Closing shall occur by October 9, upon 2017 unless extended for a period of up to 60 days at the physical or electronic exchange among the parties Company’s discretion. Officers, directors and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that affiliates may purchase securities in the Offering and existing holders of debt may convert their indebtedness to purchase Common Stock and Warrants hereunder and such purchases may be counted towards the Initial Closing. In the event this Agreement terminatesthere is more than one closing, the Prior Agreement term “Closing” shall be reinstated in its entirety and shall be in full force and effectapply to each such closing, unless otherwise specified herein. (bi) At the each Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Purchaser Common Stock a certificate registered in and Warrants to be purchased by such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing Purchaser against (A) payment of the purchase price therefor, therefor by (a) delivery of a bank cashier’s check payable to the Company, (b) by wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon a bank designated by the Company, cancellation of indebtedness, or any combination thereof and (B) delivery of counterpart signature pages to this Agreement. In the event that payment by an Investor a Purchaser is made, in whole or in part, by cancellation of indebtedness, then such Investor Purchaser shall surrender to the Company for cancellation at the such Closing any evidence of such indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. In addition, at such Closing the Company shall deliver to any Purchaser choosing to pay any part of the purchase price of the Units by cancellation of indebtedness, a check in the amount of any interest accrued on such indebtedness through such Closing. (ii) Until such time as the aggregate proceeds from the Offering equal a total of three million dollars ($3,000,000.00), the Company may sell additional Units to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Units. All such sales shall be made on the terms and conditions set forth in this Agreement. The Company, in its sole discretion, shall determine the time and place of each Closing subsequent to the Initial Closing. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Units shall be deemed to be a “Purchaser” for purposes of this Agreement, and any shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement common stock and warrants so acquired by such additional purchaser shall be hereinafter referred deemed to as the be “Common Stock.,” The Stock, the Series C-2 “Warrants, the Warrant Stock, ” and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities,” as applicable.”

Closing; Delivery. (ai) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance one or more of the Series C-2 Warrants Notes shall take place at an initial closing (the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 “Initial Closing”) to be held at 10:00 a.m., on the date of this Agreement, or such other date, time or and place as the Company and the Investors Purchasers participating therein mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “ClosingInitial Closing Date”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (bii) At the Initial Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in Purchaser participating therein the Note to be purchased by such Investor’s name representing Purchaser at the number of Series C-1 Preferred Stock that such Investor is purchasing Initial Closing against (1) payment of the purchase price therefortherefor by check payable to the Company or by wire transfer to a bank designated by the Company, by (a2) delivery of counterpart signature pages to this Agreement and the Note, and (3) delivery of a bank cashiervalidly completed and executed IRS Form W-9 or Form W-8, as applicable, establishing such Purchaser’s exemption from withholding tax. The aggregate principal amount for the Notes issued at the Initial Closing shall not be less than one million dollars ($1,000,000) (iii) After the Initial Closing, but on or before ninety (90) days of the Initial Closing Date, the Company may conduct one or more additional closings (each, an “Additional Closing”), if any, to be held at such time and place as the Company and the Purchasers participating in each such Additional Closing mutually agree upon, orally or in writing (each, an “Additional Closing Date”). At each Additional Closing, the Company shall deliver to each Purchaser participating therein the Note to be purchased by such Purchaser at such Additional Closing against (1) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company, (b2) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation delivery of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant counterpart signature pages to this Agreement shall be hereinafter and the Note, and (3) delivery of a validly completed and executed IRS Form W-9 or Form W-8, as applicable, establishing such Purchaser’s exemption from withholding tax. The Initial Closing and Additional Closings are collectively referred to herein as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “SecuritiesClosing.”

Closing; Delivery. (ai) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants Note shall take place at the offices of BioGold Fuels Corporation, 1▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇, ▇▇▇▇▇ LLP▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of this AgreementMarch 3, 2008, or at such other date, time or and place as the Company and the Investors Purchaser mutually agree upon, orally or in writing following satisfaction of the conditions writing, in Section 4 three separate Closings (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (bii) At Subject to the satisfactory completion of the Closing Conditions at each Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing Purchaser the number executed Note along with signed copies of Series C-1 Preferred Stock that such Investor is purchasing the Ancillary Agreements against (1) payment of the purchase price thereforPurchase Price in three separate installations (as defined herein) as applicable to the specific Closing, therefor by (a) delivery of a bank cashier’s check payable to the Company, (b) Company or by wire transfer to a bank designated by the Company Company, and (2) delivery of counterpart signature pages to this Agreement and the Ancillary Agreements. (iii) The total aggregate “Purchase Price” shall equal $550,000 minus the Loan Arrangement Fee. The “Loan Arrangement Fee” shall equal 10% of the Principal amount of the Note funded ($50,000 for Aggregate Purchase Price). The parties hereto agree that the “Loan Arrangement Fee” has been fully earned by Purchaser and is non-refundable. Purchaser, in its sole discretion, may off-set the Loan Arrangement Fee from any amounts provided under the Note. The Purchase Price shall be delivered in three separate installation in accordance with the Company’s written instructions, terms and conditions contained herein and in the following amounts: (cx) cancellation the “First Closing Amount” shall equal $110,000 minus the Loan Arrangement Fee of indebtedness owed by the Company to the Investor, or (d) any combination 10% of the foregoing or any other consideration agreed upon by Principal amount of the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company Note funded ($10,000 for cancellation at the First Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as Amount”); (y) the “Stock.Second Closing Amount” The Stock, shall equal $165,000 minus the Series C-2 Warrants, Loan Arrangement Fee of 10% of the Warrant Stock, Principal amount of the Note funded ($15,000 for Second Closing Amount”); (z) and the Common Stock issuable upon conversion “Third Closing Amount” shall equal $275,000 minus the Loan Arrangement Fee of 10% of the Stock shall be hereinafter referred to as Principal amount of the “SecuritiesNote funded ($25,000 for Third Closing Amount”).”

Closing; Delivery. (a) 1.4.1. The purchase issuance and sale of the Series C-1 Preferred Stock Investment Shares, the purchase thereof by the Investors Purchasers, the issue of the Conversion Shares to the SAFE Holders, and the issuance registration of the Series C-2 Warrants Purchased Shares in the names of the Investors in the share register of the Company, shall take place at remotely via the offices exchange of ▇▇▇▇▇▇documents and signatures, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on within 3 business days of the date execution of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 Agreement by all parties hereto (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties at such other date, time and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement place as shall be reinstated in its entirety mutually agreed upon by the Company and shall be in full force and effecteach of the Investors. (b) 1.4.2. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.4.3. At Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock a certificate the Investors: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759-1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in such Investorthe name of each of the Investors, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting of the Company’s name representing shareholders, substantially in the number forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of Series C-1 Preferred Stock that such Investor is purchasing this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the purchase price Purchase Price therefor, by (a) delivery of a bank cashier’s check payable to the Company, ; (b) wire approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Investors executing this Agreement; and (d) authorizing and approving a grant of additional options under the Company’s option plan as an adjustment due to the allocation of shares as a result of the Agreement. 1.4.4. At the Closing, each Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Price, by wire transfer in accordance with the Company’s written instructions, (c) cancellation wire instructions or such other form of indebtedness owed payment as is mutually agreed by the Company and each Purchaser. Notwithstanding anything to the Investor, or (d) any combination contrary herein and in addition to the purchasing of the foregoing or any other consideration agreed upon by Purchased Shares, the Company. In the event Parties hereby agree that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor Medigus shall surrender to purchase 156,566 Ordinary Shares from the Company in exchange for cancellation at the Closing any evidence [11,328] restricted ordinary shares, with no par value, of indebtedness or shall execute an instrument Medigus, free and clear of cancellation in form all mortgages, deeds of trust, pledges, charges, security interests, conditional sale agreement, loans and substance acceptable to the Company. The shares encumbrances and liens, represented by restricted American Depositary Shares (each representing fifteen (15) ordinary shares) of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as Medigus (each a “Medigus ADS” and collectively the “StockMedigus ADSs”).” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The purchase and sale Subject to the satisfaction or waiver of the Series C-1 Preferred Stock by the Investors terms and conditions of this Agreement, the issuance of the Series C-2 Shares and accompanying Common Warrants and, if applicable, the Prefunded Warrants, in lieu of Shares, and accompanying Common Warrants shall take place remotely via the exchange of documents and signatures at such time following the offices satisfaction or waiver of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of all conditions set forth in this Agreement, or such other date, time or place Agreement as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “"Closing”" and such date, the "Closing Date"), upon ; provided that in no event shall the physical or electronic exchange among Closing occur later than the parties and their counsel fifth (5th) day on which the principal trading market for the Common Shares is open for trading (a "Trading Day") after the date of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) . At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate Securities shall be issued and registered in the name of each Investor, or in such nominee name(s) as designated by such Investor’s name , representing the number of Series C-1 Preferred Stock that Securities to be purchased by the Investor at such Investor is purchasing Closing as set forth on each such Investor's signature page to this Agreement, in each case against payment to the Company of the purchase price therefortherefor (the "Aggregate Subscription Amount") in full, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company of immediately available cash funds in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed wire instructions provided by the Company to the Investors. "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. On the Closing Date, the Company will cause (A) the transfer agent of the Company (the "Transfer Agent") to issue the Shares in book-entry form, free and clear of all restrictive and other legends (except as expressly provided for under this Agreement) and the Company shall provide evidence of such issuance from the Transfer Agent as soon as reasonably practical following the Closing Date to each Investor and (B) deliver to such Investor (or such Investor's designated custodian per its delivery instructions), or in such nominee name(s) as designated by such Investor, or (d) any combination certificated Prefunded Warrants and Common Warrants exercisable for the number of the foregoing or any other consideration agreed upon by the CompanyWarrant Shares as set forth on each such Investor's signature page to this Agreement. In the event that payment the Closing has not occurred within one (1) Business Day after the expected Closing Date, unless otherwise agreed by an the Company and such Investor, the Company shall promptly (but no later than one (1) Business Day thereafter) return the previously wired Aggregate Subscription Amount to each respective Investor is madeby wire transfer of United States dollars in immediately available funds to the account specified by each Investor, in whole and any book entries for the Securities or in partcertificates representing the Securities shall be deemed cancelled; provided that, by cancellation unless this Agreement has been terminated pursuant to Section 5.12, such return of indebtedness, then funds shall not terminate this Agreement or relieve such Investor shall surrender of its obligation to purchase, or the Company for cancellation of its obligation to issue and sell, the Securities at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “StockClosing.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of this AgreementJuly 1, 1999, or at such other date, time or and place as the Company and the Investors Purchasers of a majority of the Stock mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “"Closing”"), upon . The ------- closings of the physical or electronic exchange among purchase and sale of up to the parties and their counsel authorized number of all documents and deliverables required under this Agreement; provided, however, that if shares of Series B Preferred Stock (the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in "Additional Shares") hereunder (the event this Agreement terminates, the Prior Agreement "Subsequent ----------------- ---------- Closings") shall be reinstated held at the offices of ▇▇▇▇▇▇▇ Coie LLP at such times and -------- dates as the Company and the Additional Purchasers shall specify, but in its entirety and no event shall be in full force and effectan Subsequent Closing occur later than 30 days from the Closing. (b) At Subject to the terms of this Agreement, at the Closing, the Company shall deliver to each Purchaser a certificate representing the Stock being purchased hereby against payment of the purchase price therefor by check payable to the Company, by wire transfer to the Company's bank account, by cancellation of indebtedness, or by any combination thereof. At the Subsequent Closings, if any, a Supplemental Schedule of Purchasers shall be added to this Agreement as Exhibit A.1 (the ----------- "Supplemental Schedule of Purchasers") and the Company will deliver to each Investor purchasing Series C-1 Preferred Stock ----------------------------------- Additional Purchaser who shall have executed this Agreement a certificate registered in such Investor’s name or certificates representing the number of Series C-1 Preferred Stock that such Investor is purchasing Additional Shares being purchased hereby against (i) payment of the purchase price therefor, therefor by (a) delivery of a bank cashier’s check payable to the Company, (b) by wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part's bank account, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing or by any evidence combination thereof, and (ii) delivery of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant signature pages to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion each of the Stock shall be hereinafter referred to Related Agreements (as the “Securitiesdefined below).”

Closing; Delivery. (a) The purchase subscription and sale of the Series C-1 Preferred Stock by the Investors purchase, and the sale and issuance of the Series C-2 Warrants Initial Note shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, P.A., 333 S.E. ▇▇▇ & ▇▇▇▇▇▇, ▇▇▇▇▇ LLP▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. eastern time, on the date hereof, or at such other time and place as the Company and the Subscriber mutually agreed upon in writing (which time and place are designated as the “Initial Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement. (b) In the event that (A) the Excess Amount is less than $20,000,000.00, or (B) the Excess Amount is greater than or equal to $20,000,000.00 and the Subscriber does not exercise its option to not purchase the Second Note in accordance with Section 1.1(b), the subscription and purchase, and the sale and issuance, of the Second Note shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, San FranciscoP.A., California 94105 333 S.E. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m.a.m. eastern time, on the date of this Agreement, or at such other date, time or and place as the Company and the Investors Subscriber mutually agree uponagreed upon in writing, orally or but in writing following satisfaction of the conditions in Section 4 any event no later than December 31, 2024 (which time and place are designated as the “Second Closing”, and together with the Initial Closing, the “Closings” and each a “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (bc) At the ClosingInitial Closing (i) the Company shall issue and deliver to the Subscriber the Initial Note against (A) payment of the Initial Note Loan Amount by wire transfer of immediately available funds in U.S. dollars to a bank account designated by the Company in writing and (B) delivery of counterpart signature pages to this Agreement and the Initial Note; and (ii) the Company shall execute and deliver to the Subscriber a Maltese law governed pledge agreement in the form attached hereto as Exhibit B (the “Pledge Agreement”), pledging all of the Collateral (as defined below) in favor of the Subscriber. (d) At the Second Closing (if any), the Company will shall issue and deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing Subscriber the Second Note against (i) payment of the purchase price therefor, Second Note Loan Amount by wire transfer of immediately available funds in U.S. dollars to a bank account designated by the Company in writing and (aii) delivery of a bank cashier’s check payable counterpart signature pages to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “StockSecond Note.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The closing of the purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants Note hereunder shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San FranciscoMenlo Park, California 94105 at 10:00 a.m., on the date all of the conditions precedent set forth in Sections 5.1 and 6.1 have been satisfied (or waived in writing by the Company or SoftBank, as applicable), which date shall be concurrent with the date of this Agreement, or at such other date, time or and place as the Company and the Investors SoftBank mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Note Closing”). (b) At the Note Closing, (i) SoftBank shall deliver to the Company a check or wire transfer of immediately available funds in the amount of the Principal Amount, and (ii) the Company shall execute and deliver to SoftBank a Note reflecting the name of SoftBank, a principal amount equal to the Principal Amount and the date of the Note Closing. The Note shall be a binding obligation of the Company upon execution thereof by the Company and delivery thereof to SoftBank. (c) The initial purchase and sale of the Stock shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Menlo Park, California at 10:00 a.m., on the date all of the conditions precedent set forth in Sections 5.2 and 6.2 have been satisfied (or waived in writing by the Company or the Purchasers, as applicable) or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (bd) At The Company shall be entitled to conduct additional closings (each an “Additional Closing”) under this Agreement for a period of 10 business days following the Initial Closing (the “Additional Closing Period”) by receiving from Committed Purchasers such funds adjacent to such Purchaser’s name on Exhibit A (as updated at the time of the Initial Closing). “Committed Purchaser” means any Purchaser who shall have become party to this Agreement and the Transaction Agreements (other than the Note) on or prior to the Initial Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer but who has not remitted funds to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company relating to such purchase hereunder on or prior to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the CompanyInitial Closing. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The sells more than 53,878,285 shares of Series C-1 F Preferred Stock issued at the Initial Closing (including pursuant to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as Note) together with any Additional Closing (such excess amount, the “SecuritiesExcess Amount”), then following the end of the Additional Closing Period, the Company shall offer for sale and issuance to SoftBank in an additional closing (a “True-Up Closing”) for a period of 10 business days after the Additional Closing Period such number of shares of Series F Preferred Stock (a “True-Up Amount”) equal to 20% of the Series F Preferred issued by the Company at all closings after the Initial Closing (inclusive of all Additional Closings and the True-Up Closing); provided that the Company shall not issue greater than 63,386,220 shares of Series F Preferred Stock.”

Closing; Delivery. (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants Shares shall take place at remotely via the offices exchange of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m.documents and signatures, on the date when all of this Agreementthe conditions to Closing have been met, or at such other date, time or and place as the Company and the Investors Purchasers mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will shall deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in Purchaser the Shares being purchased by such Investor’s name representing Purchaser at the number of Series C-1 Preferred Stock that such Investor is purchasing Closing as shown on Exhibit A against payment of the purchase price therefor, therefor by (a) delivery of a bank cashier’s check payable to the Company, (b) by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser, including interest, or by any combination of such methods, if applicable, and the shares to be issued as set forth in accordance with the Companysuch Purchaser’s written instructionsContribution, Exchange and Cancellation Agreement (each, an “Exchange Agreement”). (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor a Purchaser is made, in whole or in part, by cancellation cancelation of indebtednessSimple Agreements for Future Equity described on Exhibit A (the “SAFEs”), then by executing this Agreement and surrendering the evidence of the SAFEs, such Investor Purchaser hereby acknowledges Exhibit A describes each SAFE held by such Purchaser and the amount set forth on Exhibit A represents the total of any amounts due to such Purchaser by the Company in respect of such SAFEs. In addition, the Company and each Purchaser who holds (either directly or through an affiliate or affiliates) one or more SAFEs issued prior to the Closing, on behalf of itself and all such Purchasers whose SAFEs can be amended by a majority in interest or other particular group of the SAFEs, hereby (i) amend each such SAFE such that the entire principal amount of each such SAFE to be converted into shares of Series D-1 Preferred Stock pursuant to such SAFE shall surrender be equal to the amount shown on Exhibit A, (ii) agree that upon the Closing each SAFE has been converted in accordance with the terms into a right of the Purchaser to receive the shares of Series D-1 Preferred Stock set forth on Exhibit A, (iii) agree that all amounts owed to such Purchaser by the Company under the SAFEs and any unpaid principal balance, and any penalties or additional fees owed to such Purchaser thereunder shall be deemed fully paid and satisfied by the Company and are deemed canceled, and (iv) agree that all rights and obligations of the Company and Purchaser under the SAFEs, including but not limited to Purchaser’s right, if any, to receive rights to purchase future issuances of Company securities, are hereby terminated and cancelled in their entirety. Furthermore, each such Purchaser hereby unconditionally and irrevocably waives all notices, defaults, events of default and breaches that may have occurred under such SAFEs. Concurrently with the execution of this Agreement, each Purchaser shall deliver to the Company each SAFE held by such Purchaser for cancellation at by the Closing any evidence Company. Notwithstanding the foregoing, the termination and cancellation of indebtedness each such SAFE is effective whether or shall execute an instrument of cancellation in form and substance acceptable not such SAFE is delivered to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants Purchased Units shall take place remotely via the exchange of documents and signatures on such date and at such time (the offices of ▇▇▇▇▇▇, ▇▇▇▇▇“Initial Closing Date”) and at such place as the Company and D▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPSecurities, ▇▇▇ ▇Inc., the Company’s placement agent (“D▇▇▇▇▇ ▇▇▇▇▇▇”), San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors shall mutually agree upon, orally or in writing following satisfaction of determine after the conditions set forth in Section 4 Sections 5 and 6 have been satisfied (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will shall deliver to each the Investor purchasing Series C-1 Preferred (i) the Warrants constituting part of the Purchased Units and (ii) evidence that the Company has issued irrevocable instructions to Registrar & Transfer Company, the transfer agent for the Common Stock (the “Transfer Agent”) to issue to the Investor a certificate registered in such Investor’s name representing the number Shares constituting part of Series C-1 Preferred Stock that such Investor is purchasing the Purchased Units and to reserve and set aside the Warrant Shares for issuance upon exercise of the Warrants in accordance with their terms, against payment of the purchase price therefor, Purchase Price therefor by (a) delivery a check or wire transfer of a bank cashier’s check payable immediately available funds to the account designated by the Company. (c) At or after the Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, any Units not issued and sold on or prior to the date of the Closing, to one or more additional Accredited Investors (the “Additional Investors”), provided that (i) such sales are consummated on or prior to A▇▇▇▇▇ ▇▇, ▇▇▇▇, (b▇▇) wire transfer each Additional Investor shall execute and deliver to the Company a Securities Purchase Agreement in accordance with substantially the Company’s written instructions, same form as this Agreement and (ciii) cancellation the aggregate number of indebtedness owed by Units (including the Company Purchased Units) issued and sold to the Investor, or Investor and the Additional Investors shall not exceed one hundred fifty-three (153). (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is madethe conditions to Closing set forth in Sections 5 and 6 hereof are not satisfied on or before August 17, in whole or in part2012, by cancellation of indebtedness, then such Investor the Investor’s funds shall surrender be promptly returned to the Company for cancellation at Investor by the Closing any evidence of indebtedness Escrow Agent, without interest or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stockoffset.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. (ai) The purchase and sale of the Series C-1 Preferred Stock by Notes (the Investors and the issuance of the Series C-2 Warrants “Closing”) shall take place at the offices of DLA Piper LLP (US), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Franciscoas soon as practicable after such date that each of the conditions set forth in Sections 4 and 5 hereof is satisfied or waived, California 94105 or on such other date and at 10:00 a.m.such other place as the parties hereto may agree upon in writing; provided, on however, that the date of the Closing may be up to forty-five (45) calendar days following the date of this Agreement, or such other date, time or place as at the Company and Purchasers’ sole election (the Investors mutually agree upon, orally or in writing following satisfaction of date on which the conditions in Section 4 (which time and place are designated Closing occurs is referred to herein as the “ClosingClosing Date”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (bii) At the Closing, the Company will shall deliver or caused to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable be delivered to the Purchasers: (1) the Notes executed by the Company; (2) the Security Agreement and Subordination Agreement executed by the Company; (3) such instruments, (b) wire transfer certificates or documents as reasonably requested by the Purchasers in order to perfect the Company Purchasers’ second position security interest in the Company’s assets, in accordance with the Security Agreement, executed by the Company; (4) a certificate of the Chief Executive Officer of the Company certifying the accuracy of the Company’s written instructionsrepresentations and warranties as of the Closing; and (5) a certificate of the Secretary of the Company certifying the authority of the officer executing this Agreement and all agreements and other documents ancillary hereto and contemplated hereby, including the Notes, the Security Agreement and the Subordination Agreement (ccollectively, the “Loan Documents”). (iii) cancellation At the Closing, the Purchasers shall pay the Purchase Price for the Notes, less any fees, expenses or other amounts owed to Purchasers from the Company under Section 6(h) hereof and under Section 9.5(ii) of indebtedness owed that certain Purchase Agreement, dated as of February 6, 2015 (the “Purchase Agreement”), by wire transfer in immediately available funds to a bank designated by the Company and shall deliver or cause to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender be delivered to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form Security Agreement and substance acceptable to Subordination Agreement executed by the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “StockPurchasers.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investors, severally and not jointly, the ADSs (aand/or, if applicable, the Pre-Funded Warrants) The purchase and sale Ordinary Share Warrants equal to the aggregate Subscription Amount of the Series C-1 Preferred Stock by Investors on the Investors signature pages hereto. Subject to the terms and conditions of this Agreement, the issuance of the Series C-2 ADSs (and/or, if applicable, the Pre-Funded Warrants) and Ordinary Share Warrants shall take place at remotely via the offices exchange of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., documents and signatures on a day on which the date of this Agreement, Nasdaq Capital Market (or such other dateprincipal trading market or exchange on which the ADS is listed for trading, or any successors thereto) is open for trading (such day, a “Trading Day”) on which all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing” and such date, the “Closing Date”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement . Each Investor’s Subscription Amount shall be reinstated in its entirety and shall be in full force and effect. made available for “Delivery Versus Payment” (b“DVP”) At the Closing, settlement with the Company will or its designee. The Company shall deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered its respective ADSs and/or Pre-Funded Warrant (as applicable to such Investor) as determined pursuant to Section 1.2(a), and the Company and each Investor shall deliver the other items set forth in Sections 1.2(a) and (b) deliverable at the Closing. Notwithstanding anything herein to the contrary, to the extent that an Investor determines, in its sole discretion, that such Investor’s name representing Subscription Amount would cause the number of Series C-1 Preferred Stock that Investor’s (together with such Investor’s affiliates, and any person acting as a group together with such Investor is or any of such Investor’s affiliates) beneficial ownership of Ordinary Shares or Ordinary Shares underlying the ADSs to exceed the Beneficial Ownership Limitation, or as such Investor may otherwise choose, in lieu of purchasing against payment ADSs, such Investor may elect, by so indicating such election prior to their issuance, to purchase Pre-Funded Warrants in lieu of ADSs in such manner to result in the same aggregate purchase price therefor, being paid by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares “Beneficial Ownership Limitation” shall be 4.99% (or, with respect to each Investor, at the election of Series C-1 Preferred Stock issued such Investor, 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the Investors pursuant to this Agreement shall be hereinafter referred to as issuance of the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, ADS and the Common Stock issuable upon conversion of Warrants on the Stock shall be hereinafter referred to as the “SecuritiesClosing Date.”