Common use of Closing Clause in Contracts

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On The purchase and sale of the Offered Units shall be completed at the Closing Date, upon Time at the terms and subject offices of counsel to the conditions set forth hereinCorporation, substantially concurrent Xxxxxx Xxxxxx Xxxxxxx LLP, Toronto, Ontario, or at such other place or places as the Agent and the Corporation may agree. At the Closing Time, the Corporation shall: (a) deliver to the Agent certificates in definitive form and/or book-entry only securities in accordance with the execution “non-certificated inventory” rules and delivery procedures of this Agreement by CDS representing the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares Offered Units registered in the Purchasers’ name of CDS & Co. or in such other name or names and addresses and released as shall be designated by the Transfer Agent directly to the account(sAgent; and (b) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined Purchasers in the PreUnited States that are Institutional Accredited Investors which have expressly requested Warrant Certificates, deliver to the Agent Warrant Certificates registered as the agent may direct the Corporation in writing, against payment by the Agent to the Corporation of the aggregate purchase price payable to the Corporation for the Offered Units by certified cheque, bank draft or wire transfer. The payment made to the Corporation will be net of the Agency Fee and net of amounts payable to the Agent’s legal counsel, Xxxxx & XxXxxxxx LLP, and out-Funded Warrants) delivered of-pocket expenses of the Agent incurred in connection with the Offering (which expenses shall be borne by the Corporation), as more fully set out in Section 14. In addition, the Corporation shall, at the Closing Time, issue to the Agent the Compensation Warrant Certificates. If the aggregate gross proceeds to the Corporation from the Initial Closing is equal to or greater than the Minimum Offering, the Corporation and the Agent may agree from time to time to hold additional Closings on or prior to 12:00 p.m. (New York City time) 45 days following the date of issuance of the Final Receipt to issue additional Offered Units until such time as the aggregate gross proceeds to the Corporation is equal to the Maximum Offering. Any such additional closing shall be referred to as a “Subsequent Closing” and shall be conducted in the same manner as the Initial Closing. At any Subsequent Closing, the Corporation and the Agent shall make all necessary payments and the Corporation shall, at its sole expense, deliver all of the certificates, opinions and other documents to be delivered by it on the Initial Closing Date, which may be delivered at each updated to the date of any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderSubsequent Closing.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, up to an aggregate of $5,000,000 of (i) shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to ____% of such number of SharesPurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, (ii) a Pre-Funded Warrant Shares for each Purchaser equal to purchase ____% of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price and (iii) Warrants as determined pursuant to Section 2.2(a)(v). The aggregate number of shares of Common Stock, Preferred Stock sold hereunder shall be up to ______ and (iii) a Warrant to purchase such the aggregate number of shares of Common StockShares sold hereunder shall be up to _____________. Each Purchaser shall deliver to the Company, in each casevia wire transfer or a certified check, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price immediately available funds equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, shares of Preferred Stock and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by The Company covenants that, if the Placement Agent, settlement Purchaser delivers a Notice of Conversion (as defined in the Shares shall occur via “Delivery Versus Payment” (“DVP”Certificate of Designation) (i.e., on to convert any shares of Preferred Stock between the date hereof and the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Conversion Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) Purchaser on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderconnection with such Notice of Conversion.

Closing. (a) On the initial Closing Date (as defined below), on the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder agree to sell at the initial Closing (as defined below), and the Purchasers, severally and not jointly, agree to purchase at the initial Closing, an aggregate of up to $5,000,000, or such greater amount as the Company may determine in its sole discretion (the “Maximum Offering Amount”), of Shares, calculated based upon a price per Share equal to $5.00 (the “Purchase Price”), and Warrants as determined pursuant to Section 2(a). The Selling Stockholder will receive $4.99 for each Transferred Share (as defined below), and the remainder of the Purchase Price will be delivered to the Company. Thereafter, on any subsequent Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees and the Selling Stockholder agree to sell, and each PurchaserPurchaser purchasing Shares and Warrants at such subsequent Closing, severally and not jointly, agrees to purchasepurchase an aggregate of up to the Maximum Offering Amount of Shares and Warrants, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, calculated as set forth above, less the amount of Shares and Warrants sold at all previous Closings. Each Purchaser purchasing Shares and Warrants on a Closing Date shall deliver to Corporate Stock Transfer, as Escrow Manager for the Company (the Escrow Manager”), the aggregate amount to be paid by such Purchaser for the Securities purchased hereunder as specified next to such Purchaser’s name on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to hereto (the “Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed Amount”) by such Purchaser shall be made wire transfer of immediately available for “Delivery Versus Payment” settlement funds in accordance with the Company or its designee. The Company Escrow Manager’s written wire instructions, and the Selling Stockholder shall deliver to each Purchaser its fifty percent (50%) of such Purchaser’s respective Shares (the “Transferred Shares”), Pre-Funded the Company shall deliver to the Purchaser the other fifty percent (50%) of such Purchaser’s respective Shares (the “Issued Shares”) and a Warrant, and Warrant as determined pursuant to Section 2.2(a2(a), and the Company Company, the Selling Stockholder and each Purchaser shall deliver the other items set forth in Section 2.2 2 deliverable at the Closing. In the event the Company increases the size of the Offering, one hundred percent (100%) of the Shares and Warrants in excess of $5,000,000 will be issued and sold by the Company. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 Section 2 and 2.33, the a Closing shall take place remotely by electronic transfer occur at the offices of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” Hxxxxx Xxxxxxx & Exxxx LLP (“DVPCompany Counsel”) (i.e., on or such other location as the Closing Date, the Company parties shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly mutually agree. Notwithstanding anything herein to the account(s) at the Placement Agent identified by contrary, each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall occur on or before March 31, 2017; provided, however, that such date may be extended, without notice, to March 31, 2017 with the Warrant Share Delivery Date consent of the Company (as defined in such outside date, the Pre-Funded Warrants) for purposes hereunder“Termination Date”).

Closing. On Subject to the Closing Date, upon the terms and subject to satisfaction or waiver of the conditions set forth hereinin Section 5 of this Agreement, substantially concurrent the purchase and sale of the Shares shall take place at an initial closing (the "Initial Closing") and, if necessary, one or more additional closings subsequent to the Initial Closing (each a "Subsequent Closing," and together with the execution and delivery Initial Closing, each a "Closing") at the offices of this Agreement the Company's counsel, XxXxxxxxxx, Keen & Xxxxxxx, Radnor Court, Suite 160, 000 Xxxxxx-Xxxxxxx Xxxx, Radnor, Pennsylvania, 19087, upon the acceptance by the parties heretoCompany of each Purchaser's purchase of the Shares; provided, however, that, at the Initial Closing, the Company agrees shall be required to sellreceive gross proceeds of a minimum of $17,500,000 from sales of the Shares to all Purchasers in connection with the Offering. On or prior to the applicable Closing, each Purchaser shall (a) execute this Agreement and the Registration Rights Agreement, together with such other documents relating to the purchase of the Shares as the Company may reasonably request, and deliver the same to EGE to be held in escrow pending the Closing, and (b) deliver, by wire transfer or other form of payment in same day funds the amount of such Purchaser's Aggregate Subscription Amount, to the escrow account established by EGE at Wachovia Bank as escrow agent (the "Escrow Agent") pursuant to the terms of that certain Escrow Agreement (the "Escrow Agreement"), dated as of July 9, 2003, by and among the Company, the Escrow Agent and the Placement Agents in the form attached as Exhibit A hereto. Upon each Purchaser, severally and not jointly, agrees to purchaseClosing, (i) the Company shall execute this Agreement and the Registration Rights Agreement, together with such number other documents relating to the purchase of Sharesthe Shares as the Purchasers may reasonably request, and deliver the same to each Purchaser in such Closing, (ii) a Pre-Funded Warrant Placement Agents shall release each such Purchaser's executed Agreement, Registration Rights Agreement and other documents to purchase such number of shares of Common Stock, the Company and (iii) a Warrant to purchase such number of shares of Common Stock, the Escrow Agent shall release the funds in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal the escrow account to the Subscription Amount set forth on such Purchaser’s signature page heretoCompany. Each Purchaser’s Subscription Amount as set forth on Within three business days after the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with Closing, the Company or its designee. The Company shall deliver to each Purchaser its respective Sharesa stock certificate registered in the name of the Purchaser, Pre-Funded Warrantrepresenting the number of Shares purchased by the Purchaser, and Warrant as determined computed pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder2.1 hereof.

Closing. On The Closing will take place at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP, 601 South Xxxxxxxx Street, 31st Floor, Los Angeles, California, or at such other place as Purchaser and the Company mutually agree, at 10:00 A.M. local time and shall be deemed to occur at 6:00 A.M., Central time, on the day immediately after the Closing Date (the "TRANSFER TIME"). At the Closing, Purchaser will pay the Estimated Purchase Price by wire transfer of immediately available funds to such accounts as the Company may reasonably direct by written notice delivered to Purchaser at least two (2) Business Days before the Closing Date. Simultaneously, upon (a) the terms Company will assign and subject transfer to Purchaser all of its right, title and interest in and to the conditions set forth hereinAssets (free and clear of all Liens, substantially concurrent with the execution and other than Permitted Liens) by delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number a General Assignment and Xxxx of SharesSale substantially in the form of EXHIBIT A hereto (the "GENERAL ASSIGNMENT"), duly executed by the Company, (ii) a Pre-Funded Warrant general warranty deeds in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to purchase such number of shares of Common Stock, Purchaser conveying title to the Owned Real Property and (iii) a Warrant to purchase such number other good and sufficient instruments of shares of Common Stockconveyance, assignment and transfer, in each caseform and substance reasonably acceptable to Purchaser's counsel, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal shall be effective to vest in Purchaser good title to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a"ASSIGNMENT INSTRUMENTS"), and (b) Purchaser will assume from the Company the due payment, performance and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction discharge of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely Assumed Liabilities by electronic transfer delivery of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”i) (i.e., on the Closing Date, the Company shall issue the Shares registered an Assumption Agreement substantially in the Purchasers’ names and addresses and released form of EXHIBIT B hereto (the "ASSUMPTION AGREEMENT"), duly executed by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firmii) by wire transfer such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to the Company). Notwithstanding the foregoing's counsel, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be effective to cause Purchaser to assume the Warrant Share Delivery Date Assumed Liabilities as and to the extent provided in SECTION 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as defined in the Pre-Funded Warrants) for purposes hereunder."ASSUMPTION

Closing. On The transactions contemplated hereby will be completed at the Closing Dateoffices of the Co-operative at 1633 Xxxxxx’x Xx. E., upon X.X. Xxx 00, Xxxxxxxxxx, Xxxxxxx X0X 0X0, at such date or time as the Co-operative may determine. Upon compliance with the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of contained in this Agreement by the parties heretoSubscription Agreement, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a PreCo-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company operative shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a(x) one or more certificates evidencing the Securities (if applicable), and (y) such other documentation as may be required pursuant to this Subscription Agreement, against the Company Purchaser’s delivery of (a) this Subscription Agreement completed and each Purchaser shall deliver duly signed by the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction Purchaser, (b) payment of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed aggregate Purchase Price payable by the Placement Agent, settlement of Purchaser for the Shares shall occur via “Delivery Versus Payment” Purchaser’s Securities and (“DVP”c) a receipt for the certificates (i.e., on if any) evidencing the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released Securities signed by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares. If, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution completion of the this Agreementtransactions contemplated hereby, the Company agrees to deliver terms and conditions contained in this Subscription Agreement (other than delivery by the PreCo-Funded Warrant Shares subject to such notice(soperative of certificates representing the Securities) by 4:00 p.m. (New York City time) on have not been complied with, the Co-operative and the Purchaser will have no further obligations under this Subscription Agreement If the Closing Date does not occur, the Co-operative shall return this Subscription Agreement and any funds, personal cheques and bank drafts delivered by the Closing Date shall be Purchaser to the Warrant Share Delivery Date (as defined in Co-operative representing the Pre-Funded Warrants) aggregate Purchase Price for purposes hereunderthe Purchaser’s Securities, without interest, to the Purchaser.

Closing. On The purchase and sale of the Closing Purchased Securities may occur in one or more closings, which shall take place at the offices of DLA Piper LLP (US), 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000, at 11:00 a.m. Pacific Time, not later than two (2) Business Days (as defined below) following the Execution Date, or at such other time and place as the Company and Purchasers representing a majority of the Purchased Securities to be purchased, mutually agree upon (which time and place are referred to in this Agreement as the terms and subject to “Closing”). At the conditions set forth hereinClosing, substantially concurrent against delivery of full payment for the Purchased Securities sold hereunder by wire transfer of immediately available funds in accordance with the execution and delivery of this Agreement by the parties heretoCompany’s instructions, the Company agrees shall issue and deliver or cause to sellbe delivered to each Purchaser one or more stock certificates registered in the name of each Purchaser (or in such nominee name(s) as designated by such Purchaser in the Stock Certificate Questionnaire, and each Purchaser, severally and not jointly, agrees to purchase, attached hereto as Appendix I (ithe “Stock Certificate Questionnaire”)) such number of Shares, (ii) a Pre-Funded Warrant to purchase such representing the number of shares of Common StockStock set forth opposite the appropriate Purchaser’s name on Schedule A hereto, and (iiibearing the legend set forth in Section 4(j)(i) herein; provided, however, that the Company may furnish to each Purchaser a Warrant copy of the irrevocable instructions to purchase such the Company’s transfer agent instructing the transfer agent to deliver a certificate or certificates evidencing the number of shares of Common Stock, in each case, as set forth on Stock purchased by such Purchaser’s signature page hereto, for an aggregate total purchase price equal registered in the name of such Purchaser (or designated nominee). Promptly after the Closing, the Company shall issue and deliver or cause to be delivered to each Purchaser one or more Warrants registered in the Subscription Amount set forth on name of each Purchaser (or in such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount nominee name(s) as set forth on the signature page hereto executed designated by such Purchaser shall be made available for “Delivery Versus Payment” settlement with in the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded WarrantStock Certificate Questionnaire) representing the number of shares of Warrant Shares set forth opposite the appropriate Purchaser’s name on Schedule A hereto, and Warrant as determined pursuant to Section 2.2(a), and bearing the Company and each Purchaser shall deliver the other items legend set forth in Section 2.2 deliverable at 4(j)(i). Closing documents, other than the Closing. Upon satisfaction of stock certificates representing the covenants and conditions set forth in Sections 2.2 and 2.3Purchased Securities, the Closing shall take place remotely may be delivered by facsimile or other electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., transmission on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released with original signature pages sent by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderovernight courier.

Closing. On the Closing Date, upon Subject to the terms and subject to the conditions set forth hereinin this Agreement, substantially concurrent with at the execution and delivery of this Agreement by the parties heretoClosing, the Company agrees shall issue and sell to selleach Purchaser, and each PurchaserPurchaser shall, severally and not jointly, agrees to purchasepurchase from the Company, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, Stock as set forth on indicated below such Purchaser’s name on the signature page heretoof this Agreement, for an aggregate total purchase price equal to the Subscription Amount set forth on for such Purchaser as indicated below such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth name on the signature page hereto executed of this Agreement. Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Purchasers, the Company shall deliver to each Purchaser its respective Company Counsel, in trust, a certificate or certificates, registered in such name or names as the Purchasers may designate, representing the Shares, Pre-Funded Warrant, and Warrant as determined pursuant with instructions that such certificates are to Section 2.2(a), and be held for release to the Purchasers only upon payment in full of the Subscription Amount to the Company by all the Purchasers. Unless otherwise agreed to by the Company and any Purchaser, upon such receipt by Company Counsel of the certificates, each Purchaser shall deliver promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction account of the covenants and conditions set forth Company as instructed in Sections 2.2 and 2.3writing by the Company, in an amount representing the purchase price for such Purchaser as indicated below such Purchaser’s name on the signature page of this Agreement. On the date (the “Closing Date”) the Company receives the aggregate Subscription Amounts, the certificates evidencing the Shares shall be released to the Purchasers (the “Closing”). The Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement purchase and sale of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) take place at the Placement Agent identified by each Purchaser; upon receipt offices of such SharesXxxxxxxxxx Xxxxxxx PC, 1251 Avenue of the Placement Agent shall promptly electronically deliver such Shares to the applicable PurchaserAmericas, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoingNew York, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and or at such other locations or remotely by facsimile transmission or other electronic means as the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderparties may mutually agree.

Closing. On The purchase and sale of the Purchased Securities shall take place at the offices of Bxxxx Bxxxx L.L.P., 2000 Xxxx Xxxxxx, Dallas, Texas 75201, at 2:00 p.m. Dallas, Texas time, on August 9, 2005, or at such other time and place as the Company and Purchasers representing a majority of the Purchased Securities to be purchased, mutually agree upon (which time and place are referred to in this Agreement as the “Closing”). At the Closing, against delivery of full payment for the Purchased Securities sold hereunder by wire transfer of immediately available funds in accordance with the Company’s instructions; the Company shall issue and deliver to each Purchaser (i) one or more stock certificates registered in the name of each Purchaser (or in such nominee name(s) as designated by such Purchaser in the Stock Certificate and Warrant Questionnaire, attached hereto as Appendix I (the “Stock Certificate Questionnaire”), representing the number of Firm Shares set forth opposite the appropriate Purchaser’s name on Schedule A hereto, and bearing the legend set forth in Section 4(k)(i) herein and (ii) the number of Firm Warrants set forth opposite the appropriate Purchaser’s name on Schedule A hereto, and bearing the legend set forth in Section 4(k)(ii) ; provided, however, that the Company may furnish to each Purchaser a facsimile copy of the warrant representing the Firm Warrant and of the stock certificate(s) representing the Firm Shares purchased by such Purchaser no later than the next Business Day following the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution original warrant and delivery of this Agreement original stock certificate(s) to be delivered to such Purchaser by overnight courier no later than the parties heretothird (3rd) Business Day following the Closing Date. Closing documents, other than the Company agrees to sell, warrants representing the Firm Warrants and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of the stock certificates representing the Firm Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed may be delivered by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., facsimile on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released with original signature pages subsequently sent by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderovernight courier.

Closing. On the Closing Datedate hereof, upon the terms parties shall execute and subject deliver to the conditions set forth herein, substantially concurrent with the execution and delivery of other parties this Agreement by the parties heretoAgreement, the Company agrees to sellEscrow Agreement (as defined below) and the Proceeds Agreement (as defined below). In addition, and each Purchaser, severally and not jointly, agrees to purchasewithin one (1) business day after the date hereof, (i) such number the Company will deliver to Manchester Companies, Inc. to be held in escrow the stock certificate representing the Preferred Shares and the Warrant of SharesFAMCO against confirmation of receipt of the portion of the Aggregate Purchase Price to be paid by FAMCO by wire transfer into the escrow account to be held in accordance with the terms of that certain Escrow Agreement dated April 13, 1998 to be entered into by and among the Company, FAMCO, and Manchester Companies, Inc. (the "Escrow Agreement"), substantially in the form of Exhibit 3 attached hereto, and (ii) a Pre-Funded the Company will deliver to Xxxxxxx, Calamari & Xxxxxxx to be held in escrow the stock certificate representing the Preferred Shares and the Warrant of Special Situations Fund against confirmation of receipt of the portion of the Aggregate Purchase Price to purchase such number of shares of Common Stockbe paid by Special Situations Fund by wire transfer into an escrow account with Xxxxxxx, and (iii) a Warrant Calamari & Xxxxxxx to purchase such number of shares of Common Stock, be held in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement accordance with the Company or its designee. The Company shall deliver terms of that certain Proceeds Agreement dated April 13, 1998 to each Purchaser its respective Shares, Pre-Funded Warrant, be entered into by and Warrant as determined pursuant to Section 2.2(a), and among the Company and each Purchaser such Special Situations Fund (the "Proceeds Agreement"), substantially in the form of Exhibit 4 attached hereto. The sale to, and purchase by, the Purchasers of the Preferred Shares and the Warrants (the "Closing") shall deliver occur one (1) business day after the other items satisfaction of all of the conditions of closing set forth in Section 2.2 deliverable at 7 hereof, but not later than May 8, 1998, or such other date as the Closing. Upon satisfaction of the covenants Purchasers and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue mutually agree upon (the Shares registered "Closing Date"). This Agreement shall terminate on the earlier of (i) failure to satisfy all of such conditions by 5 p.m. New York time on May 8, 1998 or (ii) notification from NASDAQ as defined below that the Company's Common Stock will not continue to be listed on the NASDAQ SmallCap Market. Upon any such Closing or termination, the Aggregate Purchase Price held in the Purchasers’ names and addresses and released by the Transfer Agent directly escrow pursuant to the account(s) at Escrow Agreement and the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor Proceeds Agreement shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (released as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderprovided therein.

Closing. The Closing of the transaction contemplated under this Agreement will occur on or before the Closing Date at the Delivery Location. “Closing” is defined herein as the transfer of ownership of the Vessel. Ownership shall transfer when: (a) all funds due from Buyer have been received by Seller pursuant to the terms of this Agreement, (b) the Vessel is delivered to Buyer, and (c) all other requirements for Closing as set forth in Paragraph 6 have been complied with. Closing may be facilitated by overnight courier or electronic means. Seller shall deliver the Vessel to Buyer at the Delivery Location, together with all gear, machinery, equipment, furnishings, fuel and other consumables (except any consumed during the trial run and any voyage to the Delivery Location), and all other tenders, toys, articles and appurtenances on board the Vessel as of the Date of this Agreement, except for items described in any written exclusion list (the “Exclusion List”) (i) attached to this Agreement, (ii) delivered to Buyer within five (5) days after this Agreement is fully executed (but in no event later than the Accept/Reject Date), or (iii) included in any listing specification for the Vessel delivered to Buyer. Buyer will be deemed to have accepted the Exclusion List if he accepts the Vessel. On or before the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company Seller shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, the Selling Broker all documents necessary to transfer title to the Vessel (and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the all other items set forth in Section 2.2 deliverable at hereby required to be delivered) to Buyer. At Closing, Buyer shall pay the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” Balance to Seller (“DVP”subject to Paragraph 6) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly and/or to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares Selling Broker for onward transfer to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) Seller by wire transfer transfer. Any funds Seller owes to (a) the Company). Notwithstanding Brokers for storage, insurance, repairs and/or other items, or (b) the foregoingholder of any other Encumbrance, with respect to any Notice(s) of Exercise (as defined in will be deducted from the Pre-Funded Warrants) delivered on or amount due Seller prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time disbursement of execution of the this Agreement, the Company agrees funds to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderSeller.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number up to an aggregate of Shares$______ of Ordinary Shares as determined pursuant to Section 2.2(a). Unless otherwise directed by the Placement Agent, (ii) a Pre-Funded Warrant each Purchaser shall deliver, via wire transfer, immediately available funds equal to purchase such number of shares of Common Stockits Subscription Amount pursuant to Section 2.2(b)(ii), and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective SharesShares and Ordinary Warrants (as applicable to each Purchaser), Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of HTFL or such other location as the parties shall mutually agree. Each Purchaser acknowledges that, concurrently with the Closing documentation. Unless otherwise directed by and pursuant to the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing DateProspectus, the Company shall may sell up to $[●] of additional Securities to purchasers not party to this Purchase Agreement, and will issue the to each such purchaser such additional Shares registered and Ordinary Warrants in the Purchasers’ names same form and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Sharessame Ordinary Share Purchase Price. The Company covenants that, if the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) Purchaser delivers a Notice of Exercise (as defined in the Pre-Funded Ordinary Warrants) delivered on or prior to no later than 12:00 p.m. (New York City time) on the Closing Date to exercise Ordinary Warrants between the date hereof and the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to shall deliver the Pre-Funded Ordinary Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) the Purchaser on the Closing Date and in connection with such Notice of Exercise; provided that the Closing Date shall be Purchasers must deliver payment of the Warrant Share Delivery Date Exercise Price (as defined in the Pre-Funded Ordinary Warrants) for purposes hereunderat or prior to Closing.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page heretoof $40.0 million of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” direct settlement with the Company or its designeeCompany. The Company shall deliver to each Purchaser its respective SharesShares and Warrants, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), ) and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place occur at the offices of Company Counsel or such other location (including remotely by electronic transfer of transmission) as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on On the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and Purchaser against payment therefor shall be made by the Placement Agent (or its clearing firm) each Purchaser by wire transfer to the Company). Notwithstanding anything herein to the foregoingcontrary, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered if at any time on or after the time of execution of this Agreement by the this AgreementCompany and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company agrees shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Funded Warrant Shares subject Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such notice(s) decision to sell any shares of Common Stock by 4:00 p.m. (New York City time) on such Purchaser shall solely be made at the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundertime such Purchaser elects to effect any such sale, if any.

Closing. On the Closing Date, upon Subject to the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3this Agreement, at the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing DateClosing, the Company shall issue and sell to the Initial Purchasers, and the Initial Purchasers shall purchase from the Company, the Shares registered in for a purchase price of $990 per share and an aggregate purchase price of $49,500,000 (FORTY-NINE MILLION FIVE HUNDRED THOUSAND DOLLARS) (the Purchasers’ names and addresses and released by “Aggregate Initial Purchase Price”), as indicated below each Initial Purchaser’s name on the Transfer Agent directly signature pages of this Agreement under the heading “Initial Purchase Price delivered to Company.” Subject to the account(s) terms and conditions set forth in this Agreement, at the Placement Agent identified by Closing, each Purchaser; upon receipt of such Shares, the Placement Agent Initial Purchaser shall promptly electronically deliver such Shares sell to the applicable Subsequent Purchaser, and payment therefor the Subsequent Purchaser shall be made by purchase from each Initial Purchaser, the Placement Agent Shares for a purchase price of $1,000 per share and an aggregate purchase price of $50,000,000 (or its clearing firmFIFTY MILLION DOLLARS) by wire transfer (the “Aggregate Purchase Price”), as indicated below the Subsequent Purchaser’s name on the signature pages of this Agreement under the heading “Aggregate Purchase Price delivered to Initial Purchasers.” The Closing shall take place at the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) offices of Initial Purchaser’s Counsel on the closing date of the Debt Refinancing, after the satisfaction or waiver of all of the conditions set forth in Article V (other than those conditions that by their nature must be satisfied on the Closing Date), or at such other location or time as the parties may agree (such date on which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and occurs being hereinafter referred to as the “Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderDate”).

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, up to an aggregate of (i) $6,000,000 of Shares for each Purchaser equal to such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, Purchaser’s Subscription Amount for Shares as set forth on such Purchaser’s the signature page heretohereto executed by such Purchaser divided by the Per Share Purchase Price, for an aggregate total purchase price equal and (ii) Series M Warrants and Series N Warrants, if applicable, as determined pursuant to the Subscription Amount set forth on such Purchaser’s signature page heretoSection 2.2(a). Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrantand a Series M Warrant Series and, and if applicable, a Series N Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and Section 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding The Company covenants that, if the foregoing, with respect to any Notice(s) of Purchaser delivers an Exercise Notice (as defined in the Pre-Funded Warrants) to exercise Warrants between the date hereof and the Closing Date, the Company shall deliver Warrant Shares to the Purchaser on the Closing Date in connection with such Exercise Notice, provided that the Company shall be obligated to deliver Warrant Shares on the Closing Date only in connection with Exercise Notice(s) that are delivered on to the Company at or prior to 12:00 p.m. (New York City time) on the Trading Day immediately prior to Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On Upon the Closing Datesubscription of at least 592,592 shares of -------------------- the Common Stock, the Company may hold a closing of the sale of those shares and continue to sell the remaining Common Stock in the Offering as provided herein, with subsequent closings to occur from time to time thereafter as requested by the Company, provided that each closing must be for the minimum of 450,000 shares of Common Stock upon the terms and subject to completion of the Offering. All of the conditions set forth herein, substantially concurrent with the execution and delivery in Section 11 of this Agreement by shall have been fulfilled to the parties heretosatisfaction of the Agent and its counsel at each such closing. In each closing, the Company agrees on such Closing Date to sellissue the Shares which have been subscribed for against payment therefor from the aforesaid Escrow Account maintained for the benefit of the subscribers with the Escrow Agent and to deliver certificates evidencing ownership of such Shares in such authorized denominations and registered in such names as indicated on the Stock Order Forms directly to the purchasers thereof as promptly as practicable after such Closing Date. Each a closing shall be held at the offices of Thompson Knight Brown Parker & Xxxhx, X.L.X. xx Xxxxton, Xxxxx, or at such other place as shall be agreed upon between the Company and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each casethe Agent, as set forth of the close of business on such Purchaser’s signature page heretothe business days to be selected by the Agent, for an aggregate total purchase price equal which business day shall be no less than two business days following the giving of prior notice to the Subscription Amount set forth on Company and no more than five business days after the Shares have been sold or at such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount other time as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with agreed upon between the Company or its designeeand the Agent. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for the Shares. At the closing, the Company shall deliver to each Purchaser its respective Sharesthe Agent in next day funds the commissions, Pre-Funded Warrant, fees and Warrant expenses due and owing to the Agent as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 3, 9 and 2.310 hereof, and the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed certificates required hereby and other documents deemed reasonably necessary by the Placement Agent, settlement Agent shall be executed and delivered to effect the sale of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on as contemplated hereby and pursuant to the Closing Date, terms of the Prospectus. The hour and date upon which the Company shall issue release for delivery the Shares registered (in one or more transactions), in accordance with the Purchasers’ names and addresses and released by terms hereof, are referred to herein as the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the "Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder."

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) up to an aggregate of 4,400 shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such number of SharesPurchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, (ii) a Pre-Funded Warrant and Warrants as determined by pursuant to purchase such Section 2.2(a). The aggregate number of shares of Common StockPreferred Stock sold hereunder shall be up to 4,400. Each Purchaser shall deliver to the Escrow Agent, and (iii) via wire transfer or a Warrant to purchase such number of shares of Common Stockcertified check, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price immediately available funds equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by The Company covenants that, if the Placement Agent, settlement Purchaser delivers a Notice of Conversion (as defined in the Shares shall occur via “Delivery Versus Payment” (“DVP”Certificate of Designation) (i.e., on to convert any shares of Preferred Stock between the date hereof and the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Conversion Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) Purchaser on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderconnection with such Notice of Conversion.

Closing. On The purchase and sale of the Offered Units shall be completed at the Closing Date, upon Time at the terms and subject offices of counsel to the conditions set forth hereinCorporation, substantially concurrent with Xxxxxx Xxxxxx Xxxxxxx LLP, Toronto, Ontario, or at such other place or places as the execution Agent and delivery of this Agreement by the parties heretoCorporation may agree. At the Closing Time, the Company agrees Corporation shall (a) deliver to sellthe Agent one or more global certificates representing the Unit Shares and Warrants, respectively, sold pursuant to the Offering registered in the name of CDS Clearing and each PurchaserDepositary Services Inc., severally and not jointlyor its nominee (“CDS”), agrees or otherwise effect or cause to purchase, (ibe effected one or more electronic deposit(s) pursuant to the non-certificated issue system maintained by CDS such number quantity of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common StockOffered Units as the Agent may direct the Corporation in writing, and (iiib) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined Purchasers in the PreUnited States that are Accredited Investors, deliver to the Agent physical certificates representing the Unit Shares and Warrants registered as the Agent may direct the Corporation in writing against payment by the Agent to the Corporation of the aggregate purchase price payable to the Corporation for the Offered Units by certified cheque, bank draft or wire transfer. The payment made to the Corporation will be net of the Agency Fee and net of amounts payable to the Agent’s legal counsel, Xxxxx & XxXxxxxx LLP, and out-Funded Warrants) delivered of-pocket expenses of the Agent incurred in connection with the Offering (which expenses shall be borne by the Corporation), as more fully set out in Section 13. In addition, the Corporation shall, at the Closing Time, issue to the Agent the Compensation Warrant Certificates. If the aggregate gross proceeds to the Corporation from the Initial Closing is equal to or greater than the Minimum Offering, the Corporation and the Agent may agree from time to time to hold additional closings on or prior to 12:00 p.m. (New York City time) 30 days following the date of issuance of the Final Receipt to issue additional Units until such time as the aggregate gross proceeds to the Corporation is equal to the Maximum Offering. Any such additional closing shall be referred to as a “Subsequent Closing” and shall be conducted in the same manner as the Initial Closing. At any Subsequent Closing, the Corporation and the Agent shall make all necessary payments and the Corporation shall, at its sole expense, deliver all of the certificates, opinions and other documents to be delivered by it on the Initial Closing Date, which may be delivered at each updated to the date of any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderSubsequent Closing.

Closing. On Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the “Closing”) held at the offices of _____________________________________ on the date hereof (the “Closing Date”). Except to the extent expressly set forth in this Agreement to the contrary, and notwithstanding the actual occurrence of the Closing at any particular time on the Closing Date, upon the Closing shall be deemed to occur and be effective as of 12:01 a.m. Brussels time on the Closing Date. Deliveries at the Closing Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by Agreement, at the parties heretoClosing, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company Seller shall deliver to each Purchaser its Buyer copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) and, where required, the stockholder(s) of Seller, authorizing and approving the transactions contemplated by this Agreement, certified by the respective Shares, Pre-Funded Warrant, corporate secretary (or local equivalent) or a director to be true and Warrant complete and in full force and effect and unmodified as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at of the Closing. Upon satisfaction the terms and subject to the conditions of this Agreement, at the Closing, the Buyer shall deliver to Seller copies of the covenants resolutions (or local equivalent) of the board of directors (or local equivalent) and, where required, the stockholder(s) of Buyer, authorizing and conditions approving the transactions contemplated by this Agreement, certified by the respective corporate secretary (or local equivalent) or a director to be true and complete and in full force and effect and unmodified as of the Closing. Each document of transfer or assumption referred to in this Section 4.2 (or in any related definition set forth in Sections 2.2 Article 1) that is not attached as an Exhibit to this Agreement shall be in customary form (including with respect to the jurisdiction to which it pertains) and 2.3shall be reasonably satisfactory in form and substance to the parties thereto, but shall not contain any representations, warranties, covenants or agreements other than those specifically contemplated in or referred to in this Agreement. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Closing Parties shall take place remotely by electronic sign the transfer of the Closing documentationShares in the share register of Company. Unless otherwise directed by Seller hereby gives [ ], the Placement Agentpower to transfer for it and in its name the Shares to the Buyer and to that effect sign for it and in its name, settlement in the capacity of assignor, the transfer of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on to the Closing DateBuyer in the share register of the Company. Buyer hereby gives [_________________], the Company shall issue power to accept for it and in its name the Shares registered from the Seller and to that effect sign for it and in its name, in the Purchasers’ names and addresses and released by capacity of assignee, the Transfer Agent directly transfer of the Shares from the Seller to the account(s) Buyer in the share register of the Company. MISCELLANEOUS Notices . Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor addressee's location on any business day after 5:00 p.m. (addressee's local time) shall be made by the Placement Agent deemed to have been received at 9:00 a.m. (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City addressee's local time) on the Closing Datenext business day), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows: To Buyer: ___________________________ ___________________________ ___________________________ Facsimile: [•] Attention: [•] with a copy to: [•] Facsimile: [•] Attention: [•] To Seller: ___________________________ ___________________________ ___________________________ Facsimile: [•] Attention: [•] with a copy to: [•] Facsimile: [•] Attention: [•] or to such other address as any Party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. Any Party to this Agreement may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided, however, that such notification shall only be effective on the date specified in such notice or five (5) business days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. Counterparts: Effectiveness . This Agreement may be delivered at any time after executed in two or more consecutive counterparts (including by facsimile), each of which shall be an original, with the time of execution same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the this Agreement, Parties and delivered (by telecopy or otherwise) to the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderother Parties.

Closing. On the Closing DateDates, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number up to an aggregate of Shares, (ii) a Pre-Funded Warrant to purchase such number of 2,400 shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for Series C Preferred Stock with an aggregate total purchase price Stated Value for each Purchaser equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a), it being understood that, and as more fully described below, each Purchaser shall indicate on its signature page the aggregate Subscription Amount to be made purchased hereunder by such Purchaser, and such Purchaser shall purchase Series C Preferred Stock and Warrants for a Subscription Amount equal to 50% of its aggregate Subscription Amount on the First Closing Date and purchase Series C Preferred Stock and Warrants for a Subscription Amount equal to 50% of its aggregate Subscription Amount on the Second Closing Date, subject to the conditions set forth herein. Each Purchaser shall deliver to the Company, via wire transfer, immediately available for “Delivery Versus Payment” settlement with funds equal to its Subscription Amount as to the Company or its designee. The applicable Closing and the Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, shares of Series C Preferred Stock and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the applicable Closing. The Closings shall take place in two stages as set forth below (respectively, the “First Closing” and the “Second Closing” and the respective dates thereof, the “First Closing Date” and the “Second Closing Date”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the each Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt offices of EGS or such Shares, other location as the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundermutually agree.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant up to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal of approximately $1.5 million of Shares and Warrants (without regard to the Subscription Amount set forth on such Purchaser’s signature page heretopotential proceeds from the exercise of the Warrants). Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything to the foregoingcontrary herein and the Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with respect to any Notice(sall other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of Exercise the Exchange Act) in excess of 9.9% of the then issued and outstanding shares of Common Stock outstanding at the Closing (as defined in the Pre-Funded Warrants) delivered on or “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to 12:00 p.m. (New York City time) on the Closing, shall be conditioned upon the issuance of Shares at the Closing Date, which may be delivered at any time after to the time of execution other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Common Stock would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchasers’ Subscription Amount shall automatically be reduced as necessary in order to comply with this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderparagraph.

Closing. On The Initial Closing and any Subsequent Closing shall take place at the Closing Dateoffices of Mayer, upon Brown, Xxxx & Maw LLP, at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M. on the terms and subject third (3rd) Business Day after the date that Seller Representative or Purchaser notifies Purchaser or Seller Representative, as the case may be, that (a) with respect to the Initial Closing, Sellers or Purchaser, as the case may be, desire to close the transactions with respect to each Acquired Company specified in such notice and for which the applicable conditions set forth herein, substantially concurrent with precedent specified in Article VII have been satisfied on the execution and delivery date of this Agreement such notification (other than conditions to be satisfied at the Initial Closing) or have been waived by all the parties heretopermitted to waive such conditions (each, an “Initial Acquired Company”); provided, however, that in no event may Seller Representative or Purchaser send a notification regarding the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, Initial Closing unless either (i) such number subject to Section 7.3(g), the Initial Acquired Companies include all of Shares, the Acquired Companies that primarily operate in at least five (5) countries in the Territory or (ii) a Pre-Funded Warrant to purchase such number the aggregate enterprise value of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, the Initial Acquired Companies as set forth on such Purchaser’s signature page hereto, in Column 1 Schedule 2.2(b) constitutes fifty percent (50%) or more of the aggregate enterprise value for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount all Acquired Companies as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser2.2(a)(i), and payment therefor shall be made by the Placement Agent (or its clearing firmb) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(sa Subsequent Closing, Sellers or Purchaser, as the case may be, desire to close the transactions with respect to each Acquired Company (other than an Initial Acquired Company) for which the applicable conditions precedent specified in Section 7.4 have been satisfied on the date of Exercise such notification (other than conditions to be satisfied at the applicable Subsequent Closing) or have been waived by all the parties permitted to waive such conditions, which notice shall specify each such Acquired Company (each, a “Subsequent Acquired Company”). The Initial Closing and each Subsequent Closing, if any, and all transactions to occur at the applicable Closing, shall be deemed to have taken place at, and shall be effective as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (of, 12:01 a.m. New York City time) time on the applicable Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. (a) On the Closing DateDate (as defined below), upon on the terms basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sellsell at the Closing (as defined below), and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchasepurchase at the Closing, an aggregate amount of Securities equal to or exceeding the Minimum Offering Amount and up to an aggregate of the Maximum Offering Amount, calculated upon a total price per Share and Warrant equal to $3.125 (i) such number of Sharesthe “Per Share Purchase Price”), (ii) and a total price per Pre-Funded Warrant and Warrant equal to purchase $3.115 (the “Per Pre-Funded Warrant Purchase Price”) and, together with the Per Share Purchase Price, the “Purchase Price”). Each Purchaser shall, on or prior to the Closing Date, deliver to U.S. Bank National Association (the “Escrow Agent”), the aggregate amount to be paid by such number of shares of Common Stock, and (iii) a Warrant Purchaser for the Securities purchased hereunder as specified next to purchase such number of shares of Common Stock, in each case, as set forth Purchaser’s name on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to hereto (the “Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed Amount”) by such Purchaser shall be made wire transfer of immediately available for “Delivery Versus Payment” settlement funds in accordance with the Company or its designee. The Escrow Agent’s written wire instructions, and the Company shall deliver to each Purchaser its respective Shares, Shares and/or Pre-Funded WarrantWarrants, as applicable, and a Warrant as determined pursuant to Section 2.2(a1.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 1.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 1.2 and 2.31.3, the Closing shall take place remotely by electronic transfer occur at the offices of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” Hxxxxx Xxxxxxx & Exxxx LLP (“DVPHSE”) (i.e.), on with offices located at 1000 Xxxxxx & Xxxx Xxxxx, Xxxxxxxxx, XX 00000, or such other location as the Closing Date, the Company parties shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company)mutually agree. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in a Closing shall not occur for less than the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing DateMinimum Offering Amount, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be occur on or before August 15, 2017 (the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder“Termination Date”).

Closing. On the First Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, the Purchaser agrees to purchase, up to an aggregate of Three Hundred Thousand Dollars $300,000 (ithe “First Closing Subscription Amount”) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, . The Company and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price the Purchaser hereby acknowledge that funds equal to the First Closing Subscription Amount set forth have previously been advanced on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth behalf of the Purchaser to the Company and on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with First Closing Date, the Company or its designee. The Company shall deliver to each the Purchaser its respective First Closing Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the First Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall take place remotely by electronic transfer occur at the offices of Company Counsel or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by On the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Second Closing Date, upon the Company shall issue the Shares registered in the Purchasers’ names terms and addresses and released by the Transfer Agent directly subject to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreementconditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of Two Hundred Thousand Dollars $200,000 (the “Second Closing Subscription Amount”) of Shares. The Purchaser shall deliver to the Pre-Funded Warrant Shares Company via wire transfer or a certified check immediately available funds equal to the Second Closing Subscription Amount and the Company shall deliver to the Purchaser the Second Closing Shares. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. On the Third Closing Date, upon the terms and subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of One Hundred Thousand Dollars $100,000 (the “Third Closing Date Subscription Amount”)of Shares. The Purchaser shall be deliver to the Warrant Share Delivery Date Company via wire transfer or a certified check immediately available funds equal to the Third Closing Subscription Amount and the Company shall deliver to the Purchaser the Third Closing Shares. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. On the Fourth Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of One Hundred Thousand Dollars $200,000 (the “Fourth Closing Subscription Amount”)of Shares. The Purchaser shall deliver to the Company via wire transfer or a certified check immediately available funds equal to the Fourth Closing Subscription Amount and the Company shall deliver to the Purchaser the Fourth Closing Shares. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of Company Counsel or such other location as defined in the Pre-Funded Warrants) for purposes hereunderparties shall mutually agree.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant up to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal of $25,000,000 of Units as determined pursuant to Section 2.2(a). Unless otherwise directed by the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Placement Agent, each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Series A Shares and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of the Placement Agent Counsel or such other location as the parties shall mutually agree. Each Purchaser acknowledges that, concurrently with the Closing documentationand pursuant to the Prospectus, the Company may sell up to $25,000,000 of additional Units to purchasers not party to this Agreement, less the aggregate Subscription Amount pursuant to this Agreement, and will issue to such purchasers such Series A Shares and Warrants in the same form and at the same Unit Purchase Price. Unless otherwise directed by the Placement Agent, settlement of the Series A Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Series A Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Series A Shares, the Placement Agent shall promptly electronically deliver such Series A Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything to the foregoingcontrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Series A Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with respect to any Notice(sall other Common Shares owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of Exercise the Exchange Act) in excess of 9.99% of the then issued and outstanding Common Shares outstanding at the Closing (as defined in the Pre-Funded Warrants) delivered on or “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to 12:00 p.m. (New York City time) on the Closing, shall be conditioned upon the issuance of Shares at the Closing Date, which may be delivered at any time after to the time of execution other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Series A Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderparagraph.

Closing. On The closing of the Closing DateMerger hereunder shall be conducted telephonically and/or via email, upon facsimile transfer or other similar means of correspondence (the terms and subject to the conditions set forth herein, substantially concurrent “Closing”) concurrently with the execution and delivery of this Agreement by on the parties heretoEffective Date (the date of Closing, the Company agrees to sell“Closing Date”), and each Purchasershall be deemed to have taken place at the offices of DLA Piper LLP (US) in New York City or at such other place as the Parties may mutually agree. Subject to the terms and conditions of this Agreement, severally and not jointly, agrees to purchaseat the Closing, (i) such number of Merger Sub will issue one Merger Sub Share to the Parent in consideration for the Parent issuing the Parent Shares in accordance with the provisions Section 2.1.5(a) (which Parent Shares, for the avoidance of doubt, the Parent is issuing to the Sellers in consideration for the Merger), which Merger Sub Share shall be duly authorized, validly issued, fully-paid and non-assessable; (ii) the Parent will issue, subject to the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a Pre-Funded Warrant request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by MeiraGTx Holdings plc filing of the Certificate of Merger as provided in Section 2.1.1 of this Agreement, the Parent Shares to purchase such number the Sellers (which Parent Shares, for the avoidance of shares doubt, the Parent is issuing to the Sellers in consideration for the Merger), credited as fully paid, in accordance with Section 2.1.5(a) of Common Stockthis Agreement, which shall be allocated amongst the Sellers as set forth on Schedule 2.1.5, in exchange for the issue of one Merger Sub Share by Merger Sub; and (iii) a Warrant the Parties will exchange (or cause to purchase such number of shares of Common Stockbe exchanged) the certificates and/or other documents, in each caseor do, as set forth on such Purchaser’s signature page heretoor cause to be done, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction all of the covenants and conditions set forth things respectively required of each Party as specified in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderArticle 4 herein.

Closing. On the Closing Date, upon Subject to the terms and subject to the conditions set forth hereinin this Agreement, substantially concurrent with at the execution and delivery of this Agreement by the parties heretoClosing, the Company agrees shall issue and sell to selleach Purchaser, and each PurchaserPurchaser shall, severally and not jointly, agrees to purchasepurchase from the Company, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, Stock as set forth on indicated below such Purchaser’s name on the signature page heretoof this Agreement, for an aggregate total purchase price equal to the Subscription Amount set forth on for such Purchaser as indicated below such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth name on the signature page hereto executed of this Agreement Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Purchasers, the Company shall deliver to each Purchaser its respective Xxxxxxxxxx Xxxxxxx PC (“Placement Agent Counsel”), in trust, a certificate or certificates, registered in such name or names as the Purchasers may designate, representing the Shares, Pre-Funded Warrant, and Warrant as determined pursuant with instructions that such certificates are to Section 2.2(a), and be held for release to the Purchasers only upon payment in full of the Subscription Amount to the Company by all the Purchasers. Unless otherwise agreed to by the Company and any Purchaser, upon such receipt by Placement Agent Counsel of the certificates, each Purchaser shall deliver promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction account of the covenants and conditions set forth Company as instructed in Sections 2.2 and 2.3writing by the Company, in an amount representing the purchase price for such Purchaser as indicated below such Purchaser’s name on the signature page of this Agreement. On the date (the “Closing Date”) the Company receives the aggregate Subscription Amounts, the certificates evidencing the Shares shall be released to the Purchasers (the “Closing”). The Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement purchase and sale of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) take place at the Placement Agent identified by each Purchaser; upon receipt offices of such SharesXxxxxxxxxx Xxxxxxx PC, 1251 Avenue of the Placement Agent shall promptly electronically deliver such Shares to the applicable PurchaserAmericas, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoingNew York, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and or at such other locations or remotely by facsimile transmission or other electronic means as the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderparties may mutually agree.

Closing. Upon satisfaction of the conditions set forth herein and upon receipt of all closing deliverables set forth in this Section 5, unless waived by the Company and the Holder, a closing (the date of such closing sometimes referred to herein as the “Closing Date” or the “Effective Date”) shall occur at the offices of King & Spalding LLP, 600 X. Xxxxxxxxxx Xxx., Xxxx Xxxx, Xxxxxxxxxx 00000, or such other location as the parties shall mutually agree. On or before the Closing Date, upon the terms and subject Holder shall deliver to the conditions set forth hereinCompany (a) certificates representing the Holder’s Preferred Shares, substantially concurrent with the execution and delivery of this Agreement by the parties hereto(b) Holder’s Warrants, and the Company agrees shall deliver to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such Holder in book entry form the total number of shares of restricted Common Stock, and (iii) a Warrant to purchase such number Stock of shares of Common Stock, in each case, the Company as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page Schedule A annexed hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e.Additionally, on or before the Closing Date, the Company shall issue have received (i) Other Agreements executed by 100% of the Shares registered in Other Holders (as such terms are defined below) and (ii) conversion notices from holders of 100% of the Purchasers’ names outstanding shares of the Company’s Series A Preferred Stock, Series B Preferred Stock and addresses Series E Preferred Stock, duly executed by each such holder and released by the Transfer Agent directly evidencing each such holder’s irrevocable intention to convert its respective preferred stock into Common Stock pursuant to the account(s) at terms of the Placement Agent identified by applicable Certificate of Designations for each Purchaser; upon receipt such series of such preferred stock. On the Effective Date, any and all obligations of the Company to Holder under the Certificate of Designations or with respect to the Preferred Shares or the Warrants shall be fully satisfied, the certificates evidencing the Preferred Shares and Warrants shall be cancelled, the Certificate of Designations, the Subscription Agreement and the Registration Rights Agreement shall be terminated and of no further force or effect and Holder will have no remaining rights, powers, privileges, remedies or interests under the Subscription Agreement, the Certificate of Designations, the Preferred Shares, the Placement Agent shall promptly electronically deliver such Shares to Warrants or the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Registration Rights Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On The purchase and sale of the Purchased Securities shall take place at the offices of Bxxxx Bxxxx L.L.P., 2000 Xxxx Xxxxxx, Dallas, Texas 75201, at 2:00 p.m. Dallas, Texas time, on August 9, 2005, or at such other time and place as the Company and Purchasers representing a majority of the Purchased Securities to be purchased, mutually agree upon (which time and place are referred to in this Agreement as the “Closing”). At the Closing, against delivery of full payment for the Purchased Securities sold hereunder by wire transfer of immediately available funds in accordance with the Company’s instructions; the Company shall issue and deliver to each Purchaser (i) one or more stock certificates registered in the name of each Purchaser (or in such nominee name(s) as designated by such Purchaser in the Stock Certificate and Warrant Questionnaire, attached hereto as Appendix I (the “Stock Certificate Questionnaire”), representing the number of Firm Shares set forth opposite the appropriate Purchaser’s name on Schedule A hereto, and bearing the legend set forth in Section 4(k)(i) herein and (ii) the number of Firm Warrants set forth opposite the appropriate Purchaser’s name on Schedule A hereto, and bearing the legend set forth in Section 4(k)(ii); provided, however, that the Company may furnish to each Purchaser a facsimile copy of the warrant representing the Firm Warrant and of the stock certificate(s) representing the Firm Shares purchased by such Purchaser no later than the next Business Day following the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution original warrant and delivery of this Agreement original stock certificate(s) to be delivered to such Purchaser by overnight courier no later than the parties heretothird (3rd) Business Day following the Closing Date. Closing documents, other than the Company agrees to sell, warrants representing the Firm Warrants and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of the stock certificates representing the Firm Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed may be delivered by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., facsimile on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released with original signature pages subsequently sent by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderovernight courier.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, up to an aggregate of [____] Units, with each Unit consisting of one Share of Common Stock (i) such number of Shares, (ii) a or Pre-Funded Warrants in lieu thereof), one Class A Warrant to purchase such number one share of shares Common Stock and one Class B Warrant to purchase one share of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded WarrantWarrants, Class A Warrants and Warrant as determined pursuant to Section 2.2(a)Class B Warrants, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of Xxxxxxxx or such other location as the Closing documentationparties shall mutually agree or virtually in accordance with the provisions of this Agreement. Unless otherwise directed by the Placement AgentAgents, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent Agents identified by each Purchaser; upon receipt of such Shares, the Placement Agent Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Agents (or its their clearing firm) by wire transfer to the Company), and delivery of the Pre-Funded Warrants, the Class A Warrants and the Class B Warrants shall be made via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) for the account of the applicable Purchaser. Notwithstanding anything to the contrary hereunder, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of Common Stock outstanding immediately prior to giving effect to the issuance of the Common Stock on the Closing Date (“Beneficial Ownership Maximum”), such Purchaser may elect to receive only the Beneficial Ownership Maximum at the Closing with the balance of any Shares purchased hereunder, if any, held in abeyance for such Purchaser and issued immediately following the Closing, upon issuance of a Pre-Funded Warrant to purchase such number of Shares of Common Stock as would have exceeded the Beneficial Ownership Maximum, provided in no event shall such Purchaser’s beneficial ownership ever exceed the Beneficial Ownership Maximum. The determination pursuant to the provisions of the previous sentence of whether any Purchaser’s beneficial ownership exceeds the Beneficial Ownership Maximum shall be in the sole discretion of such Purchaser and the Company shall have no obligation to verify or confirm the accuracy of such determination. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 4:00 p.m. (New York City time) on the Trading Day prior to the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the applicable Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On The Closing will take place at the offices of Milbank, Tweed, Xxxxxx & XxXxxx LLP, 601 South Xxxxxxxx Street, 31st Floor, Los Angeles, California, or at such other place as Purchaser and the Company mutually agree, at 10:00 A.M. local time and shall be deemed to occur at 6:00 A.M., Central time, on the day immediately after the Closing Date (the "TRANSFER TIME"). At the Closing, Purchaser will pay the Estimated Purchase Price by wire transfer of immediately available funds to such accounts as the Company may reasonably direct by written notice delivered to Purchaser at least two (2) Business Days before the Closing Date. Simultaneously, upon (a) the terms Company will assign and subject transfer to Purchaser all of its right, title and interest in and to the conditions set forth hereinAssets (free and clear of all Liens, substantially concurrent with the execution and other than Permitted Liens) by delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number a General Assignment and Xxxx of SharesSale substantially in the form of EXHIBIT A hereto (the "GENERAL ASSIGNMENT"), duly executed by the Company, (ii) a Pre-Funded Warrant general warranty deeds in proper statutory form for recording and otherwise in form and substance reasonably satisfactory to purchase such number of shares of Common Stock, Purchaser conveying title to the Owned Real Property and (iii) a Warrant to purchase such number other good and sufficient instruments of shares of Common Stockconveyance, assignment and transfer, in each caseform and substance reasonably acceptable to Purchaser's counsel, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal shall be effective to vest in Purchaser good title to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount Assets (the General Assignment and the other instruments referred to in clauses (ii) and (iii) being collectively referred to herein as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a"ASSIGNMENT INSTRUMENTS"), and (b) Purchaser will assume from the Company the due payment, performance and discharge of the Assumed Liabilities by delivery of (i) an Assumption Agreement substantially in the form of EXHIBIT B hereto (the "ASSUMPTION AGREEMENT"), duly executed by Purchaser, and (ii) such other good and sufficient instruments of assumption, in form and substance reasonably acceptable to the Company's counsel, as shall be effective to cause Purchaser to assume the Assumed Liabilities as and to the extent provided in SECTION 1.02(a) (the Assumption Agreement and such other instruments referred to in clause (ii) being collectively referred to herein as the "ASSUMPTION INSTRUMENTS"). At the Closing, there shall also be delivered to the Company and each Purchaser shall deliver the 8 certificates and other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants contracts, documents and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly instruments required to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date under ARTICLES VI and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderVII.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, up to an aggregate of approximately $5,000,002 of Securities; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (itogether with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such number Purchaser may otherwise choose, in lieu of Shares, (ii) a purchasing Shares such Purchaser may elect to purchase Pre-Funded Warrant Warrants in lieu of Shares in such manner to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, result in each case, as set forth on such Purchaser’s signature page hereto, for an the same aggregate total purchase price equal being paid by such Purchaser to the Subscription Amount set forth on such Purchaser’s signature page heretoCompany. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant Securities as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of occur at such location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On The closing (the Closing Date, upon "Closing") of the terms purchase and subject to sale of any shares of Offered Stock shall be held on such date and at such time as is specified in the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement Response Notice given by the parties heretoPerson or Persons electing to purchase the same (each, the Company agrees to sella "Purchaser"); provided, and each Purchaserhowever, severally and not jointly, agrees to purchase, that (i) the date so specified shall be not less than 45 nor more than 60 days after the date of such number Response Notice and (ii) if there is more than one Purchaser, the Closing shall be held on the date specified in the earliest affirmative Response Notice. The Closing shall take place at the principal office of Sharesthe Company or at such other location as may be mutually agreed upon by the Purchasers and the Person or Persons from which the shares of Offered Stock are to be purchased. At the Closing, each seller of Offered Stock shall deliver a certificate or certificates representing the shares of Offered Stock to be sold by such seller to the Purchasers, duly endorsed in blank or accompanied by stock powers duly executed in blank or otherwise in form acceptable for transfer on the books of the Company, and the Purchasers shall pay to each seller of Offered Stock an amount in cash equal to the Purchase Price for such Stock. Each seller of Offered Stock shall cooperate in good faith with the Purchasers in connection with the Closing. In addition, at the Closing, the personal representative of the estate of a Deceased Shareholder or of a Deceased Spouse, if any, shall deliver to the Purchasers (i) copies of the letters testamentary or letters of administration evidencing his appointment and qualification, (ii) a Pre-Funded Warrant certificate issued by the Internal Revenue Service pursuant to purchase such number Section 6325 of shares of Common Stockthe Internal Revenue Code discharging the Stock to be sold from liens imposed by the Internal Revenue Code, and (iii) a Warrant to purchase such number an estate tax waiver issued by the state of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction domicile of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (Deceased Shareholder or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderDeceased Spouse.

Closing. On the one or more Closing DateDates, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserof the Purchasers, severally and not jointly, agrees to purchasepurchase the Units for an aggregate purchase price up to a maximum of $2,750,000 (“Purchase Price”), each consisting of one share of Common Stock (ior, at the election of any Purchaser who, as a result of the ownership of the Common Stock would hold in excess of 4.99% of the Company’s issued and outstanding Common Stock, the equivalent amount of Preferred Shares) such number of Shares, (ii) a Pre-Funded Warrant together with Warrants to purchase such number of in the aggregate shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price Stock equal to seventy percent (70%) of the Subscription Amount set forth on subscribed Shares (in the event a Purchaser elects to receive Preferred Shares, seventy percent (70%) of the Conversion Shares) (each such Purchaser’s signature page heretopurchase and sale being the “Closing”), at the Per Unit Purchase Price. Each Prior to the Closing, each Purchaser shall deliver to the Company, inter alia, such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made by a wire transfer of immediately available for “Delivery Versus Payment” settlement with funds, and the Company or its designee. The shall, on the Closing Date, cause the Company shall to deliver to each Purchaser, inter alia, a certificate representing the number of Shares and Warrants purchased by each such Purchaser its respective Shares, Pre-Funded Warrant, and Warrant at the Closing as determined pursuant to Section 2.2(a), and the . The Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closings shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, each Closing Date shall take place remotely by electronic transfer of occur on or before February 28, 2018 (such outside date, “Termination Date”). If any Closing is not held on or before the Closing documentation. Unless otherwise directed Termination Date, (i) all subscription documents executed by the Placement AgentCompany or a Purchaser shall be returned to the Company or such Purchaser, settlement of as applicable, and (ii) each Subscription Amount shall be returned, without interest or deduction to the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., Purchaser who delivered such Subscription Amount. If a Closing is not held on or before the Closing Termination Date, the Company shall issue the Shares registered in the Purchasers’ names cause all subscription documents and addresses and released by the Transfer Agent directly funds to the account(s) at the Placement Agent identified by be returned, without interest or deduction to each prospective Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, up to an aggregate of (i) $4,070,000 of Shares for each Purchaser equal to such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, Purchaser’s Subscription Amount for Shares as set forth on such Purchaser’s the signature page heretohereto executed by such Purchaser divided by the Per Share Purchase Price, for an aggregate total purchase price equal and (ii) Series I Warrants and Series J Warrants, if applicable, as determined pursuant to the Subscription Amount set forth on such Purchaser’s signature page heretoSection 2.2(a). Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeCompany. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrantand a Series I Warrant Series and, and if applicable, a Series J Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and Section 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. (a) On the initial Closing Date (the “Initial Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sellsell at the initial Closing (the “Initial Closing”), and each Purchaserthe Purchasers, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant agree to purchase such number at the Initial Closing, an aggregate of shares up to ten million dollars ($10,000,000 USD) of Common StockStock and accompanying Investor Warrants, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page heretocalculated based upon the Purchase Price, for an aggregate total purchase price each Purchaser equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for Purchaser, and Investor Warrants as determined pursuant to Section 2.2(a). Thereafter, on any subsequent Closing Date (each a “Delivery Versus Payment” settlement Subsequent Closing Date”), upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the Purchasers purchasing shares of Common Stock and Investor Warrants on such Subsequent Closing Date, the Company or its designeeagrees to sell, and each Purchaser purchasing shares of Common Stock and Investor Warrants at such subsequent Closing, severally and not jointly, agrees to purchase an aggregate of up to ten million dollars ($10,000,000 USD) of Common Stock and Investor Warrants, calculated as set forth above, less the amount of Common Stock and Investor Warrants issued and sold at all previous Closings. The Each Purchaser purchasing shares of Common Stock and Investor Warrants on a Closing Date shall deliver to the Company such Purchaser’s Subscription Amount by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and the Company shall deliver to each Purchaser its respective Sharesshares of Common Stock and Investor Warrants, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the a Closing shall take place remotely by electronic transfer occur at the offices of Company Counsel or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly Notwithstanding anything herein to the account(s) at the Placement Agent identified by contrary, each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall occur on or before [●]; provided, however, that such date may be extended by the Warrant Share Delivery Date Company, without notice, for up to three additional 30-day periods (as defined in the Pre-Funded Warrants) for purposes hereunder“Termination Date”).

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number at least $1,000,000, and up to an aggregate of Shares$7,000,000, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for Preferred Stock with an aggregate total purchase price Stated Value for each Purchaser equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser. The aggregate number of shares of Preferred Stock sold hereunder shall be up to 700,000. Each Purchaser shall be made deliver to the Escrow Agent, via wire transfer or a certified check, immediately available for “Delivery Versus Payment” settlement with funds equal to its Subscription Amount and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a)shares of Preferred Stock, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of EGS or such other location as the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares parties shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, mutually agree and the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly deliver to the account(s) at Escrow Agent the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise Escrow Release Notice (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. Escrow Agreement), duly executed. The Company may make subsequent closings (New York City timeeach, a “Subsequent Closing” and, collectively, the “Subsequent Closings” and the closing date of the final Subsequent Closing, the “Final Subsequent Closing Date”) on the Closing Date, which may be delivered at any time after the time of execution sale of the this AgreementPreferred Stock on the same terms and conditions, using the Company agrees same forms of transaction documents mutatis mutandis, for an amount equal to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) difference between $7,000,000 and the aggregate Subscription Amount on the Closing Date and until the Closing Date shall be date of filing of the Warrant Share Delivery Date (as defined in Registration Statement with the Pre-Funded Warrants) for purposes hereunderprior written consent of the Placement Agents.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent Concurrently with the execution and delivery of this Agreement by the parties heretoAgreement, the Company agrees to sellCompany, the Placement Agent, and each PurchaserThe Bank of New York as escrow agent (the “Escrow Agent”), severally and not jointlyshall enter into an Escrow Agreement substantially in the form of Exhibit A attached hereto (the “Escrow Agreement”), agrees pursuant to purchasewhich an escrow account will be established, at the Company’s expense, for the benefit of the Investors (the “Escrow Account”). Prior to the Closing Date (as hereinafter defined), (i) such each of the Investors will deposit an amount equal to the price per Unit as shown on the cover page of the Prospectus (as hereinafter defined) multiplied by the number of SharesUnits purchased by it in the Escrow Account, and (ii) a Pre-Funded Warrant the Escrow Agent will notify the Company and the Placement Agent in writing whether the Investors have deposited in to purchase the Escrow Account funds in the amount equal to the proceeds of the sale of all of the Units offered hereby (the “Requisite Funds”). At 10:00 a.m., New York City time, on October 16, 2007, or at such number other time on such other date as may be agreed upon by the Company and the Placement Agent but in no event prior to the date on which the Escrow Agent shall have received all of the Requisite Funds (such date is hereinafter referred to as the “Closing Date”), the Escrow Agent will release the Requisite Funds from the Escrow Account for collection by the Company and the Placement Agent as provided in the Escrow Agreement and the Company shall deliver the Units to the Investors, which delivery, with respect to the shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall may be made available for “Delivery Versus Payment” settlement with through the Company or its designeefacilities of the Depository Trust Company. The Company closing (the “Closing”) shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable take place at the Closingoffice of Mxxxxx, Xxxxx & Bxxxxxx LLP, 100 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, All actions taken at the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly be deemed to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderhave occurred simultaneously.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, up to an aggregate of [____] Units, with each Unit consisting of one Share of Common Stock (i) such number of Shares, (ii) a or Pre-Funded Warrants in lieu thereof) and one Warrant to purchase such number of shares one share of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Warrants and Warrant as determined pursuant to Section 2.2(a)Warrants, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of Xxxxxxxx or such other location as the Closing documentationparties shall mutually agree or virtually in accordance with the provisions of this Agreement. Unless otherwise directed by the Placement AgentAgents, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent Agents identified by each Purchaser; upon receipt of such Shares, the Placement Agent Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Agents (or its their clearing firm) by wire transfer to the Company), and delivery of the Pre-Funded Warrants and the Warrants shall be made via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) for the account of the applicable Purchaser. Notwithstanding anything to the contrary hereunder, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately prior to giving effect to the issuance of the Common Stock on the Closing Date (“Beneficial Ownership Maximum”), such Purchaser may elect to receive only the Beneficial Ownership Maximum at the Closing with the balance of any Shares purchased hereunder, if any, held in abeyance for such Purchaser and issued immediately following the Closing, upon issuance of a Pre-Funded Warrant to purchase such number of Shares of Common Stock as would have exceeded the Beneficial Ownership Maximum, provided in no event shall such Purchaser’s beneficial ownership ever exceed the Beneficial Ownership Maximum. The determination pursuant to the provisions of the previous sentence of whether any Purchaser’s beneficial ownership exceeds the Beneficial Ownership Maximum shall be in the sole discretion of such Purchaser and the Company shall have no obligation to verify or confirm the accuracy of such determination. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 4:00 p.m. (New York City time) on the Trading Day prior to the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the applicable Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Class A Warrant to purchase such number of shares of Common Stock and (iv) a Class B Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Class A Warrant and Class B Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On The closing of the Closing Date, upon Issuance and Exchange (the terms and subject to “Closing”) shall take place as promptly as reasonably practicable after the time as of which all of the conditions set forth hereinin Article VII hereof shall have been satisfied or at such other time and date as the parties hereto shall agree in writing (such date and time, substantially concurrent with the execution and “Closing Date”), at the offices of Fried, Frank, Harris, Sxxxxxx & Jxxxxxxx, Oxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as the parties hereto shall agree in writing. At the Closing: Each Holder shall deliver: against delivery of this Agreement a certificate or certificates representing the shares being acquired by the parties heretosuch Holder pursuant to Section 2.1, certificates for Shares, duly endorsed for transfer, to be surrendered to the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with Holder pursuant to Section 2.1; an executed copy of the Company or its designeeSupplementary Registration Rights Agreement; and an executed copy of the Supplementary Shareholders Agreement. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined Holder: against surrender by such Holder of certificates representing the Shares to be surrendered to the Company pursuant to Section 2.2(a)2.1, a certificate or certificates representing the shares of Common Stock being acquired by such Holder pursuant to Section 2.1, which shall be in definitive form and registered in the Company and each Purchaser shall deliver name of such Holder or its nominee or designee (to the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed extent permitted by the Placement Agent, settlement of the Shares Shareholders Agreement) and in a single certificate or in such other denominations as such Holder shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on request not later than one Business Day prior to the Closing Date. an opinion of Fried, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such SharesFrank, the Placement Agent shall promptly electronically deliver such Shares to the applicable PurchaserHarris, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer Sxxxxxx & Jxxxxxxx, counsel to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on dated the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Preform of Exhibit C; an officer’s certificate of the Company as contemplated by Section 7.2(f); a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D: a long-Funded Warrants) for purposes hereunderform good standing certificate of the Company, issued by the Secretary of State of the State of Delaware; an executed copy of the Supplementary Registration Rights Agreement; and an executed copy of the Supplementary Shareholders Agreement.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, the Purchaser agrees to purchase, (i) such number up to an aggregate of Shares, (ii) a $[__] of Shares and Pre-Funded Warrant Warrants and $[__] of Warrants. Notwithstanding anything herein to the contrary, to the extent that the Purchaser determines, in its sole discretion, that the Purchaser’s Subscription Amount would cause the Purchaser’s beneficial ownership of the shares of Common Stock to exceed the Beneficial Ownership Limitation, or as the Purchaser may otherwise choose, the Purchaser may elect to purchase such Pre-Funded Warrants in lieu of the Shares as determined pursuant to Section 2.2(a). The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal Stock outstanding immediately after giving effect to the Subscription Amount set forth issuance of the Securities on such Purchaser’s signature page heretothe Closing Date. Each The Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such the Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designeedesignees. The Company shall deliver to each the Purchaser its respective Shares, Pre-Funded Warrant, Shares and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place occur at the offices of Company Counsel located at 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 or such other location (including remotely by electronic transfer of transmission) as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement AgentCompany, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names Purchaser’s name and addresses address and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each the Purchaser; upon . The Company shall deliver copies of the Warrants to the Purchasers via PDF. Upon receipt of such SharesShares and evidence of issuance of the Warrants, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Purchaser (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, the Purchaser agrees to purchase, the Securities for the Subscription Amount (such purchase and sale being a “Closing”). At each such Closing, the Subscription Amount may consist of (i) such number of Sharessolely cash, (ii) a Pre-Funded Warrant to purchase such number the surrender for cancellation of shares of Common Stockthe Advances, and or (iii) a Warrant to purchase such number combination of shares of Common Stockthe foregoing. Contemporaneously with or promptly following a Closing, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal the Purchaser shall deliver to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Company the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser: (i) if the Subscription Amount consists solely of cash, then by a wire transfer of immediately available funds; (ii) if the Subscription Amount consists solely of Advances, then the surrender for cancellation such Purchaser shall be made available portion of the Advances, and (iii) if the Subscription Amount consists of a combination of cash and the surrender for “Delivery Versus Payment” settlement with cancellation of Advances, then a combination of the foregoing, and the Company or its designee. The Company shall shall, on the Closing Date, deliver to each the Purchaser its respective Shares, Pre-Funded Warrant, a certificate representing the number of Preferred Shares and the Warrant purchased by the Purchaser at the particular Closing as determined pursuant to Section 2.2(a), . The Company and the Company and each Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the particular Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.32.3 and receipt of the Subscription Amount by the Company, the Closing shall take place remotely by electronic transfer occur at the principal offices of the Closing documentationCompany or such other location as the parties shall mutually agree. Unless otherwise directed by Notwithstanding anything herein to the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Datecontrary, the Company Purchaser shall issue have the right to purchase, in one or more Closings, (i) up to $2 million of Preferred Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior before March 31, 2024 and (ii) up to 12:00 p.m. $4 million of Preferred Shares after March 31, 2024 but on or before March 31, 2025 (New York City time) on the Closing “Termination Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder”).

Closing. On The issuance and sale of the Notes and the transfer of shares of Common Stock shall occur on the Closing DateDate at 10 a.m. at the offices of Guzov Ofsink, LLC, 14th Floor, 600 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other location and time as the parties may agree. At the closing, upon the terms and subject to the conditions set forth hereinof this Agreement, substantially concurrent (1) the Company shall issue and deliver to the Investors the Notes against payment by the Investors to the Company of an amount equal to the Purchase Price, (2) as payment in full for the Notes, and against delivery of the Notes, the Investors shall have delivered to the Escrow Agent the Purchase Price pursuant to that certain escrow agreement, and all amendments thereto, by and among the Escrow Agent and the Company, a copy of which is attached as Annex II (such agreement, the “Purchase Price Escrow Agreement”) and the Escrow Agent shall have delivered the aggregate Purchase Price for the Notes to the Company less any fees payable to the Escrow Agent pursuant to the Purchase Price Escrow Agreement, and (3) up to 700,000 shares of Common Stock shall be transferred by Shen to the Investors (such events, the “Closing”). The release to the Company of the Purchase Price less all applicable fees shall be effected in accordance with the execution and delivery terms of this Agreement by and the parties heretoPurchase Price Escrow Agreement. At the Closing, the Company agrees to sell, Investors and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Sharesother all of the various certificates, Pre-Funded Warrantinstruments, and Warrant as determined pursuant documents referred to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder6.

Closing. On the The closing (“Closing”) shall take place (“Closing Date”) as soon as: (a) Buyer has deposited $300,000, upon less wire transfer fees (the terms and subject “Purchase Price”) in the account of the Escrow Agent as set forth in the Escrow Agreement, a form of which is attached hereto as Exhibit "A"; (b) the Seller shall have delivered to the conditions set forth hereinEscrow Agent stock certificate(s), substantially concurrent with issued in the execution and delivery name of this Agreement by the parties heretoBuyer, evidencing 30,000,000 shares of the Company agrees to sellSeller’s Common Stock, and each Purchaser, severally and not jointly, agrees to purchase, constituting at least 33% of the then outstanding shares (ipost-issuance) such number of Shares, the Seller’s Common Stock (iithe "Shares Certificate"); (c) a Pre-Funded Warrant to purchase such number of the Principal Shareholder shall have deposited 17,936,094 shares of Common StockStock of Seller held in its name (the “Pledge Shares”) as collateral as further described herein and in the Pledge Agreement dated the date hereof by and between the Buyer and Principal Shareholder (the “Pledge Agreement”); (d) the exchange of shares has taken place between Buyer and Seller pursuant to Section 6.1 of the Agreement and Plan of Reorganization among Buyer, Seller and Principal Shareholder (the “Exchange Agreement”); and (iiie) a Warrant to purchase such number the Agreement for the Sale of shares Ownership dated the date hereof between the Seller and V-Capital Limited has been released by the Escrow Agent and become effective (the “Sale of Common StockSubsidiaries Agreement”). Immediately following the Closing, in each casethe Escrow Agent shall, upon instruction from Seller and Buyer, pay-off certain contingent liabilities of the Seller with the Purchase Price as set forth on such Purchaser’s signature page Schedule 1.3 attached hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect subject to any Notice(s) other conditions of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees Exchange Agreement or the Escrow Agreement. Simultaneously with paying the contingent liabilities, the Escrow Agent shall transfer the Shares Certificate to deliver Buyer per Buyer's instructions and shall transfer the Pre-Funded Warrant remaining Purchase Price, if any, after payment of contingent liabilities to the Seller. The Escrow Agent shall hold the Pledge Shares subject according to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date terms of the Pledge Agreement and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderEscrow Agreement.”

Closing. The parties to this Agreement acknowledge that the issuer of the Shares and Warrants pursuant to this Agreement is the Company, which shall effect the Reverse Merger with SEI concurrently with the Closing pursuant to which all of the issued and outstanding shares of the Company's common stock and options and warrants exercisable to purchase shares of the Company's common stock (including the Shares and Warrants) will be exchanged for shares of the SEI's common stock and options and warrants exercisable to purchase shares of the SEI's common stock, respectively. On the Closing Date, upon each Purchaser shall purchase from the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each PurchaserCompany, severally and not jointlyjointly with the other Purchasers, agrees and the Company shall issue and sell to purchaseeach Purchaser, (ia) such a number of Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price, it being understood, however, that, in lieu of the Shares, (ii) a Pre-Funded Warrant to purchase such and for the sole purpose of convenience, each Purchaser shall receive an equivalent number of shares of Common Stockcommon stock in the name of SEI (the "SEI Shares"), giving effect to the exchange of securities pursuant to the Reverse Merger, and (iiib) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant Warrants as determined pursuant to Section 2.2(a2.2(a)(v), certain of which are hereby assigned as described in Section 2.2(a)(v) hereof, however, it being understood that, in lieu of the Warrants, and for the Company and sole purpose of convenience, each Purchaser shall deliver receive an equivalent number of warrants to purchase shares of common stock in the other items set forth in Section 2.2 deliverable at name of SEI (the Closing"SEI Warrants"), giving effect to the exchange of securities pursuant to the Reverse Merger. The aggregate Subscription Amounts for the Shares sold hereunder shall be up to $5,000,000. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and Section 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt offices of such SharesKirkpatrick & Lockhart Nicholson Graham LLP, located at 10100 Santa Xxxxxx Xxxx., 0xx Xxxxr, Xxx Xxxxxxx, Xalifornia 90067, xx xxxx xxxxx xxxxxxxx xx the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundermutually agree.

Closing. On The closing of the transactions contemplated herein (the “Closing”) shall take place at such time, date or place as the Parties may mutually agree (the “Closing Date”), upon provided that such time, date or place is deemed acceptable to and approved by Xxxxxx Xxxxxx & Company, Inc. and Jesup & Xxxxxx Securities Corporation (collectively, the terms and “Placement Agent”). Multiple closings are permissible, subject to the conditions condition of the prior sentence requiring the approval of the Placement Agent. At each Closing, (a) Purchasers purchasing Shares at such closing shall pay to the escrow agent, pursuant to the terms set forth hereinin that Escrow Agreement, substantially concurrent dated August 1, 2007, Amendment No. 1, dated August 24, 2007, and Amendment No. 2 dated September 7, 2007 (collectively the “Escrow Agreement”), by and among the Company, Xxxxx, Figa & Will, P.C. (the “Escrow Agent”), Xxxxxx Xxxxxx & Company and Jesup & Xxxxxx (together with Xxxxxx Xxxxxx & Company, the execution and delivery “Placement Agent”), by wire transfer of immediately available funds to the escrow account provided in Section 1.1 of this Agreement or an account designated in writing by the parties Company, the aggregate Purchase Price purchased pursuant hereto, which amount the Escrow Agent shall then disburse to the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement accordance with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” Escrow Agreement; (“DVP”b) (i.e., on the Closing Date, the Company shall issue to Purchasers certificates representing the Shares and certificates evidencing the Warrants, in each case duly registered in the names of Purchasers’ names ; and addresses (c) the Company shall deliver a legal opinion from the Company’s counsel, Xxxxx, Figa & Will, P.C., in form and released by the Transfer Agent directly substance satisfactory to the account(s) at counsel for the Placement Agent identified by each Purchaser; upon receipt of and such Shares, other certificates and closing documents as are reasonable and customary for transactions such as the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderOffering.

Closing. On the Closing Date, upon Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each PurchaserPurchaser agrees, severally and not jointly, agrees to purchase, at the Closing (i) such number of Shares, (iia) a Pre-Funded Warrant Note having a principal amount equal to purchase the Initial Principal Amount applicable to such number of shares of Common StockPurchaser, and (iiib) a Warrant to purchase such having the number of shares of Common StockWarrant Shares applicable to such Purchaser, in each case, as set forth on Schedule I. At the Closing, such Purchaser shall deliver to the Company, via wire transfer to an account designated by the Company, immediately available Dollars equal to such Purchaser’s signature page heretoSubscription Amount, for an aggregate total purchase price equal to and the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each such Purchaser its respective SharesNotes and Warrants, Pre-Funded Warrant, and Warrant as determined pursuant to set forth in Section 2.2(a2.3(a), and the Company and each such Purchaser shall deliver to each other the other items set forth in Section 2.2 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 2.3 and 2.32.4 for Closing, the such Closing shall take place occur remotely by electronic transfer exchange of the Closing documentation. Unless otherwise directed Notwithstanding anything herein to the contrary, if the Closing Date does not occur within five (5) Business Days of the date hereof, this Agreement shall terminate and be null and void. It is the parties’ intention that all the transactions described in the preamble to this Agreement close simultaneously; to this end, the parties agree that their counsel may, among other things, hold documents in escrow pending the closing of the other transactions under the Acquisition Transaction Documents. If all of the transactions contemplated by the Placement AgentAcquisition Transaction Documents do not close as contemplated hereby and thereby on their unamended and unwaived terms unless approved by each Purchaser then each Purchaser, settlement of at its sole option and in its sole discretion, may terminate this Agreement on notice to the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing DateCompany with respect to such Purchaser. In such event, the Company shall issue the Shares registered in the be obligated to fulfill its covenants hereunder, including, without limitation, its indemnification obligations and obligation to pay Purchasers’ names fees and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Dateexpenses, which may be delivered at any time after by their terms survive the time termination of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On The closing of the sale and purchase of the Notes (the "Closing") shall be deemed to take place on March 15, 2000, on which date the Purchaser paid the Purchase Price for the Notes and as of which date the Company executed, issued and delivered the Notes to the Purchaser in denominations as requested by the Purchaser. As soon as reasonably practicable subsequent to the Closing, the following additional closing transactions shall take place in connection with the Closing: (i) the Company shall pay the expenses set forth in Section 6.02 hereof by wire transfer to the account designated by the Purchaser; (ii) the Company and the Purchaser shall execute and deliver this Agreement and the Registration Rights Agreement; (iii) the Company shall deliver to the Purchaser a certificate executed by the Secretary of the Company, signing in such capacity, dated the date of the Closing Date, upon (A) certifying that attached thereto are true and complete copies of the terms and subject to resolutions duly adopted by the conditions set forth herein, substantially concurrent with Board of Directors of the Company authorizing the execution and delivery of this Agreement by the parties heretoTransaction Documents and the consummation of the transactions contemplated thereby (including, without limitation, the Company agrees to sellissuance and sale of the Notes and the reservation and issuance of the Conversion Shares upon conversion of the Notes), which authorization shall be in full force and each Purchaser, severally effect on and not jointly, agrees to purchase, (i) as of the date of such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stockcertificate, and (iiiB) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal certifying and attesting to the Subscription Amount set forth office, incumbency, due authority and specimen signatures of each Person who executed any Transaction Document for or on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on behalf of the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with Company; and (iv) Xxxxxx Xxxxxx Xxxxxx & Xxxx, a professional corporation, counsel to the Company or its designee. The Company Company, shall deliver to each the Purchaser its respective Sharesan opinion, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and dated the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer date of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly addressed to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares in form and substance acceptable to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number up to an aggregate of Shares4,800,000 Units, (ii) a Pre-Funded Warrant each Unit consisting of one Ordinary Share and one Ordinary Warrant, as determined pursuant to purchase such number of shares of Common StockSection 2.2(a). Unless otherwise directed by the Placement Agent, each Purchaser shall deliver, via wire transfer, immediately available funds equal to its Subscription Amount pursuant to Section 2.2(b)(ii), and the Company shall deliver to each Purchaser its respective Units consisting of Shares and Ordinary Warrants (iii) a Warrant as applicable to purchase such number of shares of Common Stock, in each casePurchaser), as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page heretoin Section 2.2 deliverable at each Closing. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the each Closing shall take place remotely by electronic transfer occur at the offices of Xxxxxxxx or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding At each Closing, the foregoingCompany shall deliver a Warrant registered in the name of each Purchaser to purchase up to an aggregate number of Ordinary Shares equal to 100% of the aggregate number of such Purchaser’s Shares purchased pursuant to the Offering. The Company covenants that, with respect to any Notice(s) if the Purchaser delivers a Notice of Exercise (as defined in the Pre-Funded Ordinary Warrants) delivered on or prior to no later than 12:00 p.m. (New York City time) on a Closing Date to exercise Ordinary Warrants between the date hereof and such Closing Date, which may be delivered at any time after the time Company shall deliver Ordinary Warrant Shares to the Purchaser on such Closing Date in connection with such Notice of execution Exercise; provided that the Purchasers must deliver payment of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date Exercise Price (as defined in the Pre-Funded Ordinary Warrants) at or prior to such Closing. Following the Initial Closing, the Company and the Placement Agent may hold Additional Closings up to and including the Final Closing Date for purposes hereunderall or any portion of the remaining amount of the Offering not sold at the time of the Initial Closing or any Additional Closing; provided, however, that such Additional Closings must occur no later than the Final Closing Date.

Closing. On The closing of the Merger (the "Closing") shall take place at 10:00 a.m. on October 15, 1999 at the offices of Goodxxx, Xxocter & Hoar XXX, 53 Sxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, xxless another date, time or place is agreed to in writing by Zoll, Merger Sub and the Company (the "Closing Date"). At the Closing, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement shall have been duly approved by the parties hereto, holders of all of the outstanding shares of common stock of each of the Company agrees and Merger Sub at a stockholder meeting or by written consent in lieu thereof, in accordance with applicable law and the respective Certificates of Incorporation and By-laws of such entities. In addition, (a) each Stockholder shall deliver or cause to sell, and each Purchaser, severally and not jointly, agrees be delivered to purchase, Zoll (i) certificates representing all of the Company Common Shares (as defined in Section 4.1(a) below) owned by such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each caseStockholder, as set forth on such Purchaser’s signature page heretoEXHIBIT A; (ii) employment agreements in the form of EXHIBIT B, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by each Stockholder (collectively, the "Employment Agreements"); (iii) option agreements in the form of EXHIBIT C, executed by each Stockholder (collectively, the "Option Agreements"); (iv) a registration rights agreement in the form of EXHIBIT D, executed by each Stockholder (the "Registration Rights Agreement"); (v) resignations of each of the directors of the Company, effective at the Effective Time; and (vi) the parties shall deliver such Purchaser shall other documentation as may be made available for “Delivery Versus Payment” settlement reasonably agreed to by Zoll and the Stockholders in connection with the Company or its designee. The Company consummation of the transaction contemplated by this Agreement; and (b) Zoll shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items Stockholders (i) the amount of Zoll Common Shares (as defined in Section 4.1(a) below) set forth in Section 2.2 deliverable at 4.1(a); (ii) the Closing. Upon satisfaction Employment Agreements executed by Zoll; (iii) the Registration Rights Agreement executed by Zoll; (iv) the Option Agreements executed by Zoll; and (v) such other documentation as may be reasonably agreed to by Zoll and the Stockholders in connection with the consummation of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely transactions contemplated by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon Subject to the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 this Agreement, and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., in reliance on the Closing Date, the Company shall issue the Shares registered representations and warranties set forth in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver issue and sell to the Pre-Funded Warrant Purchasers at the Closing and the Purchasers, severally but not jointly, agree to purchase from the Company, (i) that number of Preferred Shares set forth opposite their respective names on SCHEDULE A under the caption "Number of Preferred Shares Purchased at Closing" and (ii) that number of Common Shares set forth opposite their respective names on SCHEDULE A under the caption "Number of Common Shares Purchased at Closing" at a purchase price equal to (A) Four Dollars and Zero Cents ($4.00) per share of Series A Preferred Stock and (B) the surrender by the Purchasers of that number of Warrants set forth opposite their respective names on SCHEDULE A under the caption "Number of Warrants Surrendered at Closing." The closing of the purchase and sale of the Securities (the "Closing") shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at 5:00 p.m. on November 13, 1998 (the "Closing Date") or at such time and date thereafter as the Purchasers and the Company may agree. At the Closing, the Company will, subject to Section 2.03, deliver to each Purchaser certificates for the number of Preferred Shares and Common Shares being purchased by such notice(sPurchaser registered in such Purchaser's name (or its nominee), against (i) delivery of a check or checks payable to the order of the Company, or a transfer of funds to the account of the Company by 4:00 p.m. wire transfer, representing a portion of the purchase price paid by such Purchaser and (New York City timeii) surrender by such Purchaser of the number of Warrants set forth opposite such Purchaser's name on SCHEDULE A under the caption "Number of Warrants Surrendered at Closing," representing the remaining portion of the purchase price. At the Closing or as soon as practicable after the Closing, each Purchaser shall surrender such Purchaser's certificates representing such Purchaser's Warrants to the Company (acting, until such time as all certificates representing such Warrants shall have been exchanged in accordance herewith, as Exchange Agent hereunder (the "Exchange Agent")) in exchange for certificates representing such Purchaser's Common Shares; PROVIDED that, notwithstanding the foregoing, on the Closing Date Date, by virtue of the Closing and without any further action on the part of the Purchasers, the Company or any other Person, (i) the Preferred Shares and the Closing Date Common Shares being purchased by the Purchasers shall be issued by the Warrant Share Delivery Date Company and shall be deemed issued and outstanding capital stock of the Company for all intents and purposes and (as defined in ii) the Pre-Funded Warrants) for purposes hereunderWarrants being surrendered by the Purchasers shall be deemed to be surrendered and canceled by the Purchasers, whether or not the certificates representing such Warrants have been physically surrendered or delivered to the Company or its agent.

Closing. On The initial purchase and sale of the Units and other transactions contemplated hereby (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures by electronic mail, facsimile and/or other similar electronic manner on the date hereof or at such other time, place and manner as the Company and the Purchasers shall mutually agree (the date that the Closing occurs, the “Initial Closing Date”). In the event there is more than one closing, upon the terms term “Closing” shall apply to each such closing unless otherwise specified. At each Closing, unless waived by the Company and subject the Placement Agent, (a) each Purchaser shall execute and deliver to the conditions set forth hereinPlacement Agent an investor acknowledgment letter, substantially concurrent an escrow acknowledgement letter, a client suitability review form and an anti-money laundering form, in each case, in the forms provided along with the execution and delivery of this Agreement by the parties hereto, and (b) the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, shall (i) such issue to each Purchaser (and deliver a book-entry confirmation by the Company’s transfer agent) that number of Shares, Shares set forth opposite such Purchaser’s name on Annex A hereto in book-entry form and (ii) deliver to each Purchaser a Pre-Funded Warrant in the form attached hereto as Exhibit A-1or, at the election of a Purchaser, in the form attached hereto as Exhibit A-2, to purchase such that number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as Stock set forth on opposite such Purchaser’s signature page name on Annex A hereto; provided that, for an aggregate total purchase price equal notwithstanding anything to the Subscription Amount set forth on contrary in this Agreement, such Purchaserdelivery of the Warrant to Purchaser may, in the Company’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall sole discretion, be made available for “Delivery Versus Payment” settlement with up to three business days after the applicable Closing. At each Closing, each Purchaser and the Company or its designee. The Company shall execute and deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Registration Rights Agreement among the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3Purchaser, the Closing shall take place remotely by electronic transfer form of which is attached hereto as Exhibit B (the Closing documentation“Registration Rights Agreement”). Unless otherwise directed by The parties acknowledge and agree that the Placement Agent, settlement Company presently is offering an aggregate amount of the Shares shall occur via “Delivery Versus Payment” (“DVP”) up to $7,000,000 of Units (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly 3,500,000 Units at $2.00 per Unit) pursuant to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution closing (the "Closing") of the purchase and delivery sale of this Agreement (a) if the Purchasers' Option is exercised by the parties heretoPurchasers, any Firm Shares, and (b) if the Company agrees to sellOption is exercised by the Company, and each Purchaserany Acquisition Shares, severally and not jointlyshall take place at the offices of Coudert Brothers, agrees to purchase0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time, on (i) such number of with respect to any Acquisition Shares, the date of closing of the Acceptable Acquisition, and (ii) a Pre-Funded Warrant with respect to the Firm Shares, the Outside Date, or on such other date and at such other time and place as the parties hereto may agree (the "Closing Date"). As used in this agreement the term "Outside Date" shall mean the later of (i) April 4, 1996 or (ii) the date on which the twenty day notice period with respect to the last Company Option notice or Purchasers' Option notice delivered on or prior to April 4, 1996 expires. In no event shall the Outside Date be later than April 24, 1996. The Purchasers agree that any Closing with respect to the purchase such number and sale of shares of Common Stock, Acquisition Shares shall occur and the Company Option may be exercised by the Company (iii) a Warrant subject to purchase such number of shares of Common Stock, in each case, as the notice provisions set forth on in Section 1.1 hereof) in a manner such Purchaser’s signature page hereto, for an aggregate total purchase price equal that the Company receives the proceeds from the sale of the Acquisition Shares as to which the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement Company Option is exercised immediately prior to or simultaneous with the Company or its designeeCompany's consummation of the Acceptable Acquisition. The At any Closing, the Company shall deliver to each of the Purchasers certificates representing the number of Shares to be sold to each such Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company hereunder and each such Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, to the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer of immediately available funds an amount equal to the Company)Purchase Price for such Shares. Notwithstanding Such Shares shall be delivered to the Purchasers free and clear of all liens, security interests, options, charges, beneficial interests, claims and encumbrances of every kind (and free and clear of any agreement to create any of the foregoing), with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered except for restrictions on or prior to 12:00 p.m. (New York City time) transfer imposed by this Agreement and restrictions on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundertransfer arising under applicable securities laws.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sellsell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchasepurchase from the Company, (i) such number of Sharesat the Purchase Price, (ii) a Pre-Funded Warrant to purchase up to that number of Warrant Shares set forth below such Purchaser’s name on the signature page hereto executed by such Purchaser; provided that the maximum number of Warrant Shares that may be issued upon exercise of a Purchaser’s Warrant shall not exceed 93.2776% (rounded down to the nearest whole share) of the number of shares of Common Stock, and (iii) a Warrant to purchase Stock purchased by such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal Purchaser pursuant to the Subscription Amount set forth on such Purchaser’s signature page heretoMarch SPA. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with wired following Purchaser’s receipt of the Company or its designeeDeliverables subject to the terms set forth in Section 2.2(a) to the account specified in writing by the Company. The Company reserves the right to accept or reject all or any portion of a Purchaser’s Subscription in its sole discretion. If a Purchaser’s Subscription is rejected in whole or in part, that Purchaser’s Subscription Amount with respect to the rejected portion will be promptly returned to such Purchaser. With respect to each accepted Subscription, effective as of the Closing, the Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant Warrants as determined pursuant to Section 2.2(a2.1(a), such delivery to be made within three (3) Business Days following the Closing (the “Warrant Delivery Date”) by express mail service or other overnight courier and the Company and each such Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt offices of WMD or such Shares, other location as the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundermutually agree.

Closing. On Closing shall occur at the Closing DateCopa Casino, upon the terms and subject to the conditions set forth hereinGulfport, substantially concurrent with the execution and delivery of this Agreement by the parties heretoMississippi, the Company agrees to sellon or before December 31, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee1998. The Company following transactions shall occur at closing: (A) Seller shall endorse and deliver the shares certificates to Purchasers; (B) Seller shall mark "xxid" the original of all notes payable to Seller by any of the Companies or by Gulfside Partnership; (C) Seller shall deliver to each Purchaser its respective SharesPurchasers terminations and cancellations of all financing statements, Pre-Funded Warrantliens or Ship Mortgages securing the notes described above; (D) Gulfside Partnership shall deliver to Seller a certified check, payable to the order of Escrow Agent, for $500,000.00; and Warrant as determined pursuant (E) Gulfside Partnership shall deliver to Section 2.2(a), Seller the Promissory Note for $8,000,000.00 executed by Gulfside Partnership and the Company Companies; and each Purchaser (F) Gulfside Partnership shall deliver to Seller the other items set forth Royalty Agreement executed by Gulfside Partnership; (G) Gulfside Partnership shall deliver to Seller the Escrow Agreement attached as Exhibit "C" executed by Gulfside Partnership, Seller and Escrow Agent; and (H) Gulfside Partnership shall deliver to Seller the Security Agreement attached as Exhibit "D" executed by Gulfside Partnership; and (I) Purchasers shall deliver to Seller the General Releases, Orders of Dismissals with Prejudice of certain litigation in Section 2.2 deliverable at the Closingforms attached hereto as Exhibits "D", "E", "F", "G" and "H" executed by each of the Purchasers and their attorneys. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees Purchasers, through their attorneys, shall sign and deliver to deliver Seller the Pre-Funded Warrant Shares subject Joint Motions to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date Settle and the Closing Date shall be the Warrant Share Delivery Date (as defined Compromise Disputed Claims in the Pre-Funded Warrants) for purposes hereunderforms attached hereto as Exhibits "I" and "J".

Closing. On The closing of the sale and purchase of the Common Shares and the Warrants (the "Closing") shall be deemed to take place as of May 1, 2001; provided however that (A) SG shall pay $500,000 of its allocable portion of the Purchase Price on May 15, 2001 (the "Deferred Purchase Price Payment Date") against delivery of 110,866 shares of Common Stock as of such date and (B) Velocity shall pay $250,000 of its allocable portion of the Purchase Price on the Deferred Purchase Price Payment Date against delivery of 55,433 shares of Common Stock as of such date. At the Closing, the following closing transactions shall take place, each of which shall be deemed to occur simultaneously with the Closing: (i) the Company shall execute, issue and deliver to each Purchaser certificates evidencing the Common Shares deliverable to such Purchaser as set forth on Annex A (other than Common Shares deliverable in respect of the Deferred Purchase Price Payment date which shall be deliverable as of such date) in such denominations as such Purchaser shall reasonably request; (ii) the Company shall execute, issue and deliver to each Purchaser the number of "A" Warrants and "B" Warrants to purchase shares of Common Stock deliverable to such Purchaser as set forth on Annex A; (iii) each Purchaser shall pay the Purchase Price (other than amounts payable in respect of the Deferred Purchase Price Payment Date which shall be delivered as of such date) by wire transfer as set forth on Annex A to the account designated by the Company in writing prior to the Closing; (iv) the Company shall pay the expenses of the Purchasers set forth in Section 7.02 hereof by wire transfer to the account designated by each Purchaser, in writing prior to the Closing; provided that, if a Purchaser so elects, such expenses may be netted against payment of its Purchase Price payable to the Company pursuant to clause (iii) above; (v) the Company and the Purchasers shall execute and deliver the Registration Rights Agreement; (vi) the Company shall deliver to the Purchasers a certificate executed by the Secretary of the Company, signing in such capacity, dated the date of the Closing Date, upon (A) certifying that attached thereto are true and complete copies of the terms and subject to resolutions duly adopted by the conditions set forth herein, substantially concurrent with Board of Directors of the Company authorizing the execution and delivery of this Agreement by the parties heretoTransaction Documents and the consummation of the transactions contemplated thereby (including, without limitation, the Company agrees to sellissuance and sale of the Common Shares and the Warrants and the reservation and issuance of the Warrant Shares upon exercise of the Warrants), which authorization shall be in full force and each Purchaser, severally effect on and not jointly, agrees to purchaseas of the date of such certificate, (iB) such number certifying and attesting to the office, incumbency, due authority and specimen signatures of Shares, (ii) a Pre-Funded Warrant to purchase such number each Person who executed any Transaction Document for or on behalf of shares of Common Stock, the Company and (iiiC) a Warrant to purchase such number of shares of Common Stock, in each case, certifying as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on accuracy of the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with representations and warranties of the Company or its designee. The Company contained in the Transaction Documents; (vii) W. Rxxxxx Xxxxxxx, Senior Vice President and General Counsel to the Company, shall deliver to each Purchaser its respective Sharesthe Purchasers an opinion, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and dated the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer date of the Closing documentation. Unless otherwise directed by and addressed to the Placement AgentPurchasers, settlement covering customary matters; and (viii) the Purchasers shall have received evidence satisfactory to them indicating that availability under the Company's $6.0 million line of credit shall be reduced as a result of this transaction only to the extent of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., portion of the Purchase Price paid on the Closing Deferred Purchase Price Payment Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On The closing of the Closing Date, upon sale of the terms Senior Secured Notes and subject to Warrants in return for the conditions set forth herein, substantially concurrent Consideration paid by Purchasers (the “Closing”) will take place remotely via the exchange of documents and signatures on the date of and simultaneously with the execution and delivery of this Agreement Subscription Agreement, or at such other time and place as mutually agreed upon in writing by the parties hereto, Company and the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchasePurchasers (the “Closing Date”). At the Closing, (i) each Purchaser (other than EVP (as defined below)) will deliver to the Company the amount of Consideration set forth opposite such number Purchaser’s name on Schedule A hereto (which amount shall initially be wired to the trust account of SharesCairncross & Hempelmann to be held until the Consideration from all Purchasers has been received, at which time the Consideration (less the amount of the Closing Fees, which the Company agrees shall be retained and distributed by Cairncross & Hempelmann as set forth in Section 12.10 below) shall be delivered to the Company), (ii) a Pre-Funded Warrant EVP will deliver to purchase the Company the amount of the Consideration set forth opposite EVP’s name on Schedule A hereto (which amount, less the amount of the EV Fees (as defined below) shall be wired directly to the Company in such number of shares of Common Stock, amounts and at such times as set forth on Schedule A) and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall will (A) deliver to each Purchaser its respective Shares, Pre-Funded Warrant, an executed Senior Secured Note and Warrant as determined pursuant and the Other Investor Agreements in return for the Consideration provided to Section 2.2(a), and the Company and each Purchaser shall deliver (B) pay the other items Closing Fees as set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the 12.10 below (which Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor Fees shall be made by deducted from the Placement Agent (or its clearing firm) by wire transfer to the CompanyConsideration as described above). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers agree, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such the number of shares of common stock, par value 0.001 per share, of the Company (the “Common Stock”) set forth opposite each Purchaser’s name on the Purchaser signature page attached hereto at a price of $0.90 per share, and (iii) a Warrant for up to purchase such number an aggregate of 5,300,000 shares of Common StockStock with an aggregate Purchase Price of up to $4,770,000 (the “Aggregate Purchase Price”). The shares of Common Stock being offered and sold pursuant to this Agreement are sometimes referred to as the “Securities”. Subject to the satisfaction or waiver of the conditions and deliverables set forth in Sections 2.3 and 2.4, in each casethe closing shall take place within five business days upon the signing of this Agreement, or this Agreement will automatically expire unless agreed otherwise by both the Company and ARC China, as the consultant to the Purchasers (the “Closing”). At or before the Closing, each Purchaser shall deliver to the Escrow Agent via wire transfer or a certified check of immediately available funds equal to their Purchase Price and the Company, upon receipt of the closing deliverables set forth on such Purchaser’s signature page heretoSection 2.3(b), for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable 2.3(a) issuable at the Closing. Upon satisfaction The Closing shall occur remotely via the exchange of the covenants documents and conditions set forth in Sections 2.2 and 2.3, signature pages at 9:00 a.m. eastern standard time on the Closing shall take place remotely by electronic transfer of Date or at such time and location occur as is mutually agreeable to the Closing documentation. Unless otherwise directed by Company, ARC China, and the Placement Agent. At the Closing, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, both the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by Escrow Agent a duly executed escrow release certificate in the Placement Agent (or its clearing firm) by wire transfer form attached as Schedule I to the Company)Escrow Agreement (the “Escrow Release Notice”) that the Closing has occurred. Notwithstanding The Escrow Agent will disburse to the foregoing, with respect Company that amount of funds equal to any Notice(s) the Aggregate Purchase Price (net of Exercise the IR Cash (as defined below) and Closing costs, fees and expenses) as set forth in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderEscrow Release Notice.

Closing. On the Closing Date, upon Subject to the terms and subject to the conditions set forth hereinin this Agreement, substantially concurrent with at the execution and delivery of this Agreement by the parties heretoClosing, the Company agrees shall issue and sell to selleach Investor, and each Purchasersuch Investor shall, severally and not jointlyjointly with any other Investor, agrees to purchasepurchase from the Company, (i) such number of SharesPurchased Shares determined in accordance with Section 2.2(c). The date and time of the Closing shall be 10:00 a.m., (ii) a New York City Time, on the Closing Date. The Closing shall take place by electronic communication and delivery of the items to be delivered at Closing by facsimile or other electronic transmission. 2.2 Pre-Funded Warrant Closing and Closing Deliveries; Irrevocable Subscription. (a) Prior to purchase the Closing, each Investor shall deliver to a Company account, pursuant to the wire instructions which are provided as Exhibit B hereto (the "Company Account"), the aggregate amount such number of shares of Common Stock, and (iii) a Warrant Investor desires to purchase such number of shares of Common Stock, invest in each casePurchased Shares, as set forth on such Purchaser’s Investor's signature page heretoto this Agreement, for an aggregate total purchase price equal in U.S. dollars and in immediately available funds (the "Investment Amount"), which Investment Amount shall be returned to the Subscription Amount set forth on such Purchaser’s Investor by the Company solely in the event of a termination of this Agreement pursuant to Section 7.1. (b) At or prior to the Closing, each Investor shall also deliver or cause to be delivered to the Company the following: (i) a completed and executed Investor signature page heretoto this Agreement; (ii) a completed Investor Questionnaire in the form attached hereto as Exhibit A-1; (iii) a completed and executed copy of the Investor Certificate attached hereto as Exhibit A-2; and (iv) a completed and executed copy of the Canadian Investor Certificate attached hereto as Exhibit A-3. Each Purchaser’s Subscription Amount as set forth on (c) At the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with Closing, the Company or its designee. The Company shall deliver or cause to be delivered to each Purchaser Investor a copy of the Company's instructions to its respective SharesTransfer Agent, Pre-Funded Warrantinstructing the Transfer Agent to issue in book entry form, inclusive of such restrictive and Warrant other legends as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction 4.1, a number of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed Purchased Shares equal to such Investor's Investment Amount divided by the Placement AgentPurchase Price (rounded down to the nearest whole share), settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt name of such SharesInvestor. The Company shall, promptly following Closing, return to each Investor the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) balance of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.5

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, herein the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant up to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page heretoof $ 50,000,001.10 of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed agreed by the Placement Agent, settlement of Company and the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e.Purchasers, on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares . Notwithstanding anything herein to the applicable Purchasercontrary, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered if at any time on or after the time of execution of this Agreement by the this AgreementCompany and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company agrees shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Funded Warrant Shares subject Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such notice(s) decision to sell any shares of Common Stock by 4:00 p.m. (New York City time) on such Purchaser shall solely be made at the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundertime such Purchaser elects to effect any such sale, if any.

Closing. On Subject to the Closing Date, upon satisfaction (or waiver by the terms and subject to applicable parties) of the conditions set forth hereinin Section 4.1, substantially concurrent with the execution and delivery closing of this Agreement by the Transactions (the “Closing”) shall occur on December 15, 2020 or such other date as the parties may agree (the “Closing Date”). At the Closing, (a) each Holder shall deliver or cause to be delivered to the Company all right, title and interest in and to its Exchanged Notes as specified on Exhibit A hereto, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company agrees may deem necessary or desirable to selltransfer to and confirm in the Company all right, title and each Purchaserinterest in and to such Exchanged Notes, severally free and not jointly, agrees to purchase, (i) such number clear of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, any Liens and (iiib) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and Holder (i) the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction principal amount of the covenants and conditions set forth in Sections 2.2 and 2.3Holder New Notes, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agentas specified on Exhibit A hereto (or, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Dateif there are no Accounts, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly deliver to the account(s) at Undersigned, as the Placement Agent identified by each Purchaser; upon receipt of such Sharessole Holder, the Placement Agent shall promptly electronically deliver such Shares Holder New Notes specified above) and (ii) a cash payment equal to the applicable Purchaseraccrued and unpaid interest payment on its Exchanged Notes as specified on Exhibit A from December 1, 2020 through, but not including, the Closing Date; provided, that the parties acknowledge that the delivery of the Holder New Notes may be delayed due to procedures and payment therefor shall be made by mechanics within the Placement Agent system of The Depository Trust Company (“DTC”) or its clearing firmthe New York Stock Exchange (the “NYSE”) by wire transfer to (including the Company). Notwithstanding procedures and mechanics regarding the foregoing, with respect to any Notice(s) listing of Exercise the Underlying Securities (as defined below) on such exchange) or other events beyond the Company’s control and that such delay will not be a default under this Agreement so long as (i) the Company is using its reasonable best efforts to effect the issuance of one or more global notes representing the New Notes and (ii) such delay is no longer than five business days. For the avoidance of doubt, in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on event of any delay in the Closing Date, which may be delivered at any time after pursuant to the time of execution of the this Agreementprior sentence, the Company agrees Holders shall not be required to deliver the Pre-Funded Warrant Shares subject Exchanged Notes until the Closing occurs. The cancellation of the Exchanged Notes and the delivery of the Holder New Notes shall be effected via DTC’s Deposits and Withdrawal at Custodian (“DWAC”) program pursuant to such notice(s) the instructions provided by 4:00 p.m. (the Undersigned set forth in Exhibit C hereto, which the Undersigned agrees to provide no later than the business day immediately following the date of this Agreement. The Holder New York City time) Notes will not be delivered until a valid DWAC withdrawal of the Exchanged Notes has been received and accepted by the Trustee. If the Closing does not occur, any Exchanged Notes submitted for withdrawal through DWAC will be returned to the DTC participant that submitted the withdrawal instruction in accordance with the procedures of DTC. Each Holder acknowledges that each DWAC withdrawal must be posted on the Closing Date and that if it is posted before the Closing Date shall Date, then it will expire unaccepted and must be resubmitted on the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderClosing Date.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number an aggregate of Shares, (ii) a $1,750,000.00 of Shares and Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, Warrants as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, and Pre-Funded Warrant, and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of Lucosky Xxxxxxxx or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement Settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by release by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser of Shares registered in such Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, ’s name and address against payment therefor shall be made by the Placement Agent (or its clearing firm) respective Purchaser by wire transfer to the Company. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number up to an aggregate of Shares, (ii) a Pre-Funded Warrant $4,000,000 of ADSs and Warrants exercisable for ADSs as calculated pursuant to purchase such number 2.2(a). Upon satisfaction of shares of Common Stock, the covenants and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as conditions set forth on in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Placement Agent or such Purchaser’s signature page heretoother location as the parties shall mutually agree. With respect to ADSs and Warrants placed by the Placement Agent, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The and the Company shall deposit the Shares and instruct the Depositary to deliver to each Purchaser its respective Shares, Pre-Funded Warrant, ADSs and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement AgentAgent with respect to the ADSs that it places, settlement of the Shares ADSs shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares ADSs registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with With respect to any Notice(s) of Exercise (as defined in ADSs and Warrants not placed by the Pre-Funded Warrants) delivered on or Placement Agent, prior to 12:00 p.m. the Closing Date, each of the Purchasers (New York City timeother than purchasers receiving ADSs and Warrants placed by the Placement Agent) shall deliver to an escrow account to be designated by the Company their respective Subscription Amounts set forth on the signature pages hereto, and on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees shall direct the escrow agent of such escrow account to deliver release the Pre-Funded Warrant Shares subject amounts contained in the escrow account to the Company, and the Company shall issue the ADSs registered in the Purchasers’ names and addresses and in such notice(s) by 4:00 p.m. (New York City time) amounts as set forth on the Closing Date signature pages hereto and direct the Closing Date shall be Depositary to release such ADSs to the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderPurchasers.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such the number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as Ordinary Shares represented by ADSs set forth under the heading “Subscription Amount” on such the Purchaser’s signature page hereto, at the Per ADS Purchase Price, and (ii) Common Warrants exercisable for an aggregate total purchase price equal ADSs as calculated pursuant to 2.2(a); provided, however, that, to the Subscription Amount set forth on extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s signature page heretoAffiliates, and any Person acting as a group together with such purchaser or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing ADSs, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of ADSs in such manner to result in the full Subscription Amount being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser, 9.99%) of the number of Ordinary Shares, in each case, outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” Payment (“DVP”) settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the foregoingcontrary, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered if at any time on or after the time of execution of this Agreement by the this AgreementCompany and an applicable Purchaser through the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Person shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be a Purchaser under this Agreement unconditionally bound to purchase, and the Company agrees shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Person at the Closing; provided, that the Company ​ shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares hereunder; provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Funded Warrant Settlement Period. The decision to sell any Shares subject will be made in the sole discretion of such Purchaser from time to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in , including during the Pre-Funded Warrants) for purposes hereunderSettlement Period.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic on or about June 27, 2018 (the ” Closing” ) or as soon as is practical thereafter. On or before the Closing: a) Buyer and Sellers shall exchange fully executed copies of this Agreement and other documents outlined in ITEM 3; b) Sellers shall cause the board of directors of the Company to execute a resolution approving the terms of this Agreement and whereby the Buyer, or Buyer's designee, is appointed as an Chief Executive Officer and Director of the Company (the ” Appointment” ) and the SELLER's resignation as an Officer. Mr. Fytton shall continue to serve as a Director of the Company until further notice; c) Sellers shall deliver to the Buyer: (i) The Appointment of the new Directors and Officers of the Company; (ii) Fully executed documentation to completely effectuate the transfer of stock pursuant to this Agreement; (iii) Release of any Financial Payables due the Closing documentation. Unless otherwise directed SELLER owed by the Placement AgentCompany; all Company correspondence with the SEC, settlement or any other applicable regulatory bodies, made available to or known by the Company; (iv) true and correct copies of all of the Company's business, financial and corporate records including but not limited to: correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements, corporate bylaws, shareholder listings, stock transfer records, agreements and contracts (collectively the ” Records” ); and, (v) on or before the Closing, the Stock Power(s) and Transfer Agent reports evidencing the SERIES A PREFERRED Stock. d) Buyer issues a signed Board Resolution and Issuance Resolution to register with the Company's Transfer Agent 75,000 SERIES B Preferred shares in the value of $75,000 i.e. 75,000 shares at $1.00 par. Convertible into common shares at a price calculated to be 50% of the ten day (10 day) average trading price prior to conversion.. These shares shall be in the name of the SELLER or their appointees. The conversion shall take place at the sold discretion of the SELLER. The resulting Common Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered be included in the Purchasers’ names Company's next registration statement following the closing. Following Closing (e) The Seller and addresses Buyer shall effect, prepare and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchasercause all actions outlined in APPENDIX A; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor which shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) considered part of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder. 3.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement AgentAgents, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent Agents identified by each Purchaser; upon receipt of such Shares, the Placement Agent Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Agents (or its their respective clearing firmfirms) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number up to an aggregate of Shares, (ii) a Pre-Funded Warrant to purchase such number $4,012,000 of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for Preferred Stock with an aggregate total purchase price Stated Value for each Purchaser equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser as determined by pursuant to Section 2.2(a), it being understood that, and as more fully described below, each Purchaser shall indicate on its signature page the aggregate Subscription Amount to be purchased hereunder by such Purchaser, and such Purchaser shall purchase Preferred Stock for a Subscription Amount equal to 58.724% of its aggregate Subscription Amount on the First Closing Date and purchase Preferred Stock for a Subscription Amount equal to 41.276% of its aggregate Subscription Amount on the Second Closing Date, subject to the conditions set forth herein. The aggregate number of shares of Preferred Stock sold hereunder shall be made up to 4,012. Upon each Closing, each Purchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available for “Delivery Versus Payment” settlement with funds equal to its Subscription Amount as to the Company or its designee. The applicable Closing, and the Company shall deliver to each Purchaser its respective Sharesshares of Preferred Stock, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the applicable Closing. The Closings shall take place on two separate dates, as set forth below. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of EGS or such other location as the parties shall mutually agree. The Company covenants that, if the Purchaser delivers a Notice of Conversion (as defined in the Certificate of Designation) to convert any shares of Preferred Stock between the date hereof and the First Closing documentation. Unless otherwise directed by Date, with regard to the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., Preferred Stock issuable on the First Closing, and between the date that Shareholder Approval is received and effective and the Second Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Conversion Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) Purchaser on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the respective Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderconnection with such Notice of Conversion.

Closing. On (a) The consummation of the Closing Date, upon transactions contemplated by this Agreement (the terms and subject to the conditions set forth herein, substantially concurrent “Closing”) shall occur simultaneous with the execution and delivery of this Agreement by (the parties hereto, “Closing Date”) and shall be effective as of the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchaseEffective Time. At Closing, (i) such number each Party shall each execute and deliver to the other Party duplicate original counterparts of Shares, the form of Assignment of Overriding Royalty Interest attached hereto as Exhibit B (the “Assignment”) as necessary to transfer the Assets to Buyer as contemplated in this Agreement; (ii) a Pre-Funded Warrant Buyer shall deliver to purchase such number Seller in immediately available funds and pursuant to any wiring instructions provided by Seller an amount equal to the Sale Price, adjusted pursuant to the terms of shares of Common Stock, and this Agreement; (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company Seller shall deliver to Buyer a certificate of non-foreign status meeting the requirements of Treasury Regulations Section 1.1445- 2(b)(2); (iv) the Parties shall each Purchaser its deliver to SPF Investment Management, L.P. (“SPF”) their respective Shares, Pre-Funded Warrantfifty percent (50%) reimbursement (being fifty percent (50%) from Buyer, and Warrant as determined pursuant fifty percent (50%) from Seller) for sums due and owing to Section 2.2(a), SPF for certain reasonable and the Company documented expenses incurred in connection with its review and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction analysis of the covenants Assets and conditions set forth in Sections 2.2 and 2.3bid preparation (such total amount equal to $98,367.75, the Closing “Bid Reimbursement”); provided, in no event shall the total Bid Reimbursement due from Buyer and Seller exceed five percent (5%) of Seller’s net adjusted Sale Price; and (vi) the Parties shall each take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names such other actions and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made other documents as are contemplated by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, herein the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant up to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page heretoof $50,000,000.00 of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed agreed by the Placement Agent, settlement of Company and the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e.Purchasers, on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares . Notwithstanding anything herein to the applicable Purchasercontrary, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered if at any time on or after the time of execution of this Agreement by the this AgreementCompany and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company agrees shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Funded Warrant Shares subject Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such notice(s) decision to sell any shares of Common Stock by 4:00 p.m. (New York City time) on such Purchaser shall solely be made at the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundertime such Purchaser elects to effect any such sale, if any.

Closing. On the Closing Date, upon Subject to the terms and subject to the conditions set forth hereinin this Agreement, substantially concurrent with at the execution and delivery of this Agreement by the parties heretoClosing, the Company agrees shall issue and sell to selleach Purchaser, and each PurchaserPurchaser shall, severally and not jointly, agrees to purchasepurchase from the Company, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, Stock and (iii) a Warrant to purchase such a number of shares of Common StockWarrant Shares, in each case, as set forth on indicated below such Purchaser’s name on the signature page heretoof this Agreement, for an aggregate total purchase price equal to the Subscription Amount set forth on for such Purchaser as indicated below such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth name on the signature page hereto executed of this Agreement Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Purchasers, the Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(aXxxxxxxxxx Xxxxxxx PC (“Placement Agent Counsel”), in trust, a certificate or certificates, registered in such name or names as the Purchasers may designate, representing the Shares and Warrants, with instructions that such certificates are to be held for release to the Purchasers only upon payment in full of the Subscription Amount to the Company by all the Purchasers. Unless otherwise agreed to by the Company and any Purchaser, upon such receipt by Placement Agent Counsel of the certificates, each Purchaser shall deliver promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction account of the covenants and conditions set forth Company as instructed in Sections 2.2 and 2.3writing by the Company, in an amount representing the purchase price for such Purchaser as indicated below such Purchaser’s name on the signature page of this Agreement. On the date (the “Closing Date”) the Company receives the aggregate Subscription Amounts, the certificates evidencing the Shares and Warrants shall be released to the Purchasers (the “Closing”). The Closing of the purchase and sale of the Shares and Warrants shall take place remotely by electronic transfer at the offices of Xxxxxxxxxx Xxxxxxx PC, 1251 Avenue of the Closing documentation. Unless otherwise directed by the Placement AgentAmericas, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e.New York, on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and or at such other locations or remotely by facsimile transmission or other electronic means as the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderparties may mutually agree.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) which at the request of such Purchaser may be substituted for a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iiiii) a Common Stock Purchase Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Common Stock Purchase Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Each Purchaser acknowledges that, concurrently with the Closing and pursuant to the Prospectus, the Company will be selling additional Shares and Warrants to purchasers not party to this Agreement, less the aggregate Subscription Amount pursuant to this Agreement, and will issue to such purchasers such Shares and Common Warrants or Pre-Funded Warrants and Common Warrants in the same form and at the same Per Share Purchase Price. Unless otherwise directed by the Placement AgentAgents, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent Agents identified by each Purchaser; upon receipt of such Shares, the Placement Agent Agents shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent Agents (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the each Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) an amount equal to such number of SharesPurchaser’s Subscription Amount, (ii) a Pre-Funded Warrant provided that the aggregate Subscription Amounts as to purchase such number of shares of Common Stockall Purchasers shall not exceed $6,500,000, it being understood that, and (iii) a Warrant as more fully described below, each Purchaser shall indicate on the signature page for such Purchaser the aggregate Subscription Amount to be purchased hereunder by such Purchaser, and such Purchaser shall purchase such number Securities equal to one-half of shares the aggregate Subscription Amount on the First Closing Date and purchase Securities equal to the remaining one-half of Common Stockthe Subscription Amount on the Second Closing Date, subject to the conditions set forth herein. The minimum aggregate Subscription Amount by any Purchaser shall be $100,000, provided that the Company may, in its sole discretion, accept an aggregate Subscription Amount of less than $100,000 from a Purchaser. On each caseClosing Date, each Purchaser shall deliver to the Escrow Agent, via wire transfer or a certified check, immediately available United States’ funds equal to its Subscription Amount as to the applicable Closing (as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to this Agreement) and the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective SharesDebenture, Pre-Funded Warrant, Warrant and Warrant as determined pursuant to other items set forth in Section 2.2(a)) as to the applicable Closing, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at such Closing. The Closings shall take place in two stages as set forth below (respectively, the “First Closing” and the “Second Closing”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the each Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt offices of FWS or such Shares, other location as the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company)mutually agree. Notwithstanding the foregoing, with respect to foregoing or any Notice(s) other provision of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees reserves the right to deliver accept or reject, in its sole discretion, the Pre-Funded Warrant Shares subject Subscription Amount of any Purchaser at or prior to the First Closing. In the event that the Company rejects a Subscription Amount of a Purchaser at or prior to the First Closing, the Company shall immediately return such Subscription Amount to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date Purchaser without deduction or charge and without interest thereon and the Closing Date Company shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderhave no further obligation with respect to such Purchaser.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number an aggregate of Shares, (ii) a Pre-Funded Warrant to purchase such number $26,000,000 of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for Preferred Stock with an aggregate total purchase price Stated Value for each Purchaser equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a). The aggregate number of shares of Preferred Stock sold hereunder shall be 26,000. The Company shall provide written notice (which may be via email) to each Purchaser (the “Closing Notice”) that the Company reasonably expects the Closing to occur (and the conditions thereto to be satisfied) on a date specified in the notice (the “Scheduled Closing Date”) not less than five (5) Business Days after the date of the Closing Notice, which Closing Notice shall contain the Flow of Funds Letter (as defined below) with the Company’s wire instructions for the Escrow Account. The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. Provided that the Closing Notice is timely delivered in accordance with the foregoing, no later than two (2) Business Days prior to Closing, each Purchaser shall be made deliver to the Escrow Agent, via wire transfer or a certified check, immediately available for “Delivery Versus Payment” settlement with funds equal to such Purchaser’s Subscription Amount. At the Company or its designee. The Closing, the Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, shares of Preferred Stock and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt offices of White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such Shares, other location as the parties shall mutually agree and the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by Escrow Agent the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) Form of Exercise Escrow Release Notice (as defined in the Pre-Funded Warrants) delivered on or Escrow Agreement), duly executed, which shall cause the release of the funds in the Escrow Account to the Company. If this Agreement is terminated prior to 12:00 p.m. (New York City time) on the Closing Dateand any funds have already been sent by any Purchaser to the Escrow Account, which may be delivered at any time or the Closing Date does not occur within five (5) Business Days after the time of execution of Scheduled Closing Date specified in the this AgreementClosing Notice, the Company agrees shall or shall cause the Escrow Agent to deliver promptly (but not later than seven (7) Business Days after the Pre-Funded Warrant Shares subject Scheduled Closing Date specified in the Closing Notice), return the funds delivered by any Purchaser for payment of such Purchaser’s Subscription Amount by wire transfer in immediately available funds to the account specified in writing by such notice(s) by 4:00 p.m. Purchaser (New York City time) on provided, that the failure of the Closing Date to occur within such seven (7) Business Day period and the return of the relevant funds shall not relieve such Purchaser from its obligations under this Agreement for a subsequently rescheduled Closing Date shall be determined by the Warrant Share Delivery Date (as defined Company in the Pre-Funded Warrants) for purposes hereundergood faith and indicated to such Purchaser in a timely delivered subsequent Closing Notice).

Closing. On The closing of the Closing Date, upon sale and purchase of the terms and subject Notes (the "Closing") shall be deemed to the conditions set forth herein, substantially concurrent take place concurrently with the execution and delivery of this Agreement by the parties hereto. At the Closing, the Company agrees following closing transactions shall take place, each of which shall be deemed to sell, and each Purchaser, severally and not jointly, agrees to purchase, occur simultaneously with the Closing: (i) such number of Sharesthe Company shall execute, issue and deliver the Notes to the Purchasers; (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on Purchasers shall pay the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) Purchase Price by wire transfer to the Company). Notwithstanding account designated by the foregoing, with respect to any Notice(s) of Exercise (as defined Company in the Pre-Funded Warrants) delivered on or writing prior to 12:00 p.m. the Closing; (New York City timeiii) on the Company shall pay the expenses set forth in Section 6.02 hereof by wire transfer to the account designated by the Purchasers in writing prior to the Closing; provided that if the Company and the Purchasers so agree, such expenses may be netted against the Purchase Price; (iv) the Company and the Purchasers shall execute and deliver the Registration Rights Agreement; (v) the Company shall deliver to the Purchasers a certificate executed by the secretary of the Company, signing in such capacity, dated the date of the Closing Date(A) certifying that attached thereto are true and complete copies of the resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby (including, without limitation, the issuance and sale of the Notes and the reservation and issuance of the Conversion Shares upon conversion of the Notes), which may authorization shall be delivered at any time after the time of execution in full force and effect on and as of the this Agreementdate of such certificate, and (B) certifying and attesting to the Company agrees office, incumbency, due authority and specimen signatures of each Person who executed any Transaction Document for or on behalf of the Company; and (vi) Brxxx & Woxx, as counsel to the Company, shall deliver to the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on Purchasers an opinion, dated the date of the Closing Date and addressed to the Closing Date shall be Purchasers, in form and substance acceptable to the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.Purchasers. 15E ARTICLE III

Closing. On The purchase and sale of the Closing DatePurchased Securities shall take place at the offices of Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, promptly upon the terms and subject to satisfaction or waiver of the closing conditions set forth herein, substantially concurrent with the execution in Section 4.1 and delivery of this Agreement by the parties 4.2 hereto, but not later than April 3, 2007, or on such other date and at such other time as the Company agrees to sell, and each Purchaser, severally Purchasers mutually agree in writing (which time and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, place are designated as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeClosing”). The date of the Closing is referred to herein as the “Closing Date.” At the Closing, the Company shall deliver to each Purchaser its respective (i) shares of Series A-6 Purchased Shares in the amount set forth opposite such Purchaser’s name under the heading “Number of Series A-6 Purchased Shares” on Schedule II hereto and (ii) Warrants entitling such Purchaser to purchase the number of shares of Common Stock set forth opposite such Purchaser’s name under the heading “Number of Warrant Shares” on Schedule II hereto, Pre-Funded Warrant, all against payment in the amounts set forth opposite such Purchaser’s name under the heading “Series A-6 Shares and Warrant Purchase Price” on Schedule II hereto, by wire transfer of immediately available funds to such account as determined pursuant to Section 2.2(a)the Company designates. The Closing shall not occur, and the Company shall have no obligation to make such deliveries, unless the Purchasers purchase and each Purchaser shall deliver pay for the other items aggregate number of Series A-6 Purchased Shares and the Warrants set forth in Section 2.2 deliverable at the Closingon Schedule II hereto. Upon satisfaction The Company shall pay any documentary stamp or similar issue or transfer taxes due as a result of the covenants issuance and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer sale of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Series A-6 Purchased Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) up to an aggregate of approximately $3,000,000 of ADSs. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Placement Agent or such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, other location as the parties shall mutually agree. Except as set forth on such Purchaser’s signature page heretoin the last sentence of this Section 2.1, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The and the Company shall deposit the Shares and instruct the Depositary to deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a)ADSs , and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants Closing and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares ADSs shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares ADSs registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such SharesADSs, the Placement Agent shall promptly electronically deliver such Shares ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with With respect to any Notice(s) of Exercise ADSs to be settled via Deposit/Withdrawal at Custodian system (as defined “DWAC”), the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Pre-Funded Warrants) delivered on or Closing, and prior to 12:00 p.m. the Closing Date, each of the Purchasers (New York City timeother than purchasers receiving ADSs via DVP) shall deliver to the Company or the Escrow Agent, as applicable, their respective Subscription Amounts set forth on the signature pages hereto, and on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees shall direct the Escrow Agent to deliver release the Pre-Funded Warrant amounts contained in the escrow account to the Company, and the Company shall deposit the Shares subject to and issue the ADSs registered in the Purchasers’ names and addresses and in such notice(s) by 4:00 p.m. (New York City time) amounts as set forth on the Closing Date signature pages hereto and direct the Closing Date shall be Depositary to release such ADSs to the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderPurchasers.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number an aggregate of $18,711,080 of Shares and Warrants, evidenced by the issuance of 5,212,000 Shares and Warrants to purchase 2,606,000 Warrant Shares, (ii) a Pre-Funded Warrant in the aggregate. Each Purchaser shall deliver to purchase such number of shares of Common Stockthe Escrow Agent for distribution, and (iii) a Warrant to purchase such number of shares of Common Stockvia wire transfer, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price immediately available funds equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of Xxxxxx Xxxxxx or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly Notwithstanding anything herein to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Sharescontrary, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered if at any time on or after the time of execution of this Agreement by the this AgreementCompany and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any Shares or Warrant Shares, as applicable, to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Common Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company agrees shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Purchaser prior to the Company's receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Funded Warrant Settlement Period such Purchaser shall sell any Pre-Settlement Common Shares subject to any Person and that any such notice(s) decision to sell any Pre-Settlement Common Shares by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date such Purchaser shall be the Warrant Share Delivery Date (as defined made, in the Pre-Funded Warrants) for purposes hereundersole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely via the remote exchange of electronic documents and signatures on a date which is 3 Business Days following the satisfaction or valid waiver of all of the conditions set out in Clauses 3 and 4 unless another time or place is agreed to in writing by electronic the Purchaser and the Seller. At the Closing, the Purchaser shall: transfer the Purchase Price to the Seller’s Bank Account (such transfer to be deemed to be complete when the Seller has evidence of receipt of the Purchase Price from its bank); subscribe for the preference shares in the Company pursuant to the Subscription Agreement; and deliver to Seller executed its executed counterpart of the Shareholders Agreement. At the Closing, the Seller shall: deliver evidence that the board of directors of the Company has passed an unconditional resolution to (i) approve the transfer of the Sale Shares from the Seller to the Purchaser and (ii) adopt the Amended & Restated Bye-Laws in the form attached hereto as Schedule 3 effective as of the Closing documentation. Unless otherwise directed Date (the “Bye-Laws”); deliver to Purchaser executed its executed counterpart of the Shareholders Agreement; procure that the Company deliver to Purchaser executed its executed counterpart to the Shareholders Agreement; procure that the Company deliver to Purchaser a copy of the Bye-Laws, certified as true, complete and correct by the Placement Agent, settlement secretary of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e.Company, on evidencing the Bye-Laws have been duly adopted by the Company and are in effect as of the Closing Date, ; and procure that the Company shall issue deliver to Purchaser a true, complete and correct copy of the register of members of the Company, certified as true by the secretary of the Company, showing that the Sale Shares are registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution name of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderPurchaser.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number up to an aggregate of Shares, (ii) a Pre-Funded Warrant to purchase such number $13,800,000 of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for Preferred Stock with an aggregate total purchase price Stated Value for each Purchaser equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a). The aggregate number of shares of Preferred Stock sold hereunder shall be up to 13,800. Each Purchaser shall be made deliver to the Escrow Agent, via wire transfer or a certified check, immediately available for “Delivery Versus Payment” settlement with funds equal to its Subscription Amount, and the Company or its designee. The Company shall deliver to each Purchaser its respective Sharesshares of Preferred Stock and Warrants, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by The Company covenants that, if the Placement Agent, settlement Purchaser delivers a Notice of Conversion (as defined in the Shares shall occur via “Delivery Versus Payment” (“DVP”Certificate of Designation) (i.e., on to convert any shares of Preferred Stock between the date hereof and the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Conversion Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) Purchaser on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderconnection with such Notice of Conversion.

Closing. On the Closing Date, upon Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers agree, severally and not jointly, agrees to purchase, purchase (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such the number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as Preferred Stock set forth opposite each Purchaser's name on such Purchaser’s the Purchaser signature page hereto, for an aggregate total attached hereto at a per share purchase price equal to the Subscription Amount Stated Value, for up to an aggregate of 2,797,203 shares of Preferred Stock with an aggregate Purchase Price of up to $8,000,000.58 (the “Aggregate Purchase Price”), and (ii) the number of Warrants as determined pursuant to Section 2.2(a)(iv) for no additional consideration, up to an aggregate of 1,398,602 Warrants. Subject to the satisfaction or waiver of the conditions set forth in Section 2.2, the initial purchase and sale of $4,000,000 of Preferred Stock and Warrants shall take place at a closing (the "Initial Closing") on such Purchaser’s signature page heretoor before October 23, 2009 (the "Initial Closing Date"). Each Purchaser’s Subscription Amount as set forth Following the Initial Closing Date, there shall be a final closing (the “Final Closing,” and together with the Initial Closing, each, a "Closing") on or before November 6, 2009 (together with the signature page hereto executed by such Initial Closing Date, each, a "Closing Date"). On or before each Closing Date, each Purchaser shall be made deliver to the Escrow Agent via wire transfer or a certified check of immediately available for “Delivery Versus Payment” settlement with funds equal to their Purchase Price and the Company or its designee. The Company shall deliver to each Purchaser its their respective Shares, Pre-Funded Warrant, shares of Preferred Stock and Warrant Warrants as determined pursuant to Section 2.2(a), 2.2(a)(iv) and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable 2.2(a) issuable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the each Closing shall take place remotely by electronic transfer occur at the offices of Bxxxxxxxxx or such other location as the Closing documentation. Unless otherwise directed by the Placement Agentparties shall mutually agree, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, and the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by Escrow Agent the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) Form of Exercise Escrow Release Notice (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing DateEscrow Agreement), which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderduly executed.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, up to an aggregate of approximately $52,500,000 of Securities, which is based on, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such the number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as Stock set forth under the heading “Subscription Amount” on such the Purchaser’s signature page hereto, at the Per Share Purchase Price, and (ii) Common Warrants exercisable for an aggregate total purchase price equal shares of Common Stock as calculated pursuant to the Subscription Amount set forth on such Purchaser’s signature page hereto2.2(a). Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” Payment (“DVP”) settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser through the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Person shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be a Purchaser under this Agreement unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares hereunder; provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell any Shares will be made in the sole discretion of such Purchaser from time to time, including during the Pre-Settlement Period. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchasepurchase hereunder, (i) such that aggregate number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as Shares set forth on such Purchaser’s signature page hereto, for an (ii) Series E 2015 Warrants to purchase that number of shares of Common Stock set forth on such Purchaser’s signature page hereto and (iii) Series F 2015 Warrants to purchase that number of shares of Common Stock set forth on such Purchaser’s signature page hereto, at the aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser shall deliver to the Company, via wire transfer or a certified check of immediately available funds in an amount equal to such Purchaser’s Subscription Amount as set forth on the its signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with hereto, and the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Warrants and Warrant as determined pursuant to Section 2.2(a)Series F 2015 Warrants being purchased hereunder, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of the Closing documentationCompany Counsel or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement For all purposes of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver Shares, the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date Warrants and the Closing Date Series F 2015 Warrants shall be deemed to be issued in all respects simultaneously and under no circumstance shall any of the Warrant Share Delivery Date (as defined in Shares, the Pre-Funded Warrants or the Series F 2015 Warrants be deemed to be issued prior to or after any other Shares, Warrants or Series F 2015 Warrants) for purposes hereunder.

Closing. On the initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, up to an aggregate of $[●] of Shares and Warrants. For a period of 45 days following the initial Closing Date, such investors who purchased Shares and Warrants at the initial Closing will have the right to purchase up to such number of additional Shares and Warrants as equals [●]% of the number of Shares and Warrants purchased by each of them at the initial Closing, on the same terms as the Shares and Warrants purchased at the initial Closing. On each Closing Date, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal Purchaser shall pay its respective Subscription Amount to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount Company as set forth on the signature page hereto executed by such Purchaser shall for the Shares and the Warrants to be made issued and sold to such Purchaser at Closing, by wire transfer of immediately available for “Delivery Versus Payment” settlement funds in accordance with the Company or its designee. The Company’s written wire instructions set forth in Section 2.2(iii), and (ii) the Company shall (A) cause the Transfer Agent via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) to deliver Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, (B) deliver to each Purchaser its respective Sharesthe Warrant such Purchaser is purchasing at such Closing, Pre-Funded Warrantin each case, and Warrant as determined pursuant to Section 2.2(a), and duly executed on behalf of the Company and registered in the name of such Purchaser or its designee and (C) deliver to each such Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the offices of Placement Agent identified by each Purchaser; upon receipt of counsel or such Shares, other location as the Placement Agent parties shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundermutually agree.

Closing. On The Closing will take place at the Closing Dateoffices of Fried, upon the terms and subject to the conditions set forth hereinFrank, substantially concurrent with the execution and delivery of this Agreement by the parties heretoHarris, the Company agrees to sellShrixxx & Xacoxxxx, and each PurchaserXxe New York Plaza, severally and not jointlyNew York, agrees to purchaseNew York, (i) or at such number of Sharesother place as Purchasers, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), Sellers and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable mutually agree, at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e.10:00 A.M. local time, on the Closing Date; provided, that the parties hereto will use commercially reasonable efforts to cause the Closing to occur by May 31, 1997. At the Closing, Purchasers will pay the Shares Purchase Price and the Company shall issue will pay the Other Securities Purchase Price by wire transfer of immediately available funds to such account or accounts as Laidxxx xxx reasonably direct by written notice delivered to Purchasers and the Company at least one (1) Business Day before the Closing Date (Laidxxx xxxll accept delivery of the Securities Purchase Price on behalf of itself and LTI, which hereby appoints Laidxxx xx its agent for such purpose). Simultaneously, (i) LTI will assign and transfer to Purchasers all of LTI's right, title and interest in and to the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly delivering to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of Purchasers one or more certificates representing such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaserin genuine and unaltered form, duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank, with requisite transfer tax stamps, if any, attached, and payment therefor shall be made by the Placement Agent (or its clearing firmii) by wire each of Laidxxx xxx LTI will assign and transfer to the Company). Notwithstanding Company all of Laidxxx'x xxx LTI's respective right, title and interest in and to the foregoingOthers Securities by delivering to the Company one or more Notes, Warrants or other certificates representing such Other Securities, in genuine and unaltered form, duly endorsed in blank or accompanied by duly executed bond or stock powers endorsed in blank, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Daterequisite transfer tax stamps, which may be delivered at any time after the time of execution of the this Agreementif any, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderattached.

Closing. On the Closing Date, upon Subject to the terms and subject to the conditions set forth hereinin this Agreement, substantially concurrent with at the execution and delivery of this Agreement by the parties heretoClosing, the Company agrees shall issue and sell to sellthe Purchaser, and each Purchaserthe Purchaser shall purchase from the Company, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, Stock and (iii) a the Warrant to purchase such a number of shares of Common StockWarrant Shares, in each case, as set forth on such indicated below the Purchaser’s name on the signature page heretoof this Agreement, for an aggregate total purchase price equal to for the Subscription Amount set forth on such Purchaser as indicated below the Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth name on the signature page hereto executed of this Agreement. Upon confirmation that the other conditions to closing specified herein have been satisfied or duly waived by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Purchaser, the Company shall deliver to each Xxxxxxxxxx Xxxxxxx PC (“Placement Agent Counsel”), in trust, a certificate or certificates, registered in such name or names as the Purchaser its respective Sharesmay designate, Pre-Funded representing the Shares and Warrant, with instructions that such certificates are to be held for release to the Purchaser only upon payment in full of the Purchase Price to the Company by the Purchaser. Upon such receipt by Placement Agent Counsel of the certificates, the Purchaser shall promptly, but no more than one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing the purchase price for such Purchaser as indicated below the Purchaser’s name on the signature page of this Agreement. On the date (the “Closing Date”) the Company receives the Purchase Price, the certificates evidencing the Shares and Warrants shall be released to the Purchaser (the “Closing”). The Closing of the purchase and sale of the Shares and Warrant shall take place at the offices of Xxxxxxxxxx Xxxxxxx PC, 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other location and on such other date as determined pursuant to Section 2.2(a), and the Company and each the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundermutually agree.

Closing. On At the Closing DateClosing, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company hereby agrees to issue and sell, and each PurchaserPurchaser agrees to purchase from the Company, severally and not jointly, agrees to purchase, (i) such that number of Shares, (ii) a PreOrdinary Shares and/or Non-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as Voting Ordinary Shares set forth on opposite such Purchaser’s signature page heretoname under the heading “Total Number of Shares”, for comprised of the number under the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount sum of the Share Purchase Price for the Shares, all as set forth on Schedule 1 attached hereto. At the signature page hereto executed Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the purchase price to be paid by such Purchaser shall for the Shares to be made available for acquired by it as set forth opposite such Purchaser’s name under the heading “Delivery Versus PaymentAggregate Purchase Price of Shares” settlement on Schedule 1 hereto in accordance with the Company or its designee. The Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company shall deliver to each Purchaser its respective SharesShares in the amounts set forth opposite such Purchaser’s name on Schedule 1 hereto, Pre-Funded Warrant, deliverable at the Closing on the Closing Date in accordance with Section 2.2. The Closing shall occur remotely via the exchange of documents on the Closing Date or such other time and Warrant location as determined pursuant the parties shall mutually agree. In the event that a Purchaser has wired its purchase price prior to Section 2.2(a)the Closing, and the Company and each Purchaser shall deliver Closing Date has not occurred within five (5) Business Days after the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the expected Closing Date, the Company shall issue promptly (but not later than one (1) Business Day thereafter) return the Shares registered Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in the Purchasers’ names and addresses and released by the Transfer Agent directly immediately available funds to the account(s) at the Placement Agent identified account specified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such the number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as Ordinary Shares represented by ADSs set forth under the heading “Subscription Amount” on such the Purchaser’s signature page hereto, at the Per ADS Purchase Price, and (ii) Common Warrants exercisable for an aggregate total purchase price equal ADSs as calculated pursuant to 2.2(a); provided, however, that, to the Subscription Amount set forth on extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s signature page heretoAffiliates, and any Person acting as a group together with such purchaser or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing ADSs, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of ADSs in such manner to result in the full Subscription Amount being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser, 9.99%) of the number of Ordinary Shares, in each case, outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. ​ Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” Payment (“DVP”) settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of the Closing documentationPlacement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent Depositary directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the foregoingcontrary, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered if at any time on or after the time of execution of this Agreement by the this AgreementCompany and an applicable Purchaser through the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Person shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be a Purchaser under this Agreement unconditionally bound to purchase, and the Company agrees shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the ​ Subscription Amount for such Pre-Settlement Shares hereunder; provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Funded Warrant Settlement Period. The decision to sell any Shares subject will be made in the sole discretion of such Purchaser from time to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in , including during the Pre-Funded Warrants) for purposes hereunder.Settlement Period. ​

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page heretoof $22,531,983.33 of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with pursuant to the Company or its designeedelivery method set forth below. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Shares and a Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of the Closing documentationCompany or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement AgentAgent or the Company’s financial advisors, settlement of the Shares shall occur be by delivery via “Delivery Versus Payment” electronic book-entry via The Depository Trust Company (“DVPDTC”) DWAC (i.e.as defined below) system, on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names Purchaser’s name and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (address as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) set forth on the Closing Datesignature page attached hereto. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE PURCHASER AND THE COMPANY, which may be delivered at any time after the time of execution of the this AgreementTHE PURCHASER 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 (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES. AFTER THE EXECUTION OF THIS AGREEMENT BY THE PURCHASER AND THE COMPANY, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.THE PURCHASER SHALL AT CLOSING REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE PURCHASER TO THE FOLLOWING ACCOUNT: Bank: Chase Bank Bank Address: 40 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000 Routing #: 000000000 Acct #: 187832106 Acct Name: Neurotrope Bioscience, Inc.

Closing. On If the Closing Dateminimum number of Shares to be sold in the Offering, upon the terms and subject to the conditions as set forth hereinon the cover page of the Prospectuses, substantially concurrent with are subscribed for at or before the execution and delivery termination date of this Agreement by the parties heretoOffering (which may be extended in the manner described in the Prospectuses), the Company agrees to sell, issue and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing DateDate (as hereinafter defined) against payment therefor (in the case of the Subscription Offering, by the means authorized by the Plan). Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Agent hereunder. The Company shall issue the Shares registered to be sold in the Purchasers’ names and addresses and released by the Transfer Agent Subscription Offering directly to the account(spurchasers thereof, and shall issue the Shares to be sold in the Syndicated Offering to Xxxxxx Xxxxxxx (or one or more other Agents, as directed by Xxxxxx Xxxxxxx) at for the Placement Agent identified by each Purchaser; upon receipt benefit of such Sharesthe purchasers thereof, with any transfer taxes payable in connection with the Placement Agent shall promptly electronically deliver such transfer of the Shares to the applicable PurchaserAgents duly paid. Upon delivery, and payment therefor the Shares to be sold in the Syndicated Offering shall be made registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date. The Company shall not deliver the Shares until all of the conditions in Section 4 have been satisfied or waived by the Placement Agent Representatives. The closing of the issuance and sale of the Shares (or its clearing firmthe “Closing”) by wire transfer to shall be held at the Company). Notwithstanding the foregoingoffices of Xxxxxx Xxxxxxxx, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York, New York, at 10:00 a.m., New York City time) , or at such other place and time as shall be agreed upon between the People’s Parties, on one hand, and the Representatives, on the other, on the business day selected by the Company and the Representatives, which business day shall be no less than two business days following the giving of prior notice by the Company to the Representatives or at such other time as shall be agreed upon between the People’s Parties, on one hand, and the Representatives, on the other. This date and time are referred to as the “Closing Date.” At the Closing, which may be delivered at any time after (i) the time People’s Parties shall deliver by wire transfer in same-day funds (x) to Xxxx Xxxx, the fees owing to Xxxx Xxxx as set forth in paragraph (d)(i) of execution Section 2 and (y) to each of the this AgreementAgents, the Company agrees to deliver the Pre-Funded Warrant Shares subject expenses owing to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date Agent pursuant to Section 6, and the Closing Date opinions required hereby and other documents deemed reasonably necessary by the Agents shall be executed and delivered to effect the Warrant Share Delivery Date (sale of the Shares as defined contemplated hereby and pursuant to the terms of the Plan and the description thereof in the PreProspectuses and (ii) the Representatives shall deliver to the Company by wire transfer in same-Funded Warrantsday funds the aggregate proceeds of the Shares sold by the Agents in the Syndicated Offering, net of the commissions and fees owing to the Agents under paragraphs (d)(ii) for purposes hereunderand (d)(iii) of Section 2.

Closing. Upon confirmation that the conditions to closing specified herein have been satisfied or duly waived by the Requisite Holders or the Company, as applicable, (i) the Company shall deliver to Placement Agents Counsel, in trust, certificates, registered in such name or names as the Investors may designate, representing the Shares and the Warrants, with instructions that such Shares and Warrants are to be held for release to the Investors only upon payment in full of the aggregate purchase price to the Company (as set forth below) by all the Investors and (ii) following receipt of such certificates, the Company and the Placement Agents shall jointly instruct Placement Agents Counsel to release (A) the Net Escrow Amount to the Company (the date of receipt of the Net Escrow Amount by the Company is hereinafter referred to as the “Closing Date”), (B) the Cash Placement Agents Fee to the Placement Agents and (C) the Placement Agents Counsel Fees to Placement Agents Counsel. On the Closing Date, upon the terms certificates representing the Shares and subject the Warrants shall be released to the conditions set forth herein, substantially concurrent with Investors (the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeeClosing”). The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, purchase and Warrant as determined pursuant to Section 2.2(a), sale of the Shares and the Company and each Purchaser shall deliver the other items set forth Warrants in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer at the offices of Placement Agents Counsel, 1251 Avenue of the Closing documentation. Unless otherwise directed by the Placement AgentAmericas, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e.00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other location and on the Closing Date, such other date as the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date Requisite Holders shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereundermutually agree.

Closing. On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page heretoof $855,000.00 of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designeedesignees. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and Warrant Warrants as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of G&M or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement Settlement of the Shares and Warrants shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) each Purchaser by wire transfer to the Company). Notwithstanding anything to the foregoingcontrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder at any Closing Date shall not, when aggregated with respect all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Notice(s) Person all, or any portion, of any Common Stock or Warrants to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Securities hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock or Warrants to any Person and that any such decision to sell any shares of Common Stock or Warrants by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. The Company covenants that, if the Purchaser delivers a Notice of Exercise (as defined in the Pre-Funded WarrantsWarrant) delivered on or to exercise any Warrant between the date hereof and prior to 12:00 p.m. (New York City time) the Closing Date, the Company shall deliver Warrant Shares to the Purchaser on the Closing Date in connection with such Notice of Exercise and such Purchaser shall deliver the applicable exercise price to the Company on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, up to an aggregate of $9,000,000 of Shares and Warrants. The “Beneficial Ownership Limitation” shall be 4.99% (ior, at the election of the Purchaser at Closing, 9.99%) such number of Shares, (ii) a Pre-Funded Warrant to purchase such the number of shares of the Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal Stock outstanding immediately after giving effect to the Subscription Amount set forth issuance of the Securities on such Purchaser’s signature page heretothe Closing Date. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of R&C or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the foregoingcontrary, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered if at any time on or after the time of execution of this Agreement by the this AgreementCompany and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), if such Purchaser sells to any Person all, or any portion, of any Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company agrees shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares hereunder; provided, further, that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Funded Warrant Shares subject Settlement Period. The decision to sell any shares of Common Stock will be made in the sole discretion of such notice(s) by 4:00 p.m. (New York City Purchaser from time to time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in , including during the Pre-Funded WarrantsSettlement Period. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) for purposes hereunderhereunder shall not, when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant up to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page heretoof $12,840,001.21 of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of G&M or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement Settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) each Purchaser by wire transfer to the Company). Notwithstanding anything to the foregoingcontrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with respect to any Notice(sall other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance with Section 13(d) of Exercise the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding at the Closing (as defined in the Pre-Funded Warrants) delivered on or “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to 12:00 p.m. (New York City time) on the Closing, shall be conditioned upon the issuance of Shares at the Closing Date, which may be delivered at any time after to the time of execution other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.paragraph. Sales During Pre-

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to The purchase, (i) such number of Shares, (ii) a Pre-Funded Warrant to purchase such number of shares of Common Stock, sale and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement issuance of the Shares shall occur via take place at one or more closings (each of which is referred to in this Agreement as a “Delivery Versus Payment” Closing”). If less than all of the Shares are sold and issued at the initial Closing (“DVPInitial Closing”) (i.e.then, on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly subject to the account(s) at the Placement Agent identified by each Purchaser; upon receipt terms and conditions of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees may sell and issue at one or more subsequent closings (each, a “Subsequent Closing”), up to deliver the Pre-Funded Warrant balance of the unissued Shares subject to such notice(spersons or entities as may be approved by the Company. At the Initial Closing, the Investors, the Company and all other required parties will execute joinder agreements and become parties to the Investors’ Rights Agreement in substantially the form of Exhibit C, (the “Rights Agreement”) by 4:00 p.m. the Voting Agreement in substantially the form of Exhibit D (New York City timethe “Voting Agreement”) and the Right of First Refusal and Co-Sale Agreement in substantially the form of Exhibit E (the “ROFR” and together with this Agreement, the Voting Agreement and the Rights Agreement the “Related Agreements”). The Initial Closing occurred on November 19, 2012. Any such sale and issuance in a Subsequent Closing shall be on the Closing Date same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by this Agreement and each of the Related Agreements, without the need for an amendment to this Agreement except to add such person’s or entity’s name to the Schedule of Investors and the Related Agreements, and shall have the rights and obligations hereunder, in each case as of the date of the applicable Subsequent Closing. Each Subsequent Closing Date shall take place at such date, time and place as shall be approved by the Warrant Share Delivery Date (as defined Company in its sole discretion and the Pre-Funded Warrants) for purposes hereunderInvestors representing a majority of the Shares to be sold in such Subsequent Closing.

Closing. On the Closing Date, upon Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number up to an aggregate of Shares, (ii) a Pre-Funded Warrant to purchase such number $20,000,000 of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for Preferred Stock with an aggregate total purchase price Stated Value for each Purchaser equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined by pursuant to Section 2.2(a). The aggregate number of shares of Preferred Stock sold hereunder shall be up to 20,000. At the Closing, each Purchaser shall be made available for “Delivery Versus Payment” settlement with deliver to the Company via wire transfer or a certified check of immediately available funds equal to its designee. The Subscription Amount, and the Company shall deliver to each Purchaser its respective Sharesshares of Preferred Stock and Warrants, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of WS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by Notwithstanding anything herein to the Placement Agentcontrary, settlement in the event that a Purchaser delivers a Notice of Conversion (as defined in the Shares shall occur via “Delivery Versus Payment” (“DVP”Certificate of Designation) (i.e., on to the Closing DateCompany after the execution hereof and before the Closing, the Company shall issue the Conversion Shares registered to such Purchaser on the same terms as set forth in the Purchasers’ names Certificate of Designation at the Closing, if possible, and addresses and released by in any event within three Trading Days of the Transfer Agent directly date that such Notice of Conversion is delivered to the account(s) at Company provided, that such Purchasers obligation to purchase the Placement Agent identified by each Purchaser; upon receipt shares of Preferred Stock from which such Shares, the Placement Agent shall promptly electronically deliver such Conversion Shares to the applicable Purchaser, and payment therefor will be converted shall be made by the Placement Agent unconditional, all other required deliverables and conditions to Closing (that have not been previously delivered or its clearing firmsatisfied) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may shall be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date deemed waived and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderoccur.

Closing. On the The closing (“Closing”) shall take place (“Closing Date”) as soon as: (a) Buyer has deposited $300,000, upon less wire transfer fees (the terms and subject “Purchase Price”) in the account of the Escrow Agent as set forth in the Escrow Agreement, a form of which is attached hereto as Exhibit "A"; (b) the Seller shall have delivered to the conditions set forth hereinEscrow Agent stock certificate(s), substantially concurrent with issued in the execution and delivery name of this Agreement by the parties heretoBuyer, evidencing 30,000,000 shares of the Company agrees to sellSeller’s Common Stock, and each Purchaser, severally and not jointly, agrees to purchase, constituting at least 33% of the then outstanding shares (ipost-issuance) such number of Shares, the Seller’s Common Stock (iithe "Shares Certificate"); (c) a Pre-Funded Warrant to purchase such number of the Principal Shareholder shall have deposited 17,936,094 shares of Common StockStock of Seller held in its name (the “Pledge Shares”) as collateral as further described herein and in the Pledge Agreement dated the date hereof by and between the Buyer and Principal Shareholder (the “Pledge Agreement”); (d) the exchange of shares has taken place between Buyer and Seller pursuant to Section 6.1 of the Agreement and Plan of Reorganization among Buyer, Seller and Principal Shareholder (the “Exchange Agreement”); and (iiie) a Warrant to purchase such number the Agreement for the Sale of shares Ownership dated the date hereof between the Seller and V-Capital Limited has been released by the Escrow Agent and become effective (the “Sale of Common StockSubsidiaries Agreement”). Immediately following the Closing, in each casethe Escrow Agent shall, upon instruction from Seller and Buyer, pay-off certain contingent liabilities of the Seller with the Purchase Price as set forth on such Purchaser’s signature page Schedule 1.3 attached hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect subject to any Notice(s) other conditions of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees Exchange Agreement or the Escrow Agreement. Simultaneously with paying the contingent liabilities, the Escrow Agent shall transfer the Shares Certificate to deliver Buyer per Buyer's instructions and shall transfer the Pre-Funded Warrant remaining Purchase Price, if any, after payment of contingent liabilities to the Seller. The Escrow Agent shall hold the Pledge Shares subject according to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date terms of the Pledge Agreement and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunderEscrow Agreement.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaserthe Purchasers, severally and not jointly, agrees agree to purchase, (i) such number up to an aggregate of $________ of Shares, (ii) a Pre-Funded Warrant . Notwithstanding anything herein to purchase such number of shares of Common Stock, and (iii) a Warrant to purchase such number of shares of Common Stockthe contrary, in each case, as set forth on the event that a Purchaser’s Subscription Amount would cause such Purchaser’s signature page heretoBeneficial Ownership to exceed 4.99% of the issued and outstanding Ordinary Shares, for an aggregate total purchase price equal to the Subscription Amount set forth on in lieu of Shares in excess of such Purchaser’s signature page heretoamount, such Purchaser shall be issued a Prefunded Warrant. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee(it being understood that on Closing, such amount shall be reduced by, if applicable, the aggregate exercise price of the Prefunded Warrants issuable to such Purchaser). The Company shall deliver to each Purchaser its respective Shares, Pre-Funded Warrant, Shares and a Prefunded Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer occur at the offices of EGS or such other location as the Closing documentationparties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

Closing. On The closing of the sale and purchase of the Purchased Interests (the "Closing") shall, subject to the fulfillment or waiver of the conditions specified in Article IV hereof, take place at the offices of Curtis, Mallet-Prevost, Colt & Moslx XXX, 600 Xxxx Xxxx Xtreet, Stamford, Conxxxxxxxx 00000, xx Xxxxxxxx 0, 0000 (xxxx xxxx xx the Closing being hereinafter called the "Closing Date"), or at such other date and place as shall be mutually agreeable to Seller and Purchaser. At the Closing, and upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of in this Agreement by the parties heretoAgreement, the Company agrees to sellParties shall deliver each of the certificates, and each documents to be delivered pursuant to this Agreement, and shall take the following actions, which deliveries and actions shall be deemed to have occurred simultaneously (except as otherwise provided) and to constitute the Closing hereunder: Seller and Purchaser shall execute and deliver the Assignments pursuant to which Seller shall assign and deliver the Purchased Interests to the Purchaser, severally ; Purchaser shall execute and not jointly, agrees deliver to purchase, Seller: (i) such number a promissory note in the principal amount of Shares, US$225,000 in the form attached hereto as Exhibit 3.1(b); and (ii) a Pre-Funded Warrant to purchase such number US$250,000 by way of shares of Common Stock, check; The Companies and (iii) a Warrant to purchase such number of shares of Common Stock, in each case, as set forth on such Purchaser’s signature page hereto, for an aggregate total purchase price equal to the Subscription Amount set forth on such Purchaser’s signature page hereto. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement execute and deliver the Distribution Rights Agreements and Trademark License Agreements; Seller shall cause each of the Companies to execute and deliver a termination agreement with Alive Spirits by which Alive Spirits agrees to terminate any and all rights and privileges, whether written or oral, it has regarding the Company or its designee. The Company distribution of the Products (the "Termination Agreements"); Seller and Purchaser shall execute and deliver to each Purchaser its respective Shares, Pre-Funded Warrant, and Warrant as determined pursuant to Section 2.2(a), the Operating Agreements and the Consulting and Exclusive Referral Agreement; Seller shall executive and deliver the Limited Liability Company Agreement of Maxmillian and each Purchaser a Subscription Agreement by which it shall acquire an interest in Maxmillian (collectively, the "Maxmillian Documents"); Seller shall deliver the other items set forth in Section 2.2 deliverable at Invoice and Parliament shall remit payment pursuant to such Invoice. Purchaser and each of Alive Spirits and Parliament shall execute and deliver Sublicense and Distributor Agreements. Seller shall execute, where required and deliver to Purchaser the ClosingNelson Documents and the Yamaguchi Xxxxxxnts. Upon satisfaction The Closing shall not be deemed to have occurred until each of the covenants deliveries and actions described in this Section 3.1 shall have occurred and any other conditions set forth in Sections 2.2 and 2.3, the Closing Article IV shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed have been satisfied or waived by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly Party entitled to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company)benefit thereof. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes hereunder.CONDITIONS TO CLOSING