Common use of First Closing Clause in Contracts

First Closing. (a) On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) On or prior the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the business day before the First Closing Date, the Company Corporation shall deliver or cause have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to each Purchaser the following:Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of the Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Corporation shall have paid the Finder’s Fee to Park Lane; (i) this Agreement duly executed by the Companysale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (iij) delivery of a legal opinion of Company Counsel, directed dated the First Closing Date from the Corporation’s counsel as to the Purchasersconditions set out in items (f) and (i) above, in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iiik) (i) the Company shall have provided each Purchaser representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Investment, are accurate and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, each Purchaser shall deliver or cause to be including in any other document delivered to the Company Corporation in connection with the following:Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Agreement duly executed Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by such Purchaserthe Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Companyauthorizing board resolutions; and (iii) incumbency; and (iv) that the Registration Rights Agreement duly executed condition in (k) or (l), as applicable, has been satisfied; (p) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (q) there shall not exist any Event of Default that remains uncured; (r) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (s) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitment Fees; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such Purchaserpayment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by the Investor to the Corporation in connection with the First Closing; (t) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on July 31, 2019 (the (u) the Corporation having at least such number of Common Shares authorized, available, and approved for issuance to the Investor upon conversion of all outstanding Debentures that is equal to 150% of the aggregate principal amount of the Debentures to be issued (increased by the Principal Amount of any other outstanding Debentures, if any) divided by the average VWAP of the three trailing days preceding the issuance of the Tranche.

First Closing. (a) The initial closing of the purchase and sale of the Securities pursuant to this Agreement (the “First Closing”) shall be held remotely via the exchange of documents and signatures no later than 9:00 AM (Eastern Time) on January 19, 2024 (the “First Closing Date”). (b) On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerinstructions; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s First Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and; (vi) the Registration Rights Agreement duly executed by the Company.; and (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement applicable Warrant Amendment duly executed by the Company. (bc) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions: (a) On or prior the notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby; (b) each Purchaser shall have executed and delivered a Non-Disclosure Agreement; and (c) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the amount set forth opposite such Purchaser’s name under the heading “Aggregate Principal Amount of Notes” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the First Closing. The First Closing Dateshall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Principal Amount of Notes indicated thereon. iii. The obligations of each Purchaser to Purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Company shall deliver have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby or cause to be create and perfect the Liens of Agent with respect to all Collateral; (b) the Company shall have delivered to each Purchaser certified copies of resolutions of the following:Company’s Board of Directors, and with respect to each Subsidiary party hereto, sole member, as applicable, evidencing approval of this Agreement, the transactions contemplated hereunder and other transactions evidenced by the Transaction Documents; (c) the Company and each of its Subsidiaries party hereto shall have delivered to each Purchaser certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the First Closing, of the Company and each Subsidiary party hereto; (d) the Company and each Subsidiary party hereto shall have delivered to each Purchaser a certificate of good standing for the Company and each Subsidiary party hereto from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (e) each Purchaser shall have received UCC and Lien searches and other evidence satisfactory to each Purchaser that there are no Liens upon the Collateral except Permitted Liens; (f) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of the First Closing; (g) the Company shall have performed and complied with any covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the First Closing; (h) the Chief Executive Officer of KiOR shall deliver to the Purchasers at the First Closing a certificate certifying that the conditions specified in Sections 3.1(A)(iii)(f) and 3.1(A)(iii)(g) have been fulfilled; (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company CounselKiOR shall have received all consents, directed authorizations or approvals referred to the Purchasersin Schedule 4.3, in form and substance reasonably acceptable satisfactory to KiOR and the Purchasers;, and no such consent, authorization or approval shall have been revoked. (iiij) the Company shall have provided each Purchaser with affected the Company’s wire instructions on Amendment to Existing Loan and the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerAmendment to Convertible Loan; (ivk) a copy of the irrevocable instructions to Company and the Transfer Agent instructing lenders under the Transfer Agent to establish via Existing Loan shall have entered into the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable)Subordination Agreement; (vl) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by purchasers under the CompanyConvertible Loan and the Purchasers under this Agreement shall have entered into the Intercreditor Agreement; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. (a) On or prior to the First first Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement, whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the first Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the first Closing; provided, however, that, 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 the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser. Each Purchaser will furnish the Company with details of an account with a TASE member or other eligible custodian in which its Shares will be deposited under this Agreement. The Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to share certificate registered in the Transfer Agent instructing name of registration co of Mizrahi Tefahot Bank Ltd. (the Transfer Agent to establish via the direct registration system “Nominee Company”) evidencing a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to for the Shares first Closing divided by the Per Share Purchase Price and registered in (the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable“Share Certificate”); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in copy of the name approval by the TASE of such Purchaser to purchase up to registration of the Shares for trading, and a number copy of shares of Common Stock equal the Company’s immediate report with respect to the portion issuance of such Purchaser’s First Closing Subscription Amount applicable the Shares. The Company undertakes to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior deliver to the First Nominee Company promptly after receipt of the Investment Amount, the Share Certificate and other documentation necessary to enable the trade of the Shares. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the first Closing Date, each Purchaser shall deliver occur remotely via the exchange of documents and signature or cause to be delivered to such other location as the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserparties shall mutually agree within three Trading Days.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) On or prior the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the trading day before the First Closing Date, the Company Corporation shall deliver or cause have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) trading days before the First Closing Date, the Corporation shall have delivered to each Purchaser the following:Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for the entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, the Share Lending Agreement shall have been entered into with respect to the lending of 600,000 freely tradeable Common Shares; (i) this Agreement duly executed by before the CompanyFirst Closing Date, 600,000 freely tradeable Common Shares have been delivered to the Investor pursuant to the Share Lending Agreement; (iij) delivery of a legal opinion of Company Counsel, directed dated the First Closing Date from the Corporation’s counsel as to the Purchasersconditions set out in items (f) above, in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iiik) (i) the Company shall have provided each Purchaser representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Investment, are accurate and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, each Purchaser shall deliver or cause to be including in any other document delivered to the Company Corporation in connection with the following:Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Agreement duly executed Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by such Purchaserthe Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by the Corporation certifying (i) constating documents, (ii) to the Companyauthorizing board resolutions, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) incumbency, and (iv) that the Registration Rights Agreement duly executed by such Purchaser.condition in 3.1

First Closing. i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions: (a) On or prior the notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby; (b) each Purchaser shall have executed and delivered a Non-Disclosure Agreement; and (c) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, by cancellation or conversion of indebtedness of the Company to the Purchaser, the amount set forth opposite such Purchaser’s name under the heading “Aggregate Principal Amount of Notes” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the First Closing. The First Closing Dateshall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Principal Amount of Notes indicated thereon, except, to the extent contemplated by the terms of the Existing Loan as in effect on the date hereof, such amounts are deemed to be converted into Notes in exchange for the cancellation or conversion of indebtedness of KiOR to the applicable Purchaser under the Existing Loan. iii. The obligations of each Purchaser to Purchase, severally and not jointly, the Notes are subject to the fulfillment, on or before the First Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Company shall deliver have delivered to each other party an executed original of this Agreement and all other documents and instruments reasonably required to effectuate the transactions contemplated hereby or cause to be create and perfect the Liens of Agent with respect to all Collateral; (b) the Company shall have delivered to each Purchaser certified copies of resolutions of the following:Company’s Board of Directors, and with respect to each Subsidiary party hereto, sole member, as applicable, evidencing approval of this Agreement, the transactions contemplated hereunder (including the due authorization and issuance of any shares of common stock acquired hereunder) and other transactions evidenced by the Transaction Documents; (c) the Company and each of its Subsidiaries party hereto shall have delivered to each Purchaser certified copies of the Certificate of Incorporation and the Bylaws, or other organizational documents, as applicable, each as amended through the First Closing, of the Company and each Subsidiary party hereto; (d) the Company and each Subsidiary party hereto shall have delivered to each Purchaser a certificate of good standing for the Company and each Subsidiary party hereto from its state of incorporation and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect; (i) this Agreement duly executed by each Purchaser shall have received UCC and Lien searches and other evidence satisfactory to each Purchaser that there are no Liens upon the CompanyCollateral except Permitted Liens, and (ii) without limitation of the foregoing, all UCC filings in favor of Silicon Valley Bank and Lighthouse shall have been terminated (or shall be terminated substantially contemporaneously with the First Closing); (iif) a legal opinion the representations and warranties of the Company Counselset forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of the First Closing; (g) the Company shall have performed and complied with any covenants, directed agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the First Closing; (h) the Chief Executive Officer of KiOR shall deliver to the PurchasersPurchasers at the First Closing a certificate certifying that the conditions specified in Sections 3.1(A)(iii)(f) and 3.1(A)(iii)(g) have been fulfilled; (i) KiOR shall have received all consents, authorizations or approvals referred to in Schedule 4.3, in form and substance reasonably acceptable satisfactory to KiOR and the Purchasers, and no such consent, authorization or approval shall have been revoked. (j) the Company shall have taken all action necessary to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover statute or similar federal or state law, including Section 203 of the Delaware General Corporation Law, inapplicable to this Agreement and the transactions contemplated by hereby, including, without limitation, the purchase and sale of the Notes, the purchase and sale of the Shares, the grant herein of the Option Right and the purchase and sale of Shares in connection with the exercise thereof and the grant herein of preemptive rights and the purchase and sale of equity of KiOR in connection with the exercise thereof; (k) the Company’s counsel, WilmerHale, shall have delivered a legal opinion to the Purchasers in a form to be mutually agreed by the Purchasers and the Company; (l) trading in the common stock of KiOR shall not have been suspended by the SEC or any Permitted Exchange at any time since the date of execution of this Agreement, and the common stock of KiOR shall have been at all times since such date listed for trading on a Permitted Exchange; (m) the Company shall have affected the Amendment to Existing Loan; (n) KiOR shall have executed and delivered the Registration Rights Agreement to the Purchasers; (iiio) the Company and the lenders under the Existing Loan shall have entered into the Subordination Agreement; (p) the Company shall have provided each Purchaser with evidence of the Company’s wire instructions on filing of Listing of Additional Shares Notification Form with NASDAQ with respect to the Company’s letterhead signed by shares of Class A Common Stock underlying the Company’s chief executive officer or chief financial officerNotes to be issued at the First Closing; (ivq) each other Purchaser shall have, substantially simultaneously with such Purchaser, consummated those transactions contemplated by this Agreement to occur at First Closing; and (r) KiOR shall deliver to each Purchaser a copy of Note in the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to principal amount set forth opposite such Purchaser’s Subscription Amount applicable to name under the Shares divided by heading “First Closing” on the Per Share Purchase Price and Schedule of Purchasers registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The obligation of each Purchaser to consummate the First Closing in accordance with the terms of this Agreement is subject to the satisfaction (or waiver in writing by such Purchaser) at or prior to such Closing of the conditions set forth below. (a) On or prior to Each of the First Closing Date, the Investor Members andthe Company shall deliver or cause have duly executed and caused to be delivered to each such Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the CompanyAmended Operating Agreement. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to Each of CAC and the First Closing DateCompany, and each Purchaser ofthe other Persons party thereto, shall deliver or cause have duly executed and caused to be delivered to Purchasers the Amended Stockholders Agreement. (c) The Company shall have executed and delivered, and caused Trimaran Management to have executed and delivered, to Purchasers an amendment to the Existing Management Agreement in the form of Exhibit Aattached hereto. (d) The Company and each of its members shall have waived (the “Waivers”), pursuant to Section 13.09 (Waivers) ofthe Existing Operating Agreement, any and all rights it may have under, and any obligations of any Selling Member pursuant to, the Existing Operating Agreement with respect to the issue and sale by the Company to Purchasers of the following:Company Units and the sale and transfer by the Selling Members to Purchasers of the Member Units, including without limitation any preemptive rights pursuant to Article VII thereof, and any restrictions on or rights arising in connection with the transfer of Membership Units under Article VIII thereof. (ie) this Agreement duly executed by such Purchaser;Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, legal counsel to the Company and the Company Group, shall have delivered to Purchasers an opinion letter, dated the Closing Date, as to the matters set forth on Exhibit Battached hereto. (iif) to The Company shall have made the Companyclosing deliveries set forth in Section 2.2.1(a), such Purchaser’s First Closing Subscription Amount by wire transfer to and CAC shall have taken the account specified actions set forth in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserSection 2.2.1(c).

First Closing. Upon the terms and subject to the conditions set forth in this Agreement, the initial closing (the First Closing ) shall take place as soon as practicable, but in no event later than ten (10) Business Days after the satisfaction of the conditions set forth in Section 5.1 and Section 6.1 (or such other time as the Parties may agree) (the First Closing Date ). At the First Closing, the following shall occur: (a) On or prior to the First Closing DateCompany shall file a Certificate of Designation with the Secretary of State for the State of Delaware substantially in the form of Attachment I hereto that establishes the powers, preferences and special rights of the Series A Convertible Preferred Stock (the Series A Certificate of Designation ); (b) the Company shall file a Certificate of Designation with the Secretary of State for the State of Delaware in the form of Attachment II hereto that establishes the powers, preferences and special rights of the Series B Convertible Preferred Stock (the Series B Certificate of Designation , and together with the Series A Certificate of Designation, the Certificates of Designation ); (c) the Company and the Purchaser shall enter into a Joint Development Agreement, in the form attached hereto as Exhibit A (the Joint Development Agreement ); (d) in exchange for entering into the Joint Development Agreement, the Company shall issue to the Purchaser, and the Purchaser shall accept, such number of shares of Series A-0 Preferred equal to a 3% Ownership Interest; (e) the Company and the Purchaser shall execute and deliver or cause to be delivered to each the Cross Licensing and Intellectual Property Agreement, in the form attached hereto as Exhibit B (the Cross Licensing Agreement ); (f) the Company and the Purchaser shall execute and deliver the following:Investor Rights Agreement, in the form attached hereto as Exhibit C (the Investor Rights Agreement ); (g) the Company and the Purchaser shall execute and deliver the Registration Rights Agreement, in the form attached hereto as Exhibit D (the Registration Rights Agreement ); (h) the Company and the Purchaser shall execute and deliver the Standstill Agreement, in the form attached hereto as Exhibit E (the Standstill Agreement ); (i) this Agreement duly executed by the CompanyCompany shall deliver an opinion of counsel to the Company substantially in the form of Exhibit F hereto (the Opinion of Counsel ) applicable to the First Closing; (iij) a legal opinion of the Company Counsel, directed to and the PurchasersPurchaser shall execute and deliver the Patent Assignment Agreement, in the form and substance reasonably acceptable to the Purchasersattached hereto as Exhibit H ( Patent Assignment Agreement ); (iiik) the President of the Company shall deliver to the Purchaser at the First Closing a certificate certifying that the conditions specified in Section 5.1(a) and Section 5.1(b) have been fulfilled; (l) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) reserve a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the sufficient number of shares of Common Stock issuable upon exercise to account for the conversion of such Purchaser’s Pre-Funded Warrants, if applicableall of the outstanding Series A Preferred (taking into account the First Closing); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vim) the Registration Rights Agreement duly executed by Company and the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall execute and deliver any other documents, certificates and agreements necessary or cause desirable to be delivered to accomplish the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserforegoing.

First Closing. The first closing of the sale and purchase of the shares of Series F Preferred Stock under this Agreement (the “First Closing”) shall take place at the offices of F▇▇▇▇ H▇▇▇ llp, Seaport World Trade Center West, 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, simultaneously with the execution and delivery of this Agreement. At the First Closing: (a) On or the Corporation shall execute and deliver to the Purchasers, and the Purchasers shall execute and deliver to the Corporation (by means of the financing signature page in the form attached hereto as Exhibit C (the “Purchaser Signature Page”), the Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit D (the “Registration Rights Agreement”); (b) the Corporation shall execute and deliver to the Purchasers, and the Purchasers shall execute and deliver to the Corporation (by means of the Purchaser Signature Page), the Stockholders Agreement in the form attached hereto as Exhibit E (the “Stockholders Agreement” and, together with the Registration Rights Agreement, the “Related Agreements”); (c) each of the Trustees of Tufts University (“Tufts”), W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (“Bachovchin”) and Stone Life Sciences Holdings, Ltd. (“Stone Life”) shall have executed and delivered the Related Agreements and such other documents consistent with the terms hereof as they shall reasonably request; (d) the Corporation shall deliver to the Purchasers (i) a long form certificate of good standing of the Corporation certified by the Secretary of State of the State of Delaware and (ii) a certificate as to the due qualification of the Corporation as a foreign corporation in The Commonwealth of Massachusetts certified by the Secretary of State of The Commonwealth of Massachusetts, each dated not more than forty-five (45) days prior to the First Closing Date, Closing; (e) the Company Corporation shall deliver or cause to be delivered the Purchasers the Certificate of Incorporation as in effect on the date hereof, certified by the Secretary of State of the State of Delaware as of the most recent practicable date; (f) the Corporation shall deliver to each Purchaser the following: Purchasers a Certificate of the Secretary of the Corporation attesting as to (i) this Agreement duly executed by the Company; Bylaws of the Corporation as in effect on the date hereof, (ii) a legal opinion the signatures and titles of Company Counselthe officers of the Corporation executing this Agreement, directed the Related Agreements or any certificate to be executed and delivered by the PurchasersCorporation at the First Closing pursuant to this Section 2.1, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser resolutions of the Board of Directors and stockholders of the Corporation authorizing and approving the adoption of the Certificate of Incorporation, and all matters in connection with this Agreement and the Company’s wire instructions on Related Agreements, and the Company’s letterhead signed by the Company’s chief executive officer or chief financial officertransactions contemplated hereby and thereby; (ivg) a copy F▇▇▇▇ H▇▇▇ llp, counsel for the Corporation, shall deliver to the Purchasers an opinion, dated as of the irrevocable instructions date hereof, in substantially the form attached hereto as Exhibit F; (h) the Corporation shall deliver to each Purchaser a certificate for the Transfer Agent instructing shares of Series F Preferred Stock purchased by such Purchaser at the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and First Closing, registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vii) each Purchaser shall pay to the Registration Rights Agreement duly executed Corporation, by wire transfer of immediately available funds, by check, or by conversion of the Company. (vii) outstanding principal amount and any accrued interest of any promissory note of the Lock-Up Agreements; and (viii) Corporation held by such Purchaser, as indicated on the Registration Rights Agreement duly executed Schedule of Purchasers, the aggregate purchase price for the shares of Series F Preferred Stock being purchased by such Purchaser at the Company (b) On First Closing. In the event that payment by a Purchaser is made, in whole or prior in part, by conversion of the outstanding principal amount and any accrued interest of any promissory note of the Corporation held by such Purchaser, then such Purchaser shall surrender to the Corporation for conversion at the First Closing Dateany such promissory note. The First Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until each Purchaser shall deliver or cause to be delivered listed on the Schedule of Purchasers has tendered to the Company Corporation the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserpayment indicated thereon.

First Closing. (a) On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicableInvestor Member shall, for each Purchaser Facility that is to become part of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to Portfolio on the First Closing Date, make the Investor Member's First Capital Contribution to the capital of the Company and the Managing Member shall, for each Purchaser Facility that is to become part of the Portfolio on the First Closing Date, be deemed to have made the Managing Member's First Capital Contribution to the capital of the Company. A Facility shall deliver become part of the Portfolio as a result of the Managing Member, or cause an Affiliate of the Managing Member, (i)(A) transferring 81% of its ownership interests in the entity holding title to, or a ground lessee's interest in, such Facility (such entity being the "FACILITY OWNER") to be delivered AL Funding Inc. and/or AL Subfunding LLC (together, "AL FUNDING") and arranging for such Facility Owner to enter into a Lease Transaction with the Company or a wholly-owned limited liability company subsidiary of the Company or (B) transferring its fee interest in the Rochester Facility to Sunrise Rochester Assisted Living, LLC (which, upon such transfer shall become a Facility Owner for all purposes hereunder) and arranging for such Facility Owner to enter into a Lease Transaction with the Company or a wholly-owned subsidiary of the Company, (ii) transferring to the Company the following: reserves for FF&E and capital improvements held by the Managing Member for each Facility, which reserves equal $100 per unit and (iii) causing the Facility Owner to use the initial payment made by the Company to a Facility Owner under the Lease Transaction to satisfy certain debt obligations associated with the Facilities. As a condition to the contribution by the Investor Member of the Investor Member's First Capital Contribution to the capital of the Company, the Investor Member requires that the Company direct the Managing Member to make (or to arrange for its Affiliates to make) the transfers described in clauses (i) this Agreement duly executed by such Purchaser; and (ii) of the immediately preceding sentence, and the Company does hereby direct the Managing Member to make such transfers. The Members agree that no Facility shall become part of the Portfolio on the First Closing Date unless on such date such Facility is or becomes subject to Lease Financing in an amount not less than the amount for such Facility specified in Schedule 2 hereto and the terms of which are satisfactory to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserInvestor Member.

First Closing. The first closing (the “First Closing”) of the transactions contemplated by this agreement will take place at the offices of the Purchaser on December 14, 2006 (the “Date of First Closing”). At the First Closing, simultaneously with the execution and delivery of this agreement, unless otherwise indicated below or mutually agreed by the parties, the parties shall perform or procure performance of the following transactions and actions: (a) On or prior The Company, shall present to the Purchaser a written consent by EDS to sign and execute an assignment agreement, in the form of Exhibit 4(a). Notwithstanding the forgoing, such consent may be presented by the Company after the First Closing but not later than twenty one (21) days following the First Closing; (b) each of BluePhoenix Solutions USA, Inc. and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall execute and deliver an employment agreement, noncompetition agreement, and trade secret agreement, effective as of the Effective Date, in the form of Exhibit 4(c) (“Executive Agreement”); (c) the Company shall deliver or cause to the Purchaser a copy (certified as correct by the Secretary of the Company) of a minute of the board of directors of the Company approving the transaction contemplated by this Agreement and authorising the signature, execution and First Closing (as appropriate), of this Agreement and any documents ancillary to it and a copy (certified as correct by the Secretary of the Company) of the resolution of the shareholders of the Company authorizing the execution and delivery of the transactions contemplated by this Agreement; (d) the Company shall deliver (at their then current location) all the assets which are capable of transfer by delivery with the intent that legal and beneficial ownership of those assets shall pass on delivery; (e) each of the Company and Purchaser shall deposit in the Escrow Account the amount to be delivered deposited by the respective party as set forth under the Escrow Agreement. Notwithstanding the forgoing, the parties shall make such deposit within three (3) business days follwoing the date of the First Closing; (f) the Company shall deliver to each the Purchaser or such person as the followingPurchaser may nominate: (i) this duly executed assignments in the agreed form of all the Intellectual Property and all documents of title relating to the Intellectual Property; (ii) the originals of any Contracts; (iii) duly executed approvals, consents or agreements to the assignment or novation of the Contracts; (iv) all documents of title and registration documents relating to the fixed plant, the loose plant and equipment, the leased assets; (v) duly executed releases or certificates of non-crystallisation as required by the Purchaser in respect of all encumbrances over the assets; (vi) such duly executed transfers and assignments as the Purchaser may require to vest in the Purchaser full title to and of the other assets and rights to be sold; and (vii) Counterparts of the Escrow Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the CompanyRepresentative. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The obligation of each Buyer hereunder to purchase its First Closing Shares at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) On The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have delivered to such Buyer, on an expedited basis, evidence of the issuance of such ▇▇▇▇▇’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Buyer, or, at the election of such Buyer, a certificate evidencing a number of Shares in such amounts as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers as being purchased by such Buyer at the First Closing pursuant to this Agreement, registered in the name of such Buyer. (ii) The Company shall have delivered to such Buyer evidence of the adoption of the Board Resolutions establishing the Series A Preferred Shares by the Board of Directors. (iii) Such Buyer shall have received the legal opinion of ▇▇▇ ▇▇▇ Law Offices LLP, the Company’s United States counsel, and of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Hong Kong) LLP, the Company’s Cayman counsel, each dated as of the First Closing Date, in the form acceptable to such Buyer. (iv) The Company shall have delivered to such Buyer a copy of the First Closing Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (v) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company issued by the Registrar of Companies in the Cayman Islands as of a date within ten (10) days of the First Closing Date. (vi) [Reserved] (vii) The Company shall have delivered to such Buyer (A) a copy of the Articles as certified by the Registrar of Companies of the Cayman Islands as of a date within ten (10) days of the First Closing Date and (B) evidence of the filing and acceptance of the Certificate of Designations by the Registrar of Companies of the Cayman Islands. (viii) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Financial Controller of the Company and dated as of the First Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer and (ii) the Articles, each as in effect at the First Closing. (ix) Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Such Buyer shall have received a certificate, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Chief Executive Officer of the Company;, dated as of the First Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer. (iix) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the The Company shall have provided each Purchaser with delivered to such Buyer a letter from the Company’s wire instructions Transfer Agent certifying the number Ordinary Shares outstanding on the Company’s letterhead signed First Closing Date immediately prior to the First Closing. (xi) The Class A Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) except as otherwise disclosed in the SEC Documents with respect to the Principal Market, shall not have been suspended, as of the First Closing Date, by the Company’s chief executive officer SEC or chief financial officer;the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the First Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (ivxii) a copy The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided Securities, including without limitation, those required by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantsPrincipal Market, if applicable);any. (vxiii) if applicableNo statute, for each Purchaser rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in competent jurisdiction that prohibits the name consummation of such Purchaser to purchase up to a number any of shares of Common Stock equal to the portion of such Purchaser’s transactions contemplated by the Transaction Documents. (xiv) Since the First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share Date no event or series of Common Stock, subject to adjustment therein; andevents shall have occurred that reasonably would have or result in a Material Adverse Effect. (vixv) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Registration Rights Agreement Conversion Shares. (xvi) Such Buyer shall have received a letter on the letterhead of the Company (the “First Closing Flow of Funds Letter”) duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company. (viixvii) The Company shall have delivered to such Buyers (or made available through the ▇▇▇▇▇ system) the Lock-Up Agreements; andaudited financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2024. (viiixviii) the Registration Rights Agreement duly executed by the Company (b) On The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or prior certificates relating to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) transactions contemplated by this Agreement duly executed by as such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserBuyer or its counsel may reasonably request.

First Closing. (a) On The closing of the purchase by the Purchasers of the First Closing Shares pursuant to this Agreement (the "First Closing") shall be held remotely via the exchange of final documents and signature pages, on the date of this Agreement, subject to the prior satisfaction or waiver of the applicable conditions set forth in Section 1.4 (other than those conditions that by their nature are to be satisfied at the First Closing, but subject to their satisfaction) (the date on which the First Closing actually occurs, the "First Closing Date"). (b) Subject to the satisfaction or waiver on or prior to the First Closing Date of the applicable conditions to the First Closing in Section 1.4, at the First Closing: (1) the Company will deliver, or cause to be delivered, to the Purchasers (i) evidence reasonably satisfactory to the Purchasers of the issuance of the applicable First Closing Shares in the name of each Purchaser by book entry on the stock ledger of the Company (or, if the First Closing Shares are to be represented in certificated form, a certificate representing the First Closing Shares), (ii) a counterpart to the Stockholders Agreement, in the form attached hereto as Exhibit B (the "Stockholders Agreement"), executed by the Company, (iii) a counterpart to the Registration Rights Agreement, in the form attached hereto as Exhibit C (the "Registration Rights Agreement"), executed by the Company, and (iv) all other documents, instruments and writings required to be delivered by the Company to the Purchasers at or prior to the First Closing pursuant to this Agreement; and (2) each Purchaser will severally deliver or cause to be delivered (i) to a bank account designated by the Company in writing at least two (2) business days prior to the First Closing Date, such Purchaser's respective portion of the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed First Closing Purchase Price as set forth opposite such Purchaser's name on Schedule I hereto by the Company; wire transfer of immediately available funds, (ii) a legal opinion of Company Counsel, directed counterpart to the PurchasersStockholders Agreement executed by the parties thereto, in form and substance reasonably acceptable to other than the Purchasers; Company, (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions counterpart to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by such Purchaser and (iv) all other documents, instruments and writings required to be delivered by such Purchaser to the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On Company at or prior to the First Closing Date, each Purchaser shall deliver or cause pursuant to be delivered to the Company the following:this Agreement. (ic) this Agreement duly executed by such Purchaser; (ii) to All deliveries at the Company, such Purchaser’s First Closing Subscription Amount by wire transfer will be deemed to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaseroccur simultaneously.

First Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at 10:00am (aNew York City time) On on April 27, 2017 at the offices of Company Counsel, or prior at such other time and location as the parties shall mutually agree in writing. At the First Closing, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the First Closing Shares in exchange for payment by the Purchasers, severally and not jointly, of an aggregate amount equal to the First Closing Purchase Price. Each Purchaser’s applicable 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. At the First Closing, the Company shall deliver to each Purchaser its respective pro rata share of the First Closing Shares (based on such Purchaser’s applicable Subscription Amount relative to the aggregate First Closing Purchase Price) (such Purchaser’s “Applicable First Closing Shares”), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the First Closing. Settlement of the First Closing Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the First Closing Date, the Company shall deliver or cause to be delivered to issue the Applicable First Closing Shares registered in each Purchaser the following: (i) this Agreement duly executed Purchaser’s name and address and released by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable directly to the Shares divided account(s) identified by the Per Share Purchase Price each Purchaser, and registered in the name of such payment therefor shall be made by each Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by Company)). All First Closing Shares shall be delivered to the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserPurchasers hereunder free and clear of all Liens, other than restrictions on transferability arising under applicable federal securities laws.

First Closing. The obligation of each Buyer hereunder to purchase its Initial Preferred Shares and accompanying Warrants at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof: (ai) On The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly delivered to such Buyer such aggregate number of (i) Initial Preferred Shares as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers, (ii) a Warrant initially exercisable for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers and (iii) Commitment Shares as is set forth across from such Buyer’s name in column (6) of the Schedule of Buyers, as being purchased by such Buyer at the First Closing pursuant to this Agreement; provided, however, the parties agree that no delay in the acceptance of the Certificate of Designations by the Secretary of State of the State Nevada shall cause the conditions set forth in this Section 7(a)(i) to not be satisfied and this Section 7(a)(i) shall be deemed satisfied so long as the Certificate of Designations has been submitted to (and not rejected by) the Secretary of State of the State of Nevada and the Company has given irrevocable instructions to the Transfer Agent to issue the Initial Preferred Shares upon acceptance of the Certificate of Designations by the Secretary of State of the State of Nevada. (ii) Such Buyer shall have received the opinion of Legal Consulting, the Company’s counsel, dated as of the First Closing Date, addressed to each Buyer, in the form acceptable to such Buyer. (iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within two (2) days of the First Closing Date. (v) The Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Nevada Secretary of State within two (2) days of the First Closing Date. (vi) The Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the Company and dated as of the First Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors in a form reasonably acceptable to such Buyer, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company as in effect at the First Closing. (vii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the First Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the First Closing Date. Such Buyer shall have received a certificate, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Chief Executive Officer or Chief Financial Officer of the Company;, dated as of the First Closing Date, to the foregoing effect. (iiviii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the The Company shall have provided each Purchaser with delivered to such Buyer a letter from the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus transfer agent certifying the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrantsoutstanding on the First Closing Date immediately prior to the First Closing. (ix) The Merger Agreement shall have been signed by all parties thereto. (x) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if applicable);any, necessary for the sale of the Securities. (vxi) if applicableNo statute, for each Purchaser rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in competent jurisdiction that prohibits the name consummation of such Purchaser to purchase up to a number any of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided transactions contemplated by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; andTransaction Documents. (vixii) Since the Registration Rights Agreement duly executed date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect, provided, however, that the definition of “Material Adverse Effect” for the purpose of this clause (xii), will not include any change or effect that results from (A) changes in law or interpretations thereof, or regulatory policy or interpretation, by any Governmental Entity so long as such change does not have a disproportionate effect on the Company, (B) changes in applicable accounting rules or principles, including changes in GAAP, so long as such change does not have a disproportionate effect on the Company, (C) changes in general economic conditions, and events or conditions generally affecting the industries in which the Company operates, so long as such change does not have a disproportionate effect on the Company, or (D) national or international hostilities, acts of terror or acts of war. (xiii) Such Buyer shall have received the wire transfer instructions of the Company. (viixiv) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or prior certificates relating to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) transactions contemplated by this Agreement duly executed by as such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserBuyer or its counsel may reasonably request.

First Closing. On the First Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $_______ of Shares; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (atogether with such Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) On would beneficially own in excess of the Beneficial Ownership Limitation, or prior as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” for purposes of this Section 2.1(a) shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the First Closing Date. Each Purchaser’s Subscription Amount for the First Closing 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/or Pre-Funded 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 First Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree 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 First 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 cause 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, and including the time immediately prior to the First Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be delivered issued hereunder to each such Purchaser at the following: First Closing (i) this Agreement duly executed collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company; (ii) a legal opinion of Company Counsel), directed be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares at the PurchasersFirst Closing; provided, in form and substance reasonably acceptable to the Purchasers; (iii) that the Company shall have provided each not be required to deliver any Pre-Settlement Shares to such Purchaser with prior to the Company’s wire instructions 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 anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the Company’s letterhead signed by signature pages attached hereto, the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal purchased by a Purchaser (and its Affiliates) hereunder 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 9.99% of the then issued and outstanding shares of Common Stock 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 applicable shall automatically be reduced as necessary in order to comply with this paragraph. Notwithstanding the Shares divided by the Per Share Purchase Price and registered foregoing, with respect to any Notice(s) of Exercise (as defined in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On delivered on or prior to 12:00 p.m. (New York City time) on the First Closing Date, each Purchaser shall deliver or cause to which may be delivered to at any time after the time of execution of this Agreement, the Company agrees to deliver the following: Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (iNew York City time) this Agreement duly executed by such Purchaser; (ii) to on the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to Date and the account specified First Closing Date shall be the Warrant Share Delivery Date (as defined in writing by the Company; and (iiiPre-Funded Warrants) the Registration Rights Agreement duly executed by such Purchaserfor purposes hereunder.

First Closing. The Company understands that the Buyer's obligation to purchase the Initial Shares and acquire the Initial Repricing Rights and the Warrants from the Company pursuant to this Agreement on the Closing Date is conditioned upon the satisfaction of the following conditions precedent on or before the Closing Date (aany or all of which may be waived by the Buyer in its sole discretion): (1) On or prior Delivery by the Company to the First Escrow Agent of the certificates for the Initial Shares and the Warrants in accordance with this Agreement; (2) Delivery by the Company to the Repricing Escrow Agent of the number of Escrow Shares required to be so delivered in accordance with this Agreement and the Escrow Agreement and receipt by the Buyer of written confirmation thereof; (3) The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date and the performance by the Company on or before the Closing Date of all covenants and agreements of the Company required to be performed on or before the Closing Date and receipt by the Buyer of a certificate, dated the Closing Date, of the Chief Executive Officer or the Chief Financial Officer of the Company shall deliver or cause to be delivered to each Purchaser confirming such matters and such other matters as the following: (i) this Agreement duly executed by the CompanyBuyer may reasonably request; (ii4) The receipt by the Buyer of a legal opinion certificate, dated the Closing Date, of the Secretary of the Company Counselcertifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Closing Date, directed (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the Purchasers, in form transactions contemplated hereby and substance (C) such other matters as reasonably acceptable to requested by the PurchasersBuyer; (iii5) the Company The Escrow Agent shall have provided each Purchaser with executed and delivered the Company’s wire instructions on Escrow Agreement in the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerform attached hereto as Annex III; (iv6) a copy of Aura shall have executed and delivered the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered Parent Company Agreement in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment thereinform attached hereto as Annex V; and (vi7) the Registration Rights Agreement duly executed Receipt by the Company. (vii) Buyer on the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by Closing Date of an opinion of ▇▇▇▇▇ & Associates, counsel for the Company (b) On or prior to , dated the First Closing Date, each Purchaser shall deliver or cause to be delivered in form, scope and substance reasonably satisfactory to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) Buyer, to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified effect set forth in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserAnnex VIIattached hereto.

First Closing. 4.1 Closing for the allotment and issue of the First Tranche Subscription Shares shall (or shall be deemed to) take place on the First Closing Date at the registered office of the Company (or such other venue as the Parties may agree in writing) whereupon: 4.1.1 A*ccelerate shall provide written confirmation of the contribution of the A*ccelerate First Tranche Subscription Amount and AIHL shall provide documentary evidence that it had contributed the AIHL First Tranche Subscription Amount in such manner to be agreed between them; and 4.1.2 against compliance by A*ccelerate and AIHL of their respective obligations under Clause 4.1.1, the Company shall cause the following actions to be undertaken: (a) On or prior to file with ACRA a notice of allotment in respect of the allotment and issue of the First Tranche Subscription Shares, and enter in the Company’s register of allotment respectively reflecting the Subscribers as the registered holders of the First Tranche Subscription Shares respectively; (b) file with ACRA a notice of appointment as directors in respect of the appointment of the NEW AIHL Directors, and enter in the Company’s register of directors reflecting the NEW AIHL Directors as Directors with effect as of the First Closing Date; and (c) deliver, within ten (10) Business Days from the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, Subscribers the original share certificates in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy respect of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of First Tranche Subscription Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered issued in the name of the Subscribers respectively together with a certified copy of the Company’s electronic register of members reflecting the Subscribers as holders of the First Tranche Subscription Shares. 4.2 The Parties shall do all such Purchaser (minus the number of shares of Common Stock issuable upon exercise of acts and things and execute all such Purchaser’s Pre-Funded Warrantsdocuments, if applicable); (v) if applicableas they are reasonably required to do, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal give effect to the portion issuance and allotment of such Purchaser’s the First Tranche Shares as contemplated under this Agreement. 4.3 The obligations of each of the Contributing Subscribers in Clause 4.1 are interdependent and shall be deemed to have occurred simultaneously. The First Closing Subscription Amount applicable to Pre-Funded Warrants divided by shall not occur unless all of the Per Share Purchase Price minus $0.001, obligations contained in Clause 4.1 are complied with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Companyand are fully effective. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. (a) The first closing of the purchase and sale of the Securities pursuant to this Agreement (the “First Closing”) shall be held remotely via the exchange of documents and signatures no later than 9:00 a.m. (Eastern Time) on March 26, 2025 (the “First Closing Date”). (b) On or prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerinstructions; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s First Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantsWarrants purchased at the First Closing, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.0010.0001, with an exercise price equal to $0.001 0.0001 per share of Common Stock, subject to adjustment therein; (vi) a Series E Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the sum of (i) such Purchaser’s Shares and (ii) Pre-Funded Warrant Shares underlying such Purchaser’s Pre-Funded Warrants, purchased at the First Closing; and (vivii) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (bc) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser▇▇▇▇▇▇▇▇▇; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. (a) On or prior to the terms and conditions set forth in this Agreement, the closing of the Tranche 1 Purchase (the “First Closing”) shall occur at 10:00 am New York City time on the date hereof by the electronic exchange of documents (the date on which the First Closing occurs is referred to herein as the “First Closing Date”). (b) At the First Closing: (i) Subject to the Purchaser’s compliance with Section 2.02(b)(ii), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; Purchaser (iii1) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and Tranche 1 Securities registered in the name of such any Purchaser, free and clear of all Liens (except for any restrictions on ownership and transfer imposed by the Company Charter Documents, the Securities Act and any applicable securities Laws) and record the Purchaser (minus as the number of shares of Common Stock issuable upon exercise owner of such Purchaser’s Pre-Funded Warrants, if applicable); Tranche 1 Securities on the books and records of the Company; and (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi2) the Registration Rights Agreement Transaction Documents to which it is a party, duly executed by the Company. (viiii) Subject to the Lock-Up Agreements; and Company’s compliance with Section 2.02(b)(i) and the satisfaction or waiver of the condition set forth in Section 2.02(c), the Purchaser shall (viii1) pay the Registration Rights Agreement Tranche 1 Purchase Price to the Company, by wire transfer in immediately available U.S. federal funds, to an account designated by the Company in writing, (2) deliver to the Company the Transaction Documents to which it is a party, duly executed by the CompanyPurchaser and (3) deliver to the Company a duly executed, valid, accurate and properly completed Internal Revenue Service (“IRS”) Form W-9 from the Purchaser. (bc) On The obligation of the Purchaser to consummate the First Closing is subject to the satisfaction or prior waiver by Purchaser of the following conditions: (i) after giving effect to the First Closing and the Company’s intended use of the Tranche 1 Purchase Price, to the Knowledge of the Company, the Company is not then in default under, or then in breach of any covenants of, any of the debt financing facilities of the Company set forth on Section 2.02(c) of the Company Disclosure Letter (the “Debt Financing Facilities”); (ii) (A) each of the Fundamental Representations shall be true and accurate in all material respects as of the First Closing Date as if made on and as of the First Closing Date (other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been true and accurate in all material respects as of such earlier date) and (B) each of the other representations and warranties made by the Company in this Agreement shall be true and accurate in all respects as of the First Closing Date as if made on and as of the First Closing Date (other than any such representations and warranties which by their terms are made as of a specific earlier date, which shall have been true and accurate in all respects as of such earlier date), other than failures to be true and accurate that have not resulted in a Material Adverse Effect; provided, however, that, in the case of each of the foregoing clause (B), for purposes of determining the accuracy of such representations and warranties, all materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded; (iii) the Purchaser shall have received from the Company a certificate from a secretary or an executive officer of the Company, dated as of the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company effect that each of the following: conditions specified in clauses (i) this Agreement duly executed by such Purchaser; and (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Companyof this Section 2.02(c) has been satisfied; and (iiiiv) the Registration Rights Agreement duly executed by such PurchaserPurchaser shall have received from the Company a REIT Opinion and a Company Counsel Opinion.

First Closing. (a) On Subject to and conditional upon the satisfaction or prior waiver of the applicable Closing conditions, the consummation of the purchase and sale of the First Tranche Shares (the “First Closing”) shall take place on the second Business Day after all the applicable Closing conditions to this Agreement have been satisfied or waived at 10:00 am Los Angeles time, or at such other date, time or place as the Purchaser and the Company may agree (the date and time at which the First Closing is actually held being the “First Closing Date”). The Parties need not be physically present at the First Closing and may participate telephonically. (b) At the First Closing, the Purchaser shall pay the Company $200,000 of the Purchase Price. $100,000 of such amount shall be immediately deposited into the Company’s Citizens Bank Account No. 1403508094 (the “Current Bank Account”) and used solely by the Company to satisfy accrued and outstanding liabilities of the Company as of the First Closing Date. The authorized signatory of the Current Bank Account (the “Authorized Signatory”) may not be changed after the First Closing until the Second Closing, during which time period the Authorized Signatory shall have full and irrevocable authority to satisfy all such liabilities. The Company shall provide the Purchaser one Business Day preceding the First Closing a schedule of the estimated liabilities to be paid, indicating the payees, amounts and dates of payment, but such schedule shall not be conclusive but just a good faith estimate. (c) The $100,000 balance of the consideration for the First Tranche Shares shall be deposited into a second Company bank account at an institution of the Purchaser’s choosing (the “New Bank Account”) with a signatory designated solely by the Purchaser and be used for working capital purposes that include, but are not limited to, operating expenses, accounting, legal, transfer agent, taxes, regulatory, proxy solicitation, distribution of proxy and information statements, and any other expenses necessary to maintain listing of the Company on the OTC Pink tier and other necessary costs to maintain the operations of the Company as a shell company that complies with all SEC, FINRA, OTC and other regulatory requirements, and to cover all expenses of the Company, the Purchaser, the Principal Stockholders and the Representative associated with the consummation of the transactions contemplated by this Agreement and the Ancillary Documents (the “Transactions”), including all legal, regulatory and accounting fees and related expenses (collectively, the “Purchaser Expenses”). The Company shall commence paying Purchaser Expenses on the First Closing Date. (d) At the First Closing, the Purchaser shall also deposit the remainder of the Purchase Price (“Escrow Funds”) into an escrow account (“Escrow”) with S▇▇▇▇▇ Seurities, as escrow agent (the “Escrow Agent”) pursuant to the Escrow Agreement attached hereto as Exhibit B, to be released at the Second Closing or as otherwise provided in this Agreement The Escrow Funds may not be released from Escrow without the signature of the Company (as controlled by Purchaser) and the M▇▇▇▇▇▇ ▇▇▇▇▇, as representative of the Principal Stockholders (the “Representative”). (e) In the event the funds retained in the Current Bank Account as of the First Closing Date are not sufficient to satisfy all liabilities as of the First Closing Date, the Purchaser, Company and Representative shall deliver or cause Escrow Funds to be delivered released and used to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy pay any such remaining liabilities existing as of the irrevocable instructions to First Closing, on or before the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Second Closing which are not Purchaser Expenses, and registered in the name any remaining funds after payment of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser liabilities shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) paid to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing . Any Purchaser Expenses shall be paid solely by the Company; and (iii) Company through the Registration Rights Agreement duly executed by such PurchaserNew Bank Account. For avoidance of doubt, any and all Purchaser Expenses and liabilities of the Company incurred after the First Closing, shall not be satisfied with Escrow Funds or from the Current Account, but only from other Company sources including the New Bank Account.

First Closing. (a) On The closing of the purchase of the First Common Stock and First Warrants (the “First Closing”) shall take place remotely via the electronic exchange of documents and signatures, or prior at such other time and place as the Parties may agree in writing, on the first (1st) Business Day after satisfaction or waiver of the conditions set forth in Section 6.1 and Section 6.2 (other than those conditions that by their terms are to be satisfied at the First Closing, but subject to the satisfaction or waiver of those conditions). The date on which the First Closing actually occurs shall be referred to herein as the “First Closing Date.” At the First Closing, the Company shall issue the First Common Stock and First Warrants to the Purchaser free and clear of all Liens against payment by the Purchaser of the First Purchase Price. (b) At the First Closing, the Company shall: (i) deliver or cause to be delivered to each Purchaser the followingPurchaser: (iA) a certificate of good standing of the Company as of a date no earlier than two (2) Business Days prior to the First Closing Date; (B) the certificate contemplated by Section 6.1(f); (C) counterparts to Warrant Certificates representing the full number of First Warrants (as may be adjusted pursuant to Section 2.1(a)); (D) an opinion from the Company’s outside legal counsel, dated as of the First Closing Date, in a customary form reasonably acceptable to Purchaser; (E) copies of the resolutions or written consents duly adopted by the Board and certified by the Company’s secretary authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Charter Amendment or minutes from a duly convened meeting of the Board at which such matters were authorized; (F) counterparts to the Registration Rights Agreement, duly executed by the Company; and (G) counterparts to the Investor Rights Agreement, duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered any other customary documents or certificates reasonably requested by Purchaser which are reasonably necessary to give effect to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the CompanyClosing; and (iii) pay, or cause to be paid to Purchaser (which may be set off against the Registration Rights Agreement duly executed by such PurchaserFirst Purchase Price), any portion of the Expense Reimbursement then accrued and unpaid.

First Closing. (a) On The closing of the purchase of the First Common Stock and First Warrants (the “First Closing”) shall take place remotely via the electronic exchange of documents and signatures, or prior at such other time and place as the Parties may agree in writing, on the first (1st) Business Day after satisfaction or waiver of the conditions set forth in Section 6.1 and Section 6.2 (other than those conditions that by their terms are to be satisfied at the First Closing, but subject to the satisfaction or waiver of those conditions). The date on which the First Closing actually occurs shall be referred to herein as the “First Closing Date.” At the First Closing, the Company shall deliver or cause issue the First Common Stock and First Warrants to be delivered to each the Purchaser free and clear of all Liens against payment by the followingPurchaser of the First Purchase Price. (b) At the First Closing, the Company shall: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the followingPurchaser: (iA) a certificate of good standing of the Company as of a date no earlier than two (2) Business Days prior to the First Closing Date; (B) the certificate contemplated by Section 6.1(f); (C) counterparts to Warrant Certificates representing the full number of First Warrants (as may be adjusted pursuant to Section 2.1(a)); (D) copies of the resolutions or written consents duly adopted by the Board and certified by the Company’s secretary authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Charter Amendment; and (E) counterparts to the A&R Registration Rights Agreement, duly executed by such Purchaserthe Company and the other parties thereto; and (F) counterparts to the Investor Rights Agreement, duly executed by the Company and the other parties thereto; (ii) deliver or cause to be delivered any other customary documents or certificates reasonably requested by Purchaser which are reasonably necessary to give effect to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the CompanyClosing; and (iii) pay, or cause to be paid to Purchaser (which may be set off against the Registration Rights Agreement duly executed by such PurchaserFirst Purchase Price), any portion of the Expense Reimbursement then accrued and unpaid.

First Closing. On the First Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, a number of shares Preferred Stock equal to such Purchaser’s Subscription Amount as to the First Closing as set forth on the signature page hereto executed by such Purchaser divided by the Per Share Purchase Price. The aggregate Subscription Amount of the Purchasers as to the First Closing shall be $5,000,000, and the aggregate Stated Value of the shares of Preferred Stock issued at the First Closing shall be equal to $5,882,352.94. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to its Subscription Amount as to the First Closing, and the Company shall deliver to each Purchaser its respective shares of Preferred Stock, 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 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 of the First Closing documentation. The Company covenants that, if the Purchaser delivers a Notice of Conversion (aas defined in the Certificate of Determination) On or prior to convert any shares of Preferred Stock between the date hereof and the First Closing Date, the Company shall deliver Conversion Shares to the Purchaser on the First Closing Date in connection with such Notice of Conversion. Additionally, in the event that the First Closing Date is not on or cause before the 2nd Trading Day following the date hereof, thereafter and prior to be delivered to the First Closing Date each Purchaser the following: (i) this Agreement duly executed in its sole discretion and by the Company; (ii) a legal opinion of Company Counsel, directed written notice to the PurchasersCompany (each such notice, an “Advanced Closing Notice”), may elect to purchase, in form and substance reasonably acceptable lieu of some or all of the shares of Preferred Stock, the Conversion Shares underlying such shares of Preferred Stock otherwise issuable hereunder at the First Closing at the Adjusted Conversion Price (such Conversion Shares, “Advanced Conversion Shares”); provided, however, that, to the Purchasers; extent that the Advanced Conversion Shares issuable in connection with an Advanced Closing Notice would other cause a Purchaser (iii) the Company shall have provided each Purchaser together with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) to beneficially own in excess of the Shares divided Beneficial Ownership Limitation (as defined below), such Advanced Closing Notice shall be automatically and without further action by the Per Share Purchase Price and registered in Company or the name of Purchaser be reduced such that the Advanced Conversion Shares issuable to such Purchaser (minus do not exceed the Beneficial Ownership Limitation. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal outstanding immediately after giving effect to the portion issuance of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to Securities on the First Closing Date. Upon receipt of an Accelerated Closing Notice, each the Purchaser shall deliver or cause to be delivered to the applicable Subscription Amount and the Company shall deliver the following: (i) this Agreement duly executed by such Purchaser; (ii) applicable Advanced Conversion Shares on the 2nd Trading Day following receipt of the Advanced Closing Notice. Delivery of the Advanced Conversion Shares shall otherwise be made pursuant to terms of Section 6 of the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserCertificate of Determination.

First Closing. Subject to the conditions set forth in Section 6 below, the closing of the purchase and sale of the First Closing Shares (the "First Closing") shall take place on the date of execution and delivery of this Agreement (the "First Closing Date") at the offices of Cadwalader, Wick▇▇▇▇▇▇ & ▇aft, ▇▇0 ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. ▇▇ ▇▇▇ First Closing Date: (a) On each Investor other than the Sprout Shareholders will (i) contribute to the capital of the Company all of such Investor's right, title and interest in and to the Partnership (each a "Partnership Interest") and/or (ii) pay the Company such amounts, in immediately available funds (other than Reid, ▇▇o will pay by secured note), as is set forth next to such Investor's name on Schedule 1.1 under the heading "Assets Contributed" with respect to First Closing Shares, and upon receipt of such Partnership Interests and/or funds or secured note, the Company shall deliver to each such Investor share certificates representing the First Closing Shares thereby purchased by such Investor, duly registered in the name of the applicable Investor; (b) each of the Sprout Shareholders, as the owners of all of the issued and outstanding stock of Sprout (the "Sprout Shares"), will contribute to the capital of the Company (c) the Company and the Investors shall enter into the Shareholders' Agreement; (d) the Company and Sprout, as the sole partners of the Partnership, shall amend and restate the 1995 Partnership Agreement pursuant to the Amended and Restated Partnership Agreement of the Partnership dated as of the date hereof (as so amended and restated, the "Partnership Agreement"); and (e) the options to purchase interests in the Partnership or rights to receive options to purchase interests in the Partnership issued or reserved for issuance immediately prior to the First Closing Dateshall convert to options to purchase 6,561,800 shares of Series A Common Stock of the Company, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) par value $.01 per share. The execution and delivery of this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to simultaneous in that neither the Company the following: (i) execution and delivery of this Agreement duly executed nor any event required by such Purchaser; (ii) the terms of this Agreement to occur at the Company, such Purchaser’s First Closing Subscription Amount by wire transfer shall be deemed to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by have occurred until such Purchaserexecution and delivery and all such events shall have occurred and when such execution and delivery and all such events have occurred, they shall be deemed to have occurred simultaneously.

First Closing. (a) On or prior to Upon the Escrow Agent's receipt of each Investor's Subscription Amount for the First Closing Dateinto its master escrow account, together with executed counterparts of this Agreement, the Company Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its master escrow account. (b) Wire transfers to the Escrow Agent shall be made as follows: STERLING NATIONAL BANK ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Account Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP ABA ROUTING NO: ▇▇▇▇▇▇▇▇▇ ACCT NO: ▇▇▇▇▇▇▇▇▇▇ Remark: PNWK/[FUND NAME] (c) The Company, upon receipt of said notice, shall deliver or cause to the Escrow Agent the certificates evidencing the Debentures and the Warrants to be delivered issued to each Purchaser Investor at the followingClosing together with: (i) this the original executed Registration Rights Agreement duly executed by substantially in the Companyform of Exhibit B to the Purchase Agreement; (ii) a legal opinion the original executed opinions of Company Counsel▇▇▇▇▇, directed ▇▇▇▇▇▇ in the form of Exhibit D to the Purchasers, in form and substance reasonably acceptable to the PurchasersPurchase Agreement; (iii) a warrant in the Company shall have provided each Purchaser form of the Warrant to purchase up to 40,000 shares of Common Stock per $1 million raised hereunder at the First Closing with an exercise price of $0.13 issued to HPC Capital Management (the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer"HPC Warrant"); (iv) a copy the voting agreements required pursuant to Section 2.2(a)(v) of the irrevocable instructions to Purchase Agreement; and (v) an original counterpart of this Escrow Agreement. (d) In the Transfer event that the foregoing items are not in the Escrow Agent's possession within five (5) Trading Days of the Escrow Agent instructing receiving the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to such Debentures in accordance with Section 1.2(a), then each Investor shall have the Shares divided right to demand the return of their Subscription Amount. (e) Once the Escrow Agent receives a notice in the form attached hereto as Exhibit X (the "Release Notice") executed by the Per Share Company and each Investor, it shall wire 92% of that amount of funds necessary to purchase the applicable Debentures and the Warrants per the written instructions of the Company, net of $15,000 to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP and the remaining 8% per the written instruction of HPC Capital Management as its fee in connection with the transaction described herein. (f) Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Purchase Price and registered in Agreement, the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicablethe Debentures, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by Agreement, the Company. (vii) Escrow Agreement, the Lock-Up Agreements; and (viii) opinion of counsel, the Registration Rights Agreement duly executed by HPC Warrant and the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be voting agreements delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserappropriate parties.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) On or prior the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the trading day before the First Closing Date, the Company Corporation shall deliver or cause have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at least two (2) trading days before the First Closing Date, the Corporation shall have delivered to each Purchaser the following:Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing (the First Closing Notice); (d) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (e) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (f) all necessary regulatory and CSE approvals (if any) required for the entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (g) before or on the First Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (h) before the First Closing Date, a Share Lending Agreement shall have been entered into with respect to lending 600,000 freely tradeable Common Shares; (i) this Agreement duly executed by the Companysale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (iij) delivery of a legal opinion of Company Counsel, directed dated the First Closing Date from the Corporation’s counsel as to the Purchasersconditions set out in items (f) and (i) above, in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iiik) (i) the Company shall have provided each Purchaser representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Investment, are accurate and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, each Purchaser shall deliver or cause to be including in any other document delivered to the Company Corporation in connection with the following:Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; (l) (i) the representations, warranties and certifications of the Corporation addressed to the Investor in this Agreement duly executed Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by such Purchaserthe Corporation, in all material respects, on or before the First Closing Date; (m) no order ceasing or suspending trading in the Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (n) all documents required pursuant to this Agreement, including without limitation, the Debentures to be issued by the Corporation, the Warrants to be issued by the Corporation, in each case in form and substance satisfactory to the Investor, acting reasonably; (o) delivery of an officer's certificate by the Corporation certifying (i) constating documents, (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Companyauthorizing board resolutions; and (iii) incumbency; and (iv) that the Registration Rights Agreement duly executed by such Purchaser.condition in 3.1

First Closing. (a) On or prior to Upon the Escrow Agent's receipt of each Investor's Subscription Amount for the First Closing Dateinto its master escrow account, together with executed counterparts of this Agreement, the Company Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its master escrow account. (b) Wire transfers to the Escrow Agent shall be made as follows: STERLING NATIONAL BANK 6▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Account Name: F▇▇▇▇▇▇ W▇▇▇▇▇▇▇▇ LLP ABA ROUTING NO: 0▇▇▇▇▇▇▇▇ ACCT NO: 0▇▇▇▇▇▇▇▇▇ Remark: PNWK/[FUND NAME] (c) The Company, upon receipt of said notice, shall deliver or cause to the Escrow Agent the certificates evidencing the Debentures and the Warrants to be delivered issued to each Purchaser Investor at the followingClosing together with: (i) this the original executed Registration Rights Agreement duly executed by substantially in the Companyform of Exhibit B to the Purchase Agreement; (ii) a legal opinion the original executed opinions of Company CounselC▇▇▇▇, directed ▇▇▇▇▇▇ in the form of Exhibit D to the Purchasers, in form and substance reasonably acceptable to the PurchasersPurchase Agreement; (iii) a warrant in the Company shall have provided each Purchaser form of the Warrant to purchase up to 40,000 shares of Common Stock per $1 million raised hereunder at the First Closing with an exercise price of $0.13 issued to HPC Capital Management (the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer"HPC Warrant"); (iv) a copy the voting agreements required pursuant to Section 2.2(a)(v) of the irrevocable instructions to Purchase Agreement; and (v) an original counterpart of this Escrow Agreement. (d) In the Transfer event that the foregoing items are not in the Escrow Agent's possession within five (5) Trading Days of the Escrow Agent instructing receiving the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to such Debentures in accordance with Section 1.2(a), then each Investor shall have the Shares divided right to demand the return of their Subscription Amount. (e) Once the Escrow Agent receives a notice in the form attached hereto as Exhibit X (the "Release Notice") executed by the Per Share Company and each Investor, it shall wire 92% of that amount of funds necessary to purchase the applicable Debentures and the Warrants per the written instructions of the Company, net of $15,000 to F▇▇▇▇▇▇ W▇▇▇▇▇▇▇▇ LLP and the remaining 8% per the written instruction of HPC Capital Management as its fee in connection with the transaction described herein. (f) Once the funds (as set forth above) have been sent per the Company's instructions, the Escrow Agent shall then arrange to have the Purchase Price and registered in Agreement, the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicablethe Debentures, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by Agreement, the Company. (vii) Escrow Agreement, the Lock-Up Agreements; and (viii) opinion of counsel, the Registration Rights Agreement duly executed by HPC Warrant and the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be voting agreements delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserappropriate parties.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures at the First Closing are conditional upon the satisfaction of, or compliance with, or waived (to the extent waivable) by the party who benefits from the condition, the following conditions (the First Closing Conditions): (a) On or prior the Investor duly completes, executes and returns to the Corporation this Subscription Agreement; (b) at the close of business on the trading day before the First Closing Date, the Company Corporation shall deliver or cause have delivered to the Investor written notice of the Commitment Warrant Exercise Price and, based on same, the number of Commitment Warrants to be issued; (c) at the close of business on the trading day before the First Closing Date, the Corporation shall have delivered to each Purchaser the following:Investor written notice of the Facility Warrant Exercise Price and, based on same, the number of Facility Warrants to be issued; (d) at least two (2) trading days before the First Closing Date, the Corporation shall have delivered to the Investor written notice of its intention to issue the applicable Securities as listed in Section 2.1 for the applicable Closing; (e) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding Transaction Expenses; (f) before or on the First Closing Date, the Investor shall have delivered to the Corporation written notice of the outstanding amount owed on the Promissory Note; (g) at least two (2) business days before the First Closing Date, the Corporation shall have delivered to the Investor wire transfer instructions for the payment of this Subscription Amount; (h) all necessary regulatory and CSE approvals (if any) required for the entering into this Subscription Agreement and the completion of the transactions contemplated under this Subscription Agreement shall have been obtained prior to the First Closing; (i) this Agreement duly executed by before or on the CompanyFirst Closing Date, the Corporation shall have posted CSE Form 9 and CSE Form 6 on the CSE's website; (iij) before or on the First Closing Date, a Share Lending Agreement shall have been entered into with respect to 150% of the Debentures to be issued in the First Closing and of the Debentures represented by the Commitment Note; (k) the sale and issuance of the Debentures and the Warrants issuable at the First Closing, the issuance of the Common Shares issuable upon the conversion of the Debentures and the issuance of the Common Shares issuable upon the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law relating to the sale of the Common Shares, or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (l) delivery of a legal opinion of Company Counsel, directed dated the First Closing Date from the Corporation’s counsel as to the Purchasersconditions set out in items (h) and (k) above (for clarity, excluding (j)), in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iiii) the Company representations, warranties and certifications of the Investor addressed to the Corporation in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Subscription Agreement, including in any other document delivered to the Corporation in connection with the Investment, shall have provided each Purchaser been complied with the Company’s wire instructions on the Company’s letterhead signed or performed by the Company’s chief executive officer Investor, in all material respects, on or chief financial officerbefore the First Closing Date; (ivn) a copy (i) the representations, warranties and certifications of the irrevocable instructions Corporation addressed to the Transfer Agent instructing Investor in this Subscription Agreement, including in any other document delivered to the Transfer Agent to establish via Investor in connection with the direct registration system a book-entry notation for that number Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of Shares equal to such Purchaser’s Subscription Amount the Corporation (as applicable to the Shares divided First Closing) in this Subscription Agreement, including in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Per Share Purchase Price and registered Corporation, in all material respects, on or before the First Closing Date; (o) no order ceasing or suspending trading in the name Common Shares on any stock exchange shall have been issued and no proceeding for such purposes shall be pending or threatened; (p) delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) constating documents, (ii) authorizing board resolutions; (iii) incumbency; and (iv) that the condition in (m) or (n), as applicable, has been satisfied; (q) the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent for the Corporation on the First Closing Date; (r) there shall not exist any Event of Default that remains uncured; (s) there shall not exist any binding commitment which respect to a Change of Control of the Corporation; (t) no payment shall be owing by the Corporation to the Investor pursuant to this Subscription Agreement, except for (i) the Commitments Fees, to be satisfied by the issuance of the Commitment Note by the Corporation to the Investor in connection with the First Closing; and (ii) any Transaction Expenses or other amount, to the extent the parties agreed in writing that such Purchaser payment shall occur by way of set-off against (minus i.e., deduction from) the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantsSubscription Amount payable by the Investor to the Corporation in connection with the First Closing; (u) the First Closing has occurred no later than 5:00 p.m. (Toronto time) on March 29, if applicable2019 (the Outside Date);; and (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to the Consolidation shall have been completed in accordance with Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company7.1(u). (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. (a) On or prior to Upon the Escrow Agent's receipt of the purchase price for the First Closing Dateinto its master escrow account, together with executed counterparts of this Agreement, the Company Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company's designated attorney or agent, of the amount of funds it has received into its master escrow account. (b) Wire transfers to the Escrow Agent shall be made as follows: Chase Manhattan Bank, NA 510 Fifth Avenue New York, NY 10036 USA ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Number: 987074342668 ▇▇▇▇ ▇▇ Account: Feldman Weinstein LLP Master Escrow Account Remark: P▇▇▇ (▇) The Company, upon receipt of said notice, shall deliver or cause to the Escrow Agent the certificates representing the applicable Preferred Stock and the Warrants to be delivered issued to each Purchaser at the followingFirst Closing together with: (i) this Agreement duly executed by a copy of the Companyfiled Certificate of Designations; (ii) a legal opinion the original executed Registration Rights Agreement substantially in the form of Company Counsel, directed EXHIBIT B to the Purchasers, in form and substance reasonably acceptable to the PurchasersPurchase Agreement; (iii) the Company shall have provided each Purchaser with original executed Instructions to Transfer Agent substantially in the Company’s wire instructions on form of EXHIBIT E to the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerPurchase Agreement; (iv) a copy the original executed opinions of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered Quarles & Brady LLP in the name form of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable)EXHIBIT D to ▇▇▇ ▇▇rch▇▇▇ ▇greement; (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant a warrant issued to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser M.H. Meyerson ("MEYERSON") to purchase up to a number of shares of Common ▇▇▇▇▇▇ ▇▇ ▇▇ares ▇▇ ▇▇▇▇on Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants $100,000 divided by the Per Share Purchase Closing Price minus $0.001, with an exercise price equal on the Trading Day immediately prior to $0.001 per share the First Closing Date otherwise identical to that of Common Stock, subject to adjustment thereinthe Warrant (the "MH WARRANT"); and (vi) an original counterpart of this Escrow Agreement. (d) In the event that the foregoing items are not in the Escrow Agent's possession within three (3) Trading Days of the Escrow Agent notifying the Company that the Escrow Agent has custody of the purchase price applicable to such Preferred Stock and Warrants, then each Purchaser shall have the right to demand the return of their purchase price. (e) Once the Escrow Agent receives a Release Notice in the form attached hereto as EXHIBIT X executed by the Company and each Purchaser, it shall wire 90% of that amount of funds necessary to purchase the applicable Preferred Stock and the Warrants, net of $15,000 for the legal, administrative and due diligence costs and expenses of the Purchasers to Feldman Weinstein LLP, per the written instructions of the Company, ▇% ▇▇▇ the instructions of Purchasers as an original purchase price refund and the remaining 3% per the instructions of Meyerson. (f) Once the funds (as set forth above) h▇▇▇ ▇▇▇n sent per the Company's instructions, the Escrow Agent shall then arrange to have the Purchase Agreement, the Warrants, the MH Warrant, the Preferred Stock, the copy of the Certificate of Designations, the Registration Rights Agreement duly executed by Agreement, the Company. (vii) Escrow Agreement, the Lock-Up Agreements; and (viii) opinion of counsel and the Registration Rights Agreement duly executed by the Company (b) On or prior Instructions to the First Closing Date, each Purchaser shall deliver or cause to be Transfer Agent delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserappropriate parties.

First Closing. Upon the terms and subject to the conditions of this Agreement, at the First Closing provided for in Section 2.03 and for no separate consideration under this Agreement or the Brokerage Asset Purchase Agreement, subject to the allocation of the Purchase Price as provided for in the Brokerage Asset Purchase Agreement, Seller shall, and shall cause each other Seller Entity to, sell, convey, assign, transfer and deliver or cause to be sold, conveyed, assigned, transferred and delivered to Buyer (aor to a Subsidiary of Buyer, as directed by Buyer), and Buyer (or such Subsidiary) On shall purchase, acquire and assume from each Seller Entity, good and valid title in and to all of such Seller Entity's right, title and interest in and to all of the property and assets, real, personal or prior mixed, tangible or intangible (including goodwill), of every kind and description, wherever located (other than the Excluded Assets, the Wrap Assets and the Final Closing Assets) used primarily in or necessary to conduct the OMEGA Business (the "OMEGA Assets"), free and clear of any Liens other than Permitted Liens, including: (i) each Seller Entity's rights with respect to the Eligible OMEGA Accounts as of the First Closing Date, other than the Company shall deliver or cause to be delivered to each Purchaser Excluded OMEGA Accounts (the following: (i) this Agreement duly executed by the Company"Transferred OMEGA Accounts"); (ii) a legal opinion of Company Counsel, directed each Seller Entity's rights under any Wrap Agreements or other agreements related to the PurchasersTransferred OMEGA Accounts, in form including each Seller Entity's rights as to all guarantees, warranties and substance reasonably acceptable to the Purchasersindemnities related thereto; (iii) with respect to the Company shall have provided Transferred OMEGA Accounts, but subject to applicable privacy laws: (A) all material information relating to each Purchaser Transferred OMEGA Account (all such information, the "Transferred OMEGA Account Information"); and (B) all rights granted by Clients to use Transferred OMEGA Account Information, including all Client instructions and consents with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officerrespect to solicitation; (iv) a copy of the irrevocable instructions each such Seller Entity's rights with respect to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable accrued and unpaid fees with respect to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable)Transferred OMEGA Accounts; (v) if applicableexcept to the extent previously transferred to Buyer under the Brokerage Asset Purchase Agreement, for all equipment, furniture, fixtures, improvements and all other tangible personal property used primarily in or necessary to conduct the OMEGA business as set forth on Schedule I, provided that any such property which is identified by Buyer and Seller as being used in more than one business unit shall be transferred to Buyer at the Final Closing; (vi) each Purchaser of Pre-Funded Warrants pursuant such Seller Entity's rights under all Assumed Contracts as set forth in the applicable Undertaking used primarily in or necessary to conduct the OMEGA Business; (vii) all Permits received by or issued to any Seller Entity or any employee or officer thereof to own, or lease and operate the Transferred OMEGA Accounts or otherwise used primarily in or necessary to conduct the OMEGA Business; (viii) Trademarks and Intellectual Property, together with all additions, modifications, updates and enhancements used primarily in or necessary to conduct the OMEGA Business; (ix) except to the extent previously transferred to Buyer under the Brokerage Asset Purchase Agreement and subject to Section 2.13.05, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal Books and Records applicable to the portion of OMEGA Business, provided that any such Purchaser’s First Closing Subscription Amount applicable Books and Records which are identified by Buyer and Seller as being used in more than one business unit shall be transferred to Pre-Funded Warrants divided by Buyer at the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment thereinFinal Closing; and (vix) such prepaid fees and expenses and other assets as Buyer and Seller shall mutually agree as necessary and appropriate for the Registration Rights Agreement duly executed operation by Buyer of the CompanyOMEGA Business. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. (a) On or prior to Upon the Escrow Agent’s receipt of the aggregate Subscription Amounts for the First Closing Dateinto its master escrow account, together with executed counterparts of this Agreement, the Company Purchase Agreement and the Registration Rights Agreement, it shall telephonically advise the Company, or the Company’s designated attorney or agent, of the amount of funds it has received into its master escrow account. (b) Wire transfers to the Escrow Agent shall be made as follows: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ACCOUNT NAME: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP ABA ROUTING NO: ▇▇▇▇▇▇▇▇▇ ACCT NO: ▇▇▇▇▇▇▇▇▇▇ REMARK: VLDE/[FUND NAME] (c) The Company, promptly following being advised by the Escrow Agent that the Escrow Agent has received the Subscription Amounts for the First Closing, shall deliver or cause to the Escrow Agent the certificates representing the certificates evidencing the Securities to be delivered issued to each Purchaser at the followingFirst Closing together with: (i) this Agreement duly executed by the Company’s original executed counterpart of the Purchase Agreement; (ii) a legal opinion the Company’s original executed counterpart of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the PurchasersRegistration Rights Agreement; (iii) the Company shall have provided each Purchaser with original executed opinion of ______________ the Company’s wire instructions on form of Exhibit D to the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer;Purchase Agreement; and (iv) a copy the Company’s original executed counterpart of this Escrow Agreement. (d) In the event that the foregoing items are not in the Escrow Agent’s possession within five (5) Trading Days of the irrevocable instructions Escrow Agent notifying the Company that the Escrow Agent has custody of the Subscription Amount for the First Closing, then each Purchaser shall have the right to demand the return of their portion of the Subscription Amount. (e) Once the Escrow Agent receives a Release Notice in the form attached hereto as Exhibit X executed by the Company and each Purchaser, it shall wire the aggregate Subscription Amounts to the Transfer Agent instructing Company’s account listed in subsection (f) of this Article 1.2. below, net of $5,000 to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP for the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable Purchasers’ legal costs and expenses. (f) Wire transfers to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable);Company shall be made as follows: [INSERT] (vg) if applicableOnce the funds (as set forth above) have been sent per the Company’s instructions, for each Purchaser of Pre-Funded Warrants pursuant the Escrow Agent shall then arrange to Section 2.1have the Shares, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001Agreement, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement, the Escrow Agreement duly executed by and the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be opinion of counsel delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaserappropriate parties.

First Closing. The obligation of each Lender hereunder to purchase the Notes and the Shares at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions: (a) On The Principal Borrower shall have executed and delivered to each Lender (i) the Notes (in such denominations as such Lender shall have requested prior to the First Closing) being purchased by such Lender at the First Closing pursuant to this Agreement, (ii) each of the other Transaction Documents to which it is a party (other than the Transaction Documents contemplated to be executed and delivered to the Agent pursuant to the other subsections of this Section 5.1), and (iii) certificates representing the Shares (in such denominations as such Lender shall have requested prior to the First Closing) being purchased by such Lender at the First Closing pursuant to this Agreement. (b) The Principal Borrower shall have delivered to such Lender a letter from the Principal Borrower’s transfer agent certifying the number of shares of Common Stock outstanding as of a date within five (5) days of the First Closing Date. (c) The Principal Borrower shall have executed and delivered to the Lenders the Registration Rights Agreement. (d) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Fee Letter and evidence satisfactory to the Agent that the Principal Borrower shall pay to the Agent on the First Closing Date all fees and other amounts (including Accelerated First Closing Interest) due and owing thereon under the Fee Letter, this Agreement and the other Transaction Documents. (e) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Security Agreement. (f) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent deposit account control agreements and securities account control agreements, in form and substance satisfactory to the Agent, executed by the applicable banks, in each case as the Agent may request. (g) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Affiliate Subordination Agreement. (h) The Agent shall have received the opinions of Outside Legal Counsel, dated the First Closing Date, in substantially the forms of Exhibit F attached hereto. (i) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Funds Flow Letter. (j) The Principal Borrower shall have delivered to the Agent a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Principal Borrower’s transfer agent. (k) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate evidencing its incorporation and good standing in its jurisdiction of incorporation issued by the Secretary of State of such jurisdiction, as of a date reasonably proximate to the First Closing Date. (l) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate evidencing its qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Principal Borrower is qualified to conduct business and failure to so qualify would cause a Material Adverse Effect, as of a date reasonably proximate to the First Closing Date. (m) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate as to the fact that no action has been taken with respect to any merger, consolidation, liquidation or dissolution of the Principal Borrower, or with respect to the sale of substantially all of its assets, nor is any such action pending or contemplated. (n) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certified copy of the Principal Borrower’s certificate or articles of incorporation, as certified by the Secretary of State of its jurisdiction of incorporation, as of a date reasonably proximate to the First Closing Date. (o) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent a certificate, executed by the secretary of the Principal Borrower and dated the First Closing Date, as to (i) the resolutions consistent with Section 7.2 as adopted by the Principal Borrower’s board of directors in a form reasonably acceptable to the Agent, (ii) the Principal Borrower’s articles or certificate of incorporation, each as in effect at the First Closing, (iii) the Principal Borrower’s bylaws, each as in effect at the First Closing, and (iv) no action having been taken by the Principal Borrower or its stockholders, directors or officers in contemplation of any amendments to items (i), (ii), or (iii) listed in this Section 5.1(o), as certified in the form attached hereto as Exhibit H. (p) The Common Stock (i) shall be designated for quotation or listed on the Principal Market and (ii) shall not have been suspended, as of the First Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the First Closing Date, either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market. (q) The Principal Borrower shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the sale of the Securities at the First Closing. (r) The Principal Borrower shall have obtained and delivered to the Agent searches of UCC filings in the jurisdictions of formation or incorporation of the Principal Borrower, the jurisdiction of the chief executive offices of the Principal Borrower and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Agent’s and Holders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens. (s) The Principal Borrower shall have authorized the filing of UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s sole discretion, to perfect the Agent’s and Holders’ security interest in the Collateral. (t) The Principal Borrower shall have authorized the filing of the Intellectual Property Security Agreements in the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable. (u) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent, with respect to each fee interest in real property owned by the Principal Borrower as of the First Closing Date, the following: (i) a fully executed and notarized Mortgage, in proper form for recording in all applicable jurisdictions; (ii) an opinion of counsel in the state in which such Mortgage is to be recorded with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters as Agent may request, in each case in form and substance satisfactory to Agent; (A) a title insurance policy or unconditional commitment therefore issued by one or more title companies satisfactory to the Agent with respect to such mortgaged property in amounts satisfactory to the Agent, together with a title report issued by a title company with respect thereto, dated as of as of a date reasonably proximate to the First Closing Date, each in form and substance satisfactory to the Agent; and (B) evidence satisfactory to the Agent that the Principal Borrower has paid to the title company all expenses and premiums of the title company and all other sums required in connection with the issuance of each such title policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording such Mortgage in the appropriate real estate records; (iv) a flood certification with respect to such mortgaged property and evidence of flood insurance, if necessary, in each case in form and substance satisfactory to the Agent; (v) a survey of such mortgaged property, certified to the Agent and dated as of a date reasonably proximate to the First Closing Date, in form and substance satisfactory to the Agent; and (vi) such other agreements and documents relating to such Mortgage and mortgaged property as the Agent or its counsel may reasonably request. (v) The Principal Borrower shall have delivered, or caused to be delivered, to the Agent such information in form, scope and substance reasonably satisfactory to the Agent regarding environmental matters relating to all real property owned, leased, operated or used by the Principal Borrower as of the First Closing Date. (w) The Principal Borrower shall use its reasonable best efforts to have executed and delivered, or caused to be delivered, to the Agent such landlord waivers, collateral access agreements or other similar documents as the Agent may request. (x) The Principal Borrower shall have delivered, or caused to be delivered, to the Agent certificates evidencing any Pledged Equity (as defined in the Security Agreement) pledged to the Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock or unit powers attached thereto. (y) The Agent shall have received a certificate from the chief financial officer of the Principal Borrower in form and substance satisfactory to the Agent, supporting the conclusions that, after giving effect to the transactions contemplated by the Transaction Documents, the Principal Borrower and each of its Subsidiaries are not Insolvent. (z) Since June 30, 2008, there shall have been no change (other than any reduction in comparable store sales) which has had or could reasonably be expected to have a Material Adverse Effect. (aa) The Agent shall have received certificates from the Principal Borrower’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to this Agreement is in full force and effect, together with endorsements naming the Agent, for the benefit of the Holders, as additional insured and lender’s loss payee thereunder. (bb) The Principal Borrower shall have executed and delivered, or caused to be delivered, to the Agent the Post-Closing Obligations Letter. (cc) The Principal Borrower shall have caused to be delivered to the Agent evidence satisfactory to the Agent that the holders of the Affiliate Notes have consented in all respects to the execution, delivery and performance of this Agreement and the other Transaction Documents, including the incurrence of Indebtedness and Liens hereunder and thereunder. (dd) The representations and warranties of the Principal Borrower shall be true and correct as of the date when made and as of the First Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Principal Borrower shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Principal Borrower at or prior to the First Closing Date. The Agent shall have received certificates, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantsPrincipal Borrower, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to dated the First Closing Date, each Purchaser to the foregoing effect and as to such other matters as may be reasonably requested by the Agent, in the form attached hereto as Exhibit I. (ee) The Principal Borrower shall deliver or cause to be have executed and/or delivered to the Company Agent such other documents relating to the following:transactions contemplated by this Agreement as the Agent or its counsel may reasonably request. (iff) this Agreement duly executed by such Purchaser; No Event of Default (iior event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to shall have occurred and be continuing or would result from the Company, such Purchaser’s issuance of the Notes at the First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such PurchaserClosing.

First Closing. Upon and subject to the terms and conditions of this Agreement, at the First Closing, Sellers shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, all of Sellers' right, title and interest in and to all of the Initial Assets identified in Schedule 2.1(b)(i) that meet the Conditions Precedent as of such Closing, free and clear of all Liens other than Permitted Liens. Notwithstanding the foregoing, the Parties acknowledge that, as of each Closing, Sellers may not have satisfied the Title Condition with respect to certain of the Initial Assets identified in the applicable schedule to be transferred to Purchaser at such Closing (asuch unsatisfied condition, the "Open Title Condition" and any such Assets, the "Open Title Assets"). If, at the time of the First Closing, there is an Open Title Condition with respect to any Initial Assets identified on Schedule 2.1(b)(i) On or prior and such failure would have the effect of reducing the TCF Product at the First Closing to an amount below $145,000,000, but all of the Conditions Precedent to the First Closing Dateother than the Title Condition are met with respect to such Initial Assets, the Company shall deliver or cause to be delivered to each Purchaser the following: then (i) this Agreement duly executed by Sellers shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, all of Sellers' right, title and interest in and to such Initial Assets identified in Schedule 2.1(b)(i) with respect to which the Company; Title Condition is satisfied, and (ii) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to Parties will enter into the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants Management Agreement pursuant to Section 2.12.6 with respect to such Open Title Assets (the "Managed Assets") identified as such on Schedule 2.1(b)(i), a Pre-Funded Warrant registered so that the aggregate TCF Product for the First Closing, with respect to such Initial Assets to be transferred and such Managed Assets, shall not be less than $145,000,000. Notwithstanding the foregoing, to the extent that the Title Condition is met with respect to Initial Assets for which the TCF Product is greater than $145,000,000, Purchaser shall have the right to defer to the Second Closing the purchase of those Initial Assets for which the TCF Product exceeds $145,000,000. For the avoidance of doubt, at the First Closing, Schedule 2.1(b)(i) shall identify and Sellers shall sell, transfer and assign to Purchaser, Initial Assets and deliver to Purchaser Managed Assets to be managed under the Management Agreement, that generate, in the name aggregate, TCF Product of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Preat least One Hundred Forty-Funded Warrants divided by the Per Share Purchase Price minus Five Million Dollars ($0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company145,000,0000). (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to the First Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. The obligations of the Investor and the Corporation to complete the purchase and sale of Debentures and the issuance of the Warrants at the First Closing are conditional upon the satisfaction of, or compliance with, or waiver (ato the extent waivable) On or by the party who benefits from the condition, the following conditions (the “First Closing Conditions”): 3.1.1 each of the Investor and the Corporation duly completes, executes and returns to the other party this Agreement; 3.1.2 all necessary regulatory and CSE approvals (if any) required for the entering into of this Agreement and the completion of the Investment shall have been obtained prior to the First Closing; 3.1.3 before or after the First Closing Date, as applicable, the Company Corporation shall deliver or cause have posted CSE Form 9 and CSE Form 6 on the CSE's website; 3.1.4 the Corporation (a) shall have authorized and reserved for issuance such number of Common Shares that may be issuable upon conversion of the Debentures and exercise of the Warrants to be delivered issued in connection with the First Closing and (b) shall be authorized to each Purchaser issue such Common Shares to the following:Investor pursuant to the policies of the CSE and upon issuance of such Common Shares to the Investor such Common Shares shall be fully paid, non- assessable and freely tradeable Common Shares; (i) this 3.1.5 the Share Lending Agreement shall have been duly executed by the Companyparties thereto (in form and content acceptable to the Investor), Lent Shares equal to 150% of the aggregate principal amount of the first Tranche (based on the closing share price at the time of the First Closing Date) shall have been delivered to the Investor in accordance with the terms of such Share Lending Agreement and such Share Lending Agreement shall not have been contested and shall be in full force and effect between the relevant parties thereto; (ii) 3.1.6 the sale and issuance of the Debentures and the issuance of the Warrants at the First Closing, and the Common Shares issuable upon the conversion of the Debentures and the exercise of the Warrants are exempt from the requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable law, or upon the issuance of such orders, consents or approvals as may be,required to permit such sale and issuance without the requirement to file a prospectus or registration statement or to prepare and deliver an offering memorandum or similar document; 3.1.7 delivery of a legal opinion dated as of Company Counselthe First Closing Date from the Corporation’s counsel , directed with respect to matters customarily addressed in connection with a transaction such as the Investment, including with respect to the Purchasersconditions set out in Sections 3.1.2 through 3.1.6 above, in form and substance reasonably acceptable to the PurchasersInvestor and its legal counsel, acting reasonably; (iii) 3.1.8 the Company shall have provided each Purchaser representations, warranties and certifications of the Investor addressed to the Corporation in this Agreement, and any other document delivered to the Corporation in connection with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price Investment, are accurate in all material respects and registered remain true and correct in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Company. (vii) the Lock-Up Agreements; and (viii) the Registration Rights Agreement duly executed by the Company (b) On or prior to all material respects as at the First Closing Date; and (ii) the covenants and obligations of the Investor (as applicable to the First Closing) in this Agreement, each Purchaser shall deliver or cause to be and in any other document delivered to the Company Corporation in connection with the following:Investment, shall have been complied with or performed by the Investor, in all material respects, on or before the First Closing Date; 3.1.9 the representations, warranties and certifications of the Corporation addressed to the Investor in this Agreement, and in any other document delivered to the Investor in connection with the Investment, are accurate and remain true and correct as at the First Closing Date; and (ii) the covenants and obligations of the Corporation (as applicable to the First Closing) in this Agreement, and in any other document delivered to the Investor in connection with the Investment, shall have been complied with or performed by the Corporation, in all material respects, on or before the First Closing Date, 3.1.10 the Corporation shall have delivered a certificate confirming the matters described in sections 3.1.2, 3.1.9, 3.1.11, 3.1.12 and 3.1.15 to the Investor, executed by a senior officer of the Corporation addressed to the Investor and dated as of the First Closing Date; 3.1.11 no order ceasing or suspending trading in the Common Shares on any stock exchange including a management cease trader order shall have been issued and no proceeding for such purposes shall be pending or threatened; 3.1.12 there shall not exist any Event of Default that remains uncured; 3.1.13 delivery of an officer's certificate by each of the Corporation and the Investor certifying (i) this Agreement duly executed by such Purchaser; constating documents, (ii) authorizing board resolutions; and (iii) incumbency; 3.1.14 the Corporation shall have delivered a certificate of the issued and outstanding Common Shares from the transfer agent of the Corporation on the First Closing Date; 3.1.15 there shall not exist any binding commitment with respect to a Change of Control of the Corporation; 3.1.16 the Corporation shall deliver to the CompanyInvestor a copy of a certificate of insurance from an insurance broker in respect of the Corporation and each Subsidiary, dated as of or within fifteen (15) days of the date of this Agreement, identifying insurers, types of insurance, insurance limits, policy terms, names of insureds, additional insureds or loss payees (including the designation of additional insured with respect to all property and liability insurance); 3.1.17 no payment shall be owing by the Corporation to the Investor pursuant to this Agreement, except for the Transaction Expenses, to the extent the parties agreed in writing that such Purchaser’s First Closing payment shall occur by way of set-off against (i.e., deduction from) the Subscription Amount payable by wire transfer the Investor to the account specified Corporation in writing by connection with the CompanyFirst Closing; 3.1.18 the Investor and Pelorus Fund REIT, LLC shall have entered into a subordination agreement in a form acceptable to the Investor, in its sole discretion, and the Corporation shall deliver written confirmation from Pelorus Fund REIT, LLC confirming that, all conditions to the financing, other than the payment of the Subscription Amount in connection with the First Tranche have been fulfilled; and (iii) 3.1.19 if deemed necessary in the Registration Rights Agreement duly executed by such Purchasersole discretion of the Investor, the Corporation and the Investor shall have entered into an escrow agreement, in form and substance acceptable to the Investor and its legal counsel, pursuant to which the Subscription Amount in respect of the First Closing shall be deposited in escrow with legal counsel or an independent third party escrow agent mutually acceptable to the Corporation and the Investor, each acting reasonably.

First Closing. (a) On The obligation of each Buyer hereunder to pay the Purchase Price for its Preferred Shares to the Company or prior Lead Buyer Counsel, as applicable, at the First Closing is subject to the satisfaction, at or before the First Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company shall deliver or cause to be delivered to each Purchaser the followingwith prior written notice thereof: (i) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer such aggregate number of shares of Series D Preferred Stock in certificated form at the First Closing as set forth across from such Buyer’s name in column (3) of the Schedule of Buyers as being purchased by such Buyer at the First Closing pursuant to this Agreement Agreement. (ii) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of such Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to such Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer of the Company;, dated as of such Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in form and substance acceptable to the Company and the Lead Buyer’s Counsel. (iiiii) a legal opinion Such Buyer shall have received the opinion(s) of Company CounselCompany’s counsel, directed to the Purchasersdated as of such Closing Date, in form and substance reasonably acceptable to the Purchasers;Company and the Lead Buyer’s Counsel. (iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in Wyoming issued by the Secretary of State (or comparable office) of Wyoming as of a date within two (2) days of such Closing Date. (v) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of each Subsidiary in the respective jurisdiction in which it is formed, which certificate shall be issued by the Secretary of State (or comparable office) of such jurisdiction as of a date within two (2) days of such Closing Date. (vi) The Company shall have delivered to such Buyer copies of the Articles of Incorporation, the Series C Certificate of Designation, the Series D Certificate of Designation and the Company’s other certificates of designations for any other previously designated shares of Preferred Stock, each certified or presented for filing, as the case may be, by the Secretary of State of the State of Wyoming, within two (2) days of such Closing Date. (vii) The Company shall have delivered to such Buyer a certificate, in form and substance acceptable to the Company and the Lead Buyer’s Counsel, executed by the Secretary of the Company and dated as of each Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s board of directors, which includes an acknowledgement of Section 3(i), in form and substance acceptable to the Company and the Lead Buyer’s Counsel, (ii) the Articles of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at such Closing. (viii) The Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer delivered to such Buyer a letter or chief financial officer; (iv) a copy of the irrevocable instructions to register from the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus certifying the number of shares of Common Stock issuable upon exercise outstanding on such Closing Date immediately prior to such Closing. (ix) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of such Purchaser’s Pre-Funded WarrantsClosing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened (except as disclosed on Schedule 3(n)), as of such Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market. (x) Subject to Stockholder Approval, the Company shall have obtained all governmental, regulatory or third party consents and approvals, if applicable);any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any. (vxi) if applicableNo statute, for each Purchaser rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of Pre-Funded Warrants pursuant competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. (xii) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect. (xiii) The Company and its Subsidiaries shall have delivered to Section 2.1such Buyer such other documents, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal instruments or certificates relating to the portion of transactions contemplated by this Agreement as such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; andBuyer or its counsel may reasonably request. (vixiv) Such Buyer shall have received a letter on the Registration Rights Agreement letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company, and of Lead Buyer Counsel with respect to the First Purchase Amount as well as the Special Account and the Second Purchase Amount (the “Flow of Funds Letter”). (viixv) The Company shall have provided confirmation from the Lock-Up Agreements; and (viii) Secretary of State of the Registration Rights Agreement duly executed by State of Wyoming that each of the Company (b) On Series C Certificate of Designation and Series D Certificate of Designation has been submitted for filing with the Secretary of State of the State of Wyoming on or prior to the First such Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

First Closing. (a1) On At the First Closing on the Closing Date, the Buyer hereby agrees to purchase from the Company the Initial Shares at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement. The Purchase Price shall be payable in United States Dollars. In connection with the purchase of the Initial Shares by the Buyer, the Company shall issue to the Buyer, at the closing on the Closing Date, (A) the number of Initial Repricing Rights set forth on the signature page of this Agreement equal to one Initial Repricing Right for each Base Share issued as part of the Initial Shares (which Initial Repricing Right shall be deemed incorporated and part of each Base Share issued) and (B) Warrants in the form attached hereto as Annex I to purchase the number of shares of Common Stock set forth on the signature page of this Agreement. (A) The Buyer shall pay the Purchase Price for the Initial Shares by delivering good funds in United States Dollars to the Escrow Agent identified in the Joint Escrow Instructions attached hereto as Annex III. Such delivery of funds shall be made against delivery by the Company of the certificates for the Initial Shares (which for purposes of the closing shall be deemed to incorporate and include one Initial Repurchase Right for each Base Share) and the Warrants registered in the name of the Buyer or its nominee. Promptly following payment by the Buyer to the Escrow Agent of the Purchase Price, but in any event prior to the First Closing Date, the Company shall deliver or cause to be delivered to each Purchaser certificates for the following: (i) this Agreement duly executed by Initial Shares and the Company; (ii) a legal opinion of Company CounselWarrants, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions on the Company’s letterhead signed by the Company’s chief executive officer or chief financial officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded WarrantsBuyer or its nominee, if applicable); (v) if applicable, to the Escrow Agent for each Purchaser of Pre-Funded Warrants release by the Escrow Agent pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal Joint Escrow Instructions. The certificates for the Initial Shares shall be delivered by the Company to the portion Escrow Agent on a delivery against payment basis at the closing. By signing this Agreement, the Buyer and the Company each agrees to all of such Purchaser’s First Closing Subscription Amount applicable to Pre-Funded Warrants divided the terms and conditions of, and becomes a party to, the Joint Escrow Instructions, all of the provisions of which are incorporated herein by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; and (vi) the Registration Rights Agreement duly executed by the Companythis reference as is set forth in full. (viiB) Following the Lock-Up Agreements; andFirst Closing, the Initial Repricing Rights issued thereat shall constitute separate rights under this Agreement independent of the Base Shares. The subsequent sale or transfer of the Base Shares shall not affect the Buyer's ownership of or rights with respect to such Initial Repricing Rights. (viii3) Payment of the Registration Rights Agreement duly executed by purchase price for the Company (b) On or prior to Initial Shares and the First Closing Date, each Purchaser Second Tranche Shares shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) to the Company, such Purchaser’s First Closing Subscription Amount made by wire transfer of funds to: Citibank, N.A. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ABA#▇▇▇▇▇▇▇▇▇ For credit to A/C#37179446 For credit to the account specified in writing by of ▇▇▇▇▇ ▇. ▇▇▇▇▇ Attorney Escrow Account Reference: __________________ Not later than 4:00 p.m., New York City time, on the Company; and (iii) date which is three Business Days after the Registration Rights Company shall have accepted this Agreement duly executed by such Purchaserand returned a signed counterpart of this Agreement to the Buyer or its legal counsel, the Buyer shall deposit with the Escrow Agent the aggregate purchase price for the Initial Shares.